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

                                 FORM 10-K

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

          For the Fiscal Year Ended December 31, 1998

                    OR

          TRANSITION REPORT PURSUANT TO SECTION 13
          OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ____________ to ____________

Commission      Registrant, State of Incorporation,    IRS Employer
File Number     Address of Principal Executive         Identification No.
                Offices and Telephone Number           
1-11299         ENTERGY CORPORATION                    72-1229752
                (a Delaware corporation)               
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                       
1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                       
1-2703          ENTERGY GULF STATES, INC.              74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                       
1-8474          ENTERGY LOUISIANA, INC.                72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                       
0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 368-5000               
                                                       
0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                       
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 368-5000               
                                                       
___________________________________________________________________________


<PAGE>

<TABLE>
<CAPTION>
Securities registered pursuant to Section 12(b) of the Act:

                                                                                        Name of Each Exchange
Registrant                          Title of Class                                      on Which Registered
<S>                                 <C>                                                 <C>
Entergy Corporation                 Common Stock, $0.01 Par Value - 246,494,143         New York Stock Exchange, Inc.
                                      shares outstanding at February 26, 1999           Chicago Stock Exchange Inc.
                                                                                        Pacific Exchange Inc.
                                                                                        
Entergy Arkansas Capital I          8-1/2% Cumulative Quarterly Income Preferred        New York Stock Exchange, Inc.
                                      Securities, Series A                              
                                                                                        
Entergy Gulf States, Inc.           Preferred Stock, Cumulative, $100 Par Value:
                                      $4.40 Dividend Series                             New York Stock Exchange, Inc.
                                      $4.52 Dividend Series                             New York Stock Exchange, Inc.
                                      $5.08 Dividend Series                             New York Stock Exchange, Inc.
                                      $8.80 Dividend Series                             New York Stock Exchange, Inc.
                                      Adjustable Rate Series B (Depository Receipts)    New York Stock Exchange, Inc.
                                                                                        
                                    Preference Stock, Cumulative, without Par Value     New York Stock Exchange, Inc.
                                      $1.75 Dividend Series                             
                                                                                        
Entergy Gulf States Capital I       8.75% Cumulative Quarterly Income Preferred         New York Stock Exchange, Inc.
                                      Securities, Series A                              
                                                                                        
Entergy Louisiana Capital I         9% Cumulative Quarterly Income Preferred            New York Stock Exchange, Inc.
                                      Securities, Series A                              
</TABLE>


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

Registrant                       Title of Class
                                 
Entergy Arkansas, Inc.           Preferred Stock, Cumulative, $100 Par Value
                                 Preferred Stock, Cumulative, $25 Par Value
                                 Preferred Stock, Cumulative, $0.01 Par Value
                                 
Entergy Gulf States, Inc.        Preferred Stock, Cumulative, $100 Par Value
                                 
Entergy Louisiana, Inc.          Preferred Stock, Cumulative, $100 Par Value
                                 Preferred Stock, Cumulative, $25 Par Value
                                 
Entergy Mississippi, Inc.        Preferred Stock, Cumulative, $100 Par Value
                                 
Entergy New Orleans, Inc.        Preferred Stock, Cumulative, $100 Par Value



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

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

      The aggregate market value of Entergy Corporation Common Stock, $0.01
Par  Value,  held by non-affiliates, was $7 billion based on  the  reported
last  sale  price of such stock on the New York Stock Exchange on  February
26, 1999.  Entergy Corporation is directly or indirectly the sole holder of
the  common  stock  of Entergy Arkansas, Inc., Entergy Gulf  States,  Inc.,
Entergy  Louisiana, Inc., Entergy Mississippi, Inc., Entergy  New  Orleans,
Inc., and System Energy Resources, Inc.

                                     
                    DOCUMENTS INCORPORATED BY REFERENCE
                                     
      Portions of the Proxy Statement of Entergy Corporation to be filed in
connection  with  its Annual Meeting of Stockholders, to be  held  May  14,
1999, are incorporated by reference into Parts I and III hereof.



<PAGE>
                             TABLE OF CONTENTS

                                                                       Page
                                                                      Number

Definitions                                                              i

Part I

     Item   1. Business                                                  1

     Item   2. Properties                                               32

     Item   3. Legal Proceedings                                        33

     Item   4. Submission of Matters to a Vote of Security Holders      33
               Directors and Executive Officers of Entergy Corporation  33

Part II

     Item   5. Market for Registrants' Common Equity and Related
                 Stockholder Matters                                    36

     Item   6. Selected Financial Data                                  37

     Item   7. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                    37

     Item   7A.Quantitative and Qualitative Disclosures About Market
                 Risk                                                   37

     Item   8. Financial Statements and Supplementary Data              37

     Item   9. Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure                   186

Part III

     Item 10.  Directors and Executive Officers of the Registrants     186

     Item 11.  Executive Compensation                                  190

     Item 12.  Security Ownership of Certain Beneficial Owners and
                 Management                                            199

     Item 13.  Certain Relationships and Related Transactions          202

Part IV

     Item 14.  Exhibits, Financial Statement Schedules, and Reports
                 on Form 8-K                                           203
Signatures                                                             204
Report of Independent Accountants on Financial Statement Schedules     212
Index to Financial Statement Schedules                                 S-1
Exhibit Index                                                          E-1

      This  combined Form 10-K is separately filed by Entergy  Corporation,
Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc.,
Entergy  Mississippi, Inc., Entergy New Orleans, Inc.,  and  System  Energy
Resources,  Inc.  Information contained herein relating to  any  individual
company  is  filed by such company on its own behalf.  Each  company  makes
representations  only  as  to  itself and makes  no  other  representations
whatsoever as to any other company.

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

                        FORWARD LOOKING INFORMATION
                                     
      Investors  are  cautioned that forward-looking  statements  contained
herein with respect to the revenues, earnings, competitive performance,  or
other  prospects for the business of Entergy Corporation, Entergy Arkansas,
Inc.,   Entergy  Gulf  States,  Inc.,  Entergy  Louisiana,  Inc.,   Entergy
Mississippi, Inc., Entergy New Orleans, Inc., and System Energy  Resources,
Inc.  or their affiliated companies may be influenced by factors that could
cause  actual  outcomes to be materially different than anticipated.   Such
factors  include,  but  are not limited to, the  effects  of  weather,  the
performance  of generating units, fuel prices and availability,  regulatory
decisions and the effects of changes in law, capital spending requirements,
the  evolution  of  competition, changes in accounting standards,  interest
rate changes and changes in financial markets generally, changes in foreign
currency  exchange rates, the ability to locate and correct computer  codes
relevant to Year 2000 issues and related matters, and other factors.



<PAGE>

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

Abbreviation or Acronym            Term

AFUDC               Allowance for Funds Used During Construction
Algiers             15th Ward of the City of New Orleans, Louisiana
ALJ                 Administrative Law Judge
ANO 1 and 2         Units  1  and 2 of Arkansas Nuclear One Steam  Electric
                    Generating Station (nuclear), owned by Entergy Arkansas
APB                 Accounting Principles Board
APSC                Arkansas Public Service Commission
Arkansas Cities and
Cooperatives        Cities  of  Benton,  North Little  Rock,  Prescott  and
                    Osceola;  the  Conway  Corporation,  the  West  Memphis
                    Utilities   Commission   and  the   Farmers'   Electric
                    Cooperative
Availability
 Agreement          Agreement, dated as of June 21, 1974, as amended, among
                    System Energy and Entergy Arkansas,  Entergy Louisiana,
                    Entergy Mississippi, and  Entergy New Orleans, and  the
                    assignments thereof
BPS                 British pounds sterling
Cajun               Cajun  Electric Power Cooperative, Inc.  (currently  in
                    chapter 11 bankruptcy reorganization)
Capital Funds
 Agreement          Agreement,  dated  as  of June 21,  1974,  as  amended,
                    between System Energy and Entergy Corporation, and  the
                    assignments thereof
CitiPower           CitiPower   Pty.,  an  electric  distribution   company
                    serving  Melbourne, Australia and surrounding  suburbs,
                    which  was  acquired  by Entergy effective  January  5,
                    1996.  CitiPower was sold by Entergy effective December
                    31, 1998.
Council             Council of the City of New Orleans, Louisiana
D.C. Circuit        United  States  Court of Appeals for  the  District  of
                    Columbia Circuit
DOE                 United States Department of Energy
domestic utility
 companies          Entergy   Arkansas,   Entergy  Gulf   States,   Entergy
                    Louisiana,   Entergy  Mississippi,  and   Entergy   New
                    Orleans, collectively
EITF                Emerging Issues Task Force
EMF                 Electromagnetic fields
EPA                 Environmental Protection Agency
EPAct               Energy Policy Act of 1992
EPDC                Entergy Power Development Corporation
EPMC                Entergy Power Marketing Corp.
ETC                 Exempt telecommunications company under PUHCA
ETHC                Entergy Technology Holding Company
EWG                 Exempt wholesale generator under PUHCA
Entergy             Entergy Corporation and its various direct and indirect
                    subsidiaries
Entergy Arkansas    Entergy Arkansas, Inc.
Entergy Corporation Entergy  Corporation, a Delaware corporation, successor
                    to Entergy Corporation, a Florida corporation
Entergy Enterprises Entergy Enterprises, Inc.
Entergy Gulf States Entergy  Gulf States, Inc., including its wholly  owned
                    subsidiaries   -  Varibus  Corporation,  GSG&T,   Inc.,
                    Prudential  Oil & Gas, Inc., and Southern Gulf  Railway
                    Company
Entergy London      Entergy London Investments plc, formerly Entergy  Power
                    UK  plc  (including its wholly owned subsidiary, London
                    Electricity plc).  Entergy London was sold  by  Entergy
                    effective December 4, 1998.


<PAGE>
                          DEFINITIONS (Continued)
                                     

Abbreviation or Acronym      Term

Entergy Louisiana   Entergy Louisiana, Inc.
Entergy Mississippi Entergy Mississippi, Inc.
Entergy New Orleans Entergy New Orleans, Inc.
Entergy Operations  Entergy Operations, Inc.
Entergy Power       Entergy Power, Inc.
Entergy Services    Entergy Services, Inc.
FASB                Financial Accounting Standards Board
FERC                Federal Energy Regulatory Commission
FUCO                an exempt foreign utility company under PUHCA
G&R Mortgage Bonds  General and Refunding Mortgage Bonds
Grand Gulf 1 and 2  Units  1  and 2 of Grand Gulf Steam Electric Generating
                    Station (nuclear), 90% owned by System Energy
GWH                 one million kilowatt-hours
Independence        Independence Steam Electric Station (coal),  owned  16%
                    by Entergy Arkansas, 25% by Entergy Mississippi, and 7%
                    by Entergy Power
IRS                 Internal Revenue Service
KPL                 Kingsnorth Power Ltd.
KV                  kilovolt
KW                  kilowatt
KWH                 kilowatt-hour(s)
London Electricity  London  Electricity plc - a regional  electric  company
                    serving  London, England, which was acquired by Entergy
                    London effective February 1, 1997.  Entergy London  was
                    sold by Entergy effective December 4, 1998.
LDEQ                Louisiana Department of Environmental Quality
LPSC                Louisiana Public Service Commission
MCF                 1,000 cubic feet of gas
Merger              The    combination    transaction,    consummated    on
                    December 31, 1993, by which Entergy Gulf States  became
                    a subsidiary of Entergy Corporation
MDEQ                Mississippi Department of Environmental Quality
MPSC                Mississippi Public Service Commission
MW                  Megawatt(s)
N/A                 Not applicable
Nelson Unit 6       Unit   No.  6  (coal)  of  the  Nelson  Steam  Electric
                    Generating Station, owned 70% by Entergy Gulf States
NISCO               Nelson Industrial Steam Company
1991 NOPSI
 Settlement         Agreement,  retroactive  to  October  4,  1991,   among
                    Entergy New Orleans, the Council, and the Alliance  for
                    Affordable   Energy,  Inc.  (local  consumer   advocate
                    group),  which  settled certain Grand Gulf  1  prudence
                    issues and certain litigation related to the resolution
                    adopted by the Council on February 4, 1988, disallowing
                    Entergy  New  Orleans'  recovery  of  $135  million  of
                    previously deferred Grand Gulf 1-related costs
1994 NOPSI
 Settlement         Settlement  effective January 1, 1995, between  Entergy
                    New  Orleans  and  the  Council in  which  Entergy  New
                    Orleans  agreed to implement a permanent  reduction  in
                    electric  and gas rates and resolve disputes  with  the
                    Council  in  the  interpretation  of  the  1991   NOPSI
                    Settlement



<PAGE>
                          DEFINITIONS (Concluded)
                                     

Abbreviation or Acronym      Term

NPL                 Superfund National Priorities List
NRC                 Nuclear Regulatory Commission
PRP                 Potentially Responsible Party (a person or entity  that
                    may  be  responsible for remediation  of  environmental
                    contamination)
PUCT                Public Utility Commission of Texas
PUHCA               Public Utility Holding Company Act of 1935, as amended
PURPA               Public Utility Regulatory Policies Act of 1978
Rate Cap            The  level of Entergy Gulf States' retail electric base
                    rates in effect at December 31, 1993, for the Louisiana
                    retail  jurisdiction, and the level of  such  rates  in
                    effect prior to the settlement agreement with the  PUCT
                    on  July  21,  1994, for the Texas retail jurisdiction,
                    which could not be exceeded before December 31, 1998
Reallocation
 Agreement          1981  Agreement, superseded in part by a June 13,  1985
                    decision  of  FERC,  among  Entergy  Arkansas,  Entergy
                    Louisiana,  Entergy Mississippi, Entergy  New  Orleans,
                    and  System Energy relating to the sale of capacity and
                    energy from Grand Gulf
Ritchie 2           Unit  2  of the R. E. Ritchie Steam Electric Generating
                    Station (gas/oil)
River Bend          River Bend Steam Electric Generating Station (nuclear)
RUS                 Rural    Utility   Services   (formerly    the    Rural
                    Electrification Administration or "REA")
SCC                 Saltend Cogeneration Company
SEC                 Securities and Exchange Commission
SFAS                Statement    of    Financial   Accounting    Standards,
                    promulgated by the FASB
SMEPA               South Mississippi Electric Power Agency
System Agreement    Agreement,  effective  January 1,  1983,  as  modified,
                    among  the domestic utility companies relating  to  the
                    sharing   of   generating  capacity  and  other   power
                    resources
System Energy       System Energy Resources, Inc.
System Fuels        System Fuels, Inc.
UK                  The  United  Kingdom  of  Great  Britain  and  Northern
                    Ireland
Unit Power Sales
 Agreement          Agreement,  dated as of June 10, 1982, as  amended  and
                    approved  by  FERC,  among  Entergy  Arkansas,  Entergy
                    Louisiana,  Entergy Mississippi, Entergy  New  Orleans,
                    and System Energy, relating to the sale of capacity and
                    energy from System Energy's share of Grand Gulf 1
Waterford 3         Unit  No.  3 (nuclear) of the Waterford Steam  Electric
                    Generating  Station, owned 90.7% by Entergy  Louisiana.
                    The  remaining  9.3% undivided interest  is  leased  by
                    Entergy Louisiana.
White Bluff         White  Bluff  Steam  Electric Generating  Station,  57%
                    owned by Entergy Arkansas
                                     


<PAGE>
                                     

                                  PART I

Item 1.  Business
                            BUSINESS OF ENTERGY
                                     
General

      Entergy  Corporation  is a Delaware corporation  which,  through  its
subsidiaries,  engages  principally in the following  businesses:  domestic
utility,  power  marketing  and  trading,  global  power  development,  and
domestic  nuclear operations.  It has no significant assets other than  the
stock  of  its  subsidiaries.  Entergy Corporation is a  registered  public
utility holding company under PUHCA.  As such, Entergy Corporation and  its
subsidiaries  generally are subject to the broad regulatory  provisions  of
PUHCA.   PUHCA limits entry by registered public utility holding  companies
to  domestic  integrated utility businesses, domestic and foreign  electric
generation  ventures,  foreign  utility ownership,  telecommunications  and
information   service  businesses,  and  other  domestic   energy   related
businesses.

Domestic Utility

      Entergy  Corporation has five wholly-owned domestic  retail  electric
utility  subsidiaries:   Entergy Arkansas,  Entergy  Gulf  States,  Entergy
Louisiana,  Entergy Mississippi, and Entergy New Orleans.  As  of  December
31,  1998,  these  utility companies provided retail  electric  service  to
approximately 2.5 million customers primarily in portions of the states  of
Arkansas,  Louisiana,  Mississippi, and Texas.  In addition,  Entergy  Gulf
States  furnishes  natural gas utility service in and around  Baton  Rouge,
Louisiana, and Entergy New Orleans furnishes natural gas utility service in
New Orleans, Louisiana.  The business of the domestic utility companies  is
subject  to  seasonal  fluctuations, with the peak  sales  period  normally
occurring during the third quarter of each year.  During 1998, the domestic
utility companies' combined retail electric sales as a percentage of  total
electric  sales  were:  residential  -  27.8%;  commercial  -  20.8%;   and
industrial  -  39.0%.  Retail electric revenues from  these  sectors  as  a
percentage  of  total  electric  revenues  were:   residential   -   37.5%;
commercial  -  24.7%;  and industrial - 29.8%.  Sales to  governmental  and
municipal sectors and to nonaffiliated utilities accounted for the  balance
of  energy  sales.  The major industrial customers of the domestic  utility
companies are in the chemical, petroleum refining, paper, and food products
industries.   The  retail rates and services of Entergy's  domestic  retail
utility  subsidiaries  are  regulated  by  state  and/or  local  regulatory
authorities.

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

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

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

Power Marketing and Trading

      Entergy  conducts its power marketing and trading business  primarily
through  two subsidiaries, Entergy Power and EPMC, which are both  Delaware
corporations.  Entergy Power is a domestic power producer that owns 665  MW
of  fossil-fueled  generation assets located in  Arkansas.   Entergy  Power
markets  electric  capacity  and energy in the wholesale  market.   Entergy
Power's  wholesale  power sales are subject to the  jurisdiction  of  FERC.
EPMC  engages in the marketing and trading of physical and financial energy
commodity  products,  industrial  energy management,  and  risk  management
services.  It has authority from the SEC to deal in a wide range of  energy
commodities and related financial products.  Entergy's power marketing  and
trading business has also recently begun trading activities in the UK.

      EPMC  is  exposed  to credit risk in the event of  nonperformance  by
counterparties  to  financial  instruments.  For  each  counterparty,  EPMC
analyzes  the  financial  condition prior to entering  into  an  agreement,
establishes credit limits, and monitors the appropriateness of these limits
on  an  ongoing  basis.   Swap  contracts and most  other  over-the-counter
instruments  may  be subject to margin requirements with the  counterparty.
The  principal  markets  for  power  and  natural  gas  are  utilities  and
industrial  end-users located throughout the United  States.   EPMC  has  a
concentration  of  receivables  due from such  customers.   These  industry
concentrations may affect EPMC's overall credit risk, either positively  or
negatively,  in  that  changes in economic, industry, regulatory  or  other
conditions may similarly affect certain customers.

Other Businesses

     Entergy's global power development business is focused on acquiring or
developing  power generation projects in Australia, Europe, Latin  America,
and  North America.  This business owns interests in the following  foreign
electric generation assets:

     Investment                    Percent Ownership   Status

Argentina - Costanera, 1,260 MW              6%        operational
Argentina - Costanera expansion, 220 MW      10%       operational
Chile - San Isidro, 370 MW                   25%       operational
Pakistan - Hub River, 1,292 MW               5%        operational
Peru - Edegel - 819 MW                       21%       operational
United Kingdom - Saltend, 1,200 MW           100%      under construction
United Kingdom - Damhead Creek, 792 MW       100%      under construction

Entergy's  global power development business has several other  development
projects located within its focus geographic regions in the planning stages
as   well  as  the  24MW  Nantong  project  under  construction  in  China.
Management does not intend to pursue further developments in Asia.

      Entergy's  domestic nuclear business focuses on providing  operations
and management services (O&M Services), including decommissioning services,
to  nuclear  generating facilities owned by other utilities in  the  United
States.   O&M  Services  include  engineering,  long  term  operations  and
maintenance,  fuel  procurement,  management  and  supervision,   technical
support  and training, administrative support, and any other managerial  or
technical  services required to operate, maintain and decommission  nuclear
electric  power  facilities. Currently such services are provided  for  the
Maine Yankee nuclear power plant.

      In  November 1998, Entergy's nuclear business signed an agreement  to
buy   Boston   Edison's  670  MW  Pilgrim  Nuclear  Station  in   Plymouth,
Massachusetts.   Pilgrim is the first plant to be acquired  by  Entergy  as
part  of  a  non-regulated business strategy that  focuses  on  competitive
nuclear  power  acquisitions and power generation as primary growth  areas.
Management expects to close the transaction in the second quarter of  1999.
The  sales  agreement  provides  that  Boston  Edison  will  fully  fund  a
decommissioning cost trust based on estimated decommissioning  costs.   The
sales  agreement also includes total output power purchase agreements  with
Boston Edison and other utilities.  One hundred percent of plant output  is
committed through 2001, which decreases to 50% by 2003.  The power purchase
agreements will expire at the end of 2004.

Business Sales

      Prior  to  1998,  Entergy acquired interests in a number  of  foreign
utility  businesses.  In August 1998, Entergy's Board of Directors approved
a  new  strategic  focus  that  included  the  sale  of  certain  of  these
businesses.    The   largest  investment  was  the  ownership   of   London
Electricity.  Entergy, through Entergy London, acquired London  Electricity
in  February 1997.  London Electricity is a regional electric company  that
is  principally  engaged in the distribution and supply of  electricity  to
customers  in  and around London, England.  Entergy sold  its  interest  in
Entergy  London and London Electricity in December 1998.  Entergy's  second
largest  investment was CitiPower, which is an Australian company  acquired
in  January 1996.  CitiPower is principally engaged in the distribution and
supply  of electricity to customers in Melbourne, Australia.  Entergy  sold
its  interest  in  CitiPower in December 1998.   Entergy  also  owns  a  5%
interest in Edesur, S.A., which is the retail electric distribution company
for  the  southern part of Buenos Aires, Argentina.  Entergy is seeking  to
sell its interest in Edesur in 1999.

      In  September  1998,  Entergy sold its energy management  subsidiary,
Efficient  Solutions, Inc. (formerly Entergy Integrated  Solutions,  Inc.).
In January 1999, Entergy disposed of its security monitoring business which
operates  primarily in North and South Carolina, Alabama, Florida, Georgia,
Mississippi,  Louisiana,  and  Texas.  In March  1999,  Entergy  signed  an
agreement  to  dispose  of its interest in the Hyperion  Telecommunications
joint  ventures,  which operate three Competitive Local  Exchange  Carriers
(CLECs)  in  Little Rock, Arkansas; Jackson, Mississippi; and Baton  Rouge,
Louisiana.   These  CLECs provide long distance carrier  access  and  local
exchange services.

Domestic and Foreign Generation Investments

      Entergy's  ability  to  invest  in domestic  and  foreign  generation
businesses  is  subject to the SEC's regulations under PUHCA.   Absent  SEC
approval,  these  regulations limit the aggregate amount that  Entergy  may
invest in domestic and foreign generation businesses to an amount equal  to
50%  of  consolidated retained earnings at the time an investment is  made.
Due to the sale of electric distribution businesses in the UK and Australia
in  1998,  Entergy  will  have the ability to make  significant  additional
investments in domestic and foreign generation businesses.

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

Selected Data

      Selected  customer  and sales data for 1998  are  summarized  in  the
following tables:

<TABLE>
<CAPTION>
                                                                   Customers as of
                                                                  December 31, 1998
                     Area Served                                   Electric     Gas
                                                                     (In Thousands)
<S>                  <C>                                             <C>        <C>
Entergy Arkansas     Portions of Arkansas and Tennessee                629        -
Entergy Gulf States  Portions of Texas and Louisiana                   658       89
Entergy Louisiana    Portions of Louisiana                             631        -
Entergy Mississippi  Portions of Mississippi                           388        -
Entergy New Orleans  City of New Orleans, except Algiers, which
                       is provided electric service by
                       Entergy Louisiana                               189      151
                                                                     -----      ---
  Total customers                                                    2,495      240
                                                                     =====      ===

</TABLE>


        1998 - Selected Domestic Utility Electric Energy Sales Data


<TABLE>
<CAPTION>

                        Entergy     Entergy      Entergy      Entergy       Entergy     System   
                       Arkansas   Gulf States   Louisiana   Mississippi   New Orleans   Energy   Entergy (a)
                                                (In GWH's)
<S>                     <C>         <C>           <C>          <C>            <C>        <C>      <C>
Electric Department:    
  Sales to retail
   customers            18,456      34,596        29,004       12,325         5,841          -    100,224
  Sales for resale:
   Affiliates            6,500       1,091           386        2,424           370      8,259          -
   Other                 5,948       2,990           855          484           199          -     11,187
                        ---------------------------------------------------------------------------------
     Total              30,904      38,677        30,245       15,233         6,410      8,259    111,411
Steam Department:
  Sales to steam
   products customer         -       1,803             -            -             -          -      1,803
                        ---------------------------------------------------------------------------------
     Total              30,904      40,480        30,245       15,233         6,410      8,259    113,214
                        =================================================================================


Average use per
 residential            12,333      15,510        15,329       14,555        12,611          -     14,303
 customer (KWH)         =================================================================================


</TABLE>


(a)   Includes the effect of intercompany eliminations.

                  1998 - Selected Natural Gas Sales Data

      Entergy  New  Orleans  and Entergy Gulf States  sold  15,969,673  and
6,321,495  MCF, respectively, of natural gas to retail customers  in  1998.
Revenues  from natural gas operations for each of the three  years  in  the
period  ended December 31, 1998, were not material for Entergy Gulf States.
Entergy New Orleans' products and services are discussed below in "BUSINESS
SEGMENTS".

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

Employees

     As of December 31, 1998, Entergy had 12,816 employees as follows:

        Full-time:
          Entergy Corporation                           -
          Entergy Arkansas                          1,413
          Entergy Gulf States                       1,476
          Entergy Louisiana                           720
          Entergy Mississippi                         729
          Entergy New Orleans                         302
          System Energy                                 -
          Entergy Operations                        3,581
          Entergy Services                          3,021
          Other subsidiaries                        1,455
                                                   ------
            Total Full-time                        12,697
          Part-time                                   119
                                                   ------
            Total Entergy                          12,816
                                                   ======

Competition

      "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS, SIGNIFICANT  FACTORS
AND  KNOWN TRENDS" and Note 2 to the financial statements contain  detailed
discussions  of  competitive  challenges  Entergy  faces  in  the   utility
industry, including the filings made by the domestic utility companies with
their   respective  state  and  local  regulatory  authorities   addressing
transition to a more competitive utility business environment.


                 CAPITAL REQUIREMENTS AND FUTURE FINANCING

     Estimated construction expenditures for the domestic utility companies
and  System Energy for the period 1999-2001 are set forth in the  following
table.   These estimates include environmental expenditures and AFUDC,  but
exclude nuclear fuel.

                        1999     2000     2001     2002
                                  (In Millions)

Entergy Arkansas        $210     $210     $187     $607
Entergy Gulf States      161      157      141      459
Entergy Louisiana        114      111       99      324
Entergy Mississippi       66       66       59      191
Entergy New Orleans       37       31       27       95
System Energy             22       22       19       63

      With  the  exception of Entergy Arkansas, no significant construction
costs  are expected in connection with the domestic utility companies'  and
System  Energy's generating facilities.  Entergy plans to return generating
stations  at  Entergy Arkansas, Entergy Louisiana and Entergy  New  Orleans
with  583  MW  of  capacity to service in 1999.   These  stations  will  be
returned  to  service with estimated capital expenditures of $9.0  million,
which  is  included  above.  Projected construction  expenditures  for  the
replacement  of ANO 2's steam generators are included in Entergy  Arkansas'
estimated  figures  above. The replacement of ANO 2's steam  generators  is
discussed in Note 9 to the financial statements.  Actual construction costs
may vary from these estimates for a number of reasons, including changes in
load  growth  estimates, environmental regulations, and  labor,  equipment,
materials, and capital costs, and modifications to generating units to meet
regulatory   requirements.    In  addition  to   construction   expenditure
requirements,  Entergy  must meet scheduled long-term  debt  and  preferred
stock  maturities and cash sinking fund requirements.  Capital requirements
and  financing information are discussed in Notes 4, 5, 6,  and  7  to  the
financial statements.

      In December 1997, Entergy's global power development business entered
into  a  BPS646  million (approximately $1.07 billion)  nonrecourse  credit
facility  with  an  international bank group for the  construction  of  the
Saltend  1,200  MW gas-fired power plant in northeast England.   The  power
plant  will sell power into the UK power pool at prices established by  the
market.  This plant is being constructed under a lump-sum contract  with  a
major  international  contractor.  This business has also  entered  into  a
series  of  contracts, including a long-term ground lease for the  site;  a
long-term  gas supply agreement with take-or-pay obligations, and  a  long-
term  steam and power supply agreement with the industrial host.  The total
cost  of  this  project  is currently estimated to  be  approximately  $875
million.   The  project  is  expected to be operational  by  January  2000.
Financing is discussed in Note 7 to the financial statements.

     In September 1997, Entergy's global power generation business acquired
land  in southeast England and certain rights to build a power station  for
$67  million.  In September 1998, this business began construction  of  the
Damhead  Creek  792 MW combined cycle gas turbine merchant power  plant  on
this  site.   The total cost of this project is currently estimated  to  be
approximately  $594  million.   Agreements have  been  finalized  regarding
permanent  financing, construction and gas supply.  Damhead  Creek's  power
will  be  sold through the England and Wales Electricity Pool.  The  target
date for commercial operation is the fourth quarter of 2000.  The financing
of Damhead Creek is discussed in Note 7 to the financial statements.

      Entergy  Corporation's  primary capital requirements  are  to  invest
periodically  in, or make loans to, its subsidiaries and to invest  in  new
enterprises.  Management discusses Entergy Corporation's current and future
planned investments in its subsidiaries and the financial sources for  such
investments in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -  LIQUIDITY
AND  CAPITAL  RESOURCES".   The  principal sources  of  funds  for  Entergy
Corporation  are  dividend  distributions  from  its  subsidiaries,   funds
available  under  its  bank  credit facilities,  funds  received  from  its
dividend reinvestment and stock purchase plan, and funds received from  the
sale of foreign utility investments.

Certain System Financial and Support Agreements

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

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

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

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

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

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

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

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

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

      Since commercial operation of Grand Gulf 1 began, payments under  the
Unit  Power  Sales  Agreement to System Energy have  exceeded  the  amounts
payable under the Availability Agreement.  Therefore, no payments under the
Availability Agreement have ever been required.  In the event such payments
were  required, the ability of Entergy Arkansas, Entergy Louisiana, Entergy
Mississippi,  and  Entergy  New  Orleans to recover  from  their  customers
amounts  paid  under the Availability Agreement, or under  the  assignments
thereof, would depend upon the outcome of rate proceedings before state and
local regulatory authorities.  Opposition to full recovery would be likely,
and the outcome of such proceedings, should they occur, is not predictable.

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

Capital Funds Agreement (Entergy Corporation and System Energy)

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

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

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

Rate Matters

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

Wholesale Rate Matters

System Energy

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

      In  December  1995,  System Energy implemented a $65.5  million  rate
increase,  subject to refund.  In 1998, FERC approved requests  by  Entergy
Arkansas  and  Entergy Mississippi to accelerate a portion of  their  Grand
Gulf  purchased  power  obligations.  The rate increase  request  filed  by
System Energy with FERC and the Grand Gulf accelerated recovery tariffs are
discussed in Note 2 to the financial statements.

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

      Entergy's  domestic  utility  companies  engage  in  the  coordinated
planning,  construction,  and  operation  of  generation  and  transmission
facilities  pursuant  to  the terms of the System Agreement,  as  described
under "PROPERTY - Generating Stations", below.

     In  connection  with  the Merger in 1993, FERC approved  certain  rate
schedule  changes  to  integrate  Entergy  Gulf  States  into  the   System
Agreement.   In 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.  The LPSC and the MPSC submitted
testimony  in  this  proceeding  seeking retroactive  refunds  for  Entergy
Louisiana  and  Entergy Mississippi estimated at $22.6  million  and  $13.2
million  plus related interest charges, respectively.  The ALJ  recommended
that no retroactive refunds should be ordered and that the System Agreement
should  be amended to allow out-of-service units to be included in  reserve
equalization.   In  August  1997, the FERC  issued  an  Opinion  and  Order
affirming the initial decision of the ALJ.  The LPSC and the MPSC  filed  a
request  for  rehearing of FERC's August 1997 decision, which  was  denied.
The  LPSC  and the MPSC then appealed FERC's decision to the U.S. Court  of
Appeals for the D. C. Circuit in March 1998.  Oral arguments in this appeal
are  scheduled for March 1999.  No assurance can be given as to the  timing
or outcome of the appeal.

     In  March 1995, the LPSC filed a complaint with FERC alleging that the
System  Agreement  results  in  unjust and unreasonable  rates.   The  LPSC
requested  FERC to modify the System Agreement to exclude curtailable  load
from  the  cost  allocation determination and to permit Entergy's  domestic
utility  companies that engage in real-time pricing at the retail level  to
be  assessed  only  the marginal cost for energy sold  among  the  domestic
utility  companies.   In August 1996, FERC dismissed the  LPSC's  complaint
finding  that  the  LPSC's claim that the System Agreement  is  unjust  and
unreasonable  was without merit.    The FERC confirmed this  finding  in  a
September  1997 order denying the LPSC's request for rehearing.   The  LPSC
has  appealed  FERC's dismissal of its complaint to the D. C.  Circuit  and
oral arguments in this appeal were held in December 1998.  No assurance can
be given as to the timing or outcome of the appeal.

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

      In  October 1994, Entergy's domestic utility companies filed  revised
transmission tariffs.  In January 1995, FERC made the transmission  tariffs
effective,  subject  to  refund, and ordered an  investigation  of  Entergy
Power's  market  pricing authority, thereby making Entergy  Power's  market
price  rate schedules subject to refund.  In October 1998, the FERC  issued
an  order, which stipulated that Entergy's open access transmission  tariff
mitigated  any  transmission  market power and affirmed  that  transmission
service  should be priced at a rolled-in, system-wide rate rather than  the
bifurcated  bulk and local transmission pricing proposed by  Entergy.   The
FERC  also  rejected customers' requests to receive credits  for  customer-
owned  facilities  that  are not integrated with,  and  support,  Entergy's
transmission  system.   Requests for rehearing  or  clarification  of  that
decision  are pending before FERC.  The October 1998 order also  determined
that  no  further action is needed in the investigation of Entergy  Power's
market pricing authority.

       Competition  within  the  wholesale  electric  energy   market   has
intensified with open access transmission and an increase in marketing  and
trading   activities  by  utilities  and  power  marketers.   Open   access
transmission  allows third party suppliers to transmit energy to  customers
over  transmission facilities owned by another entity.  To  implement  open
access transmission to wholesale customers, FERC issued two orders in 1996.
Order No. 888 requires all public utilities subject to FERC jurisdiction to
provide  wholesale  transmission access to third parties  and  specifically
addresses  issues  related to nondiscriminatory transmission  and  stranded
costs.   Order  No.  889  addresses  codes  of  conduct  and  requires  the
implementation  and  maintenance of an open  access  same-time  information
system by each public utility.

      In  July  1996, Entergy's domestic utility companies  filed  an  open
access  transmission tariff in compliance with FERC Order  No.  888,  which
superseded  the tariffs previously filed.  In January 1997,  FERC  accepted
the  non-rate  terms  and conditions of the July 1996  tariff,  subject  to
limited  modifications.   In a March 1997 order  (Order  No.  888-A),  FERC
directed  public  utilities  to file revised  tariffs  to  reflect  changes
resulting from rehearing of Order No. 888.  In July 1997, Entergy  Services
filed  with  the  FERC its wholesale transmission access compliance  tariff
incorporating  the non-rate terms and conditions of FERC Order  No.  888-A.
FERC's October 1998 Order discussed above resolved the rate-related issues.

      In response to FERC policy strongly favoring independent control over
transmission operations as a means of enhancing competitive wholesale power
markets,  Entergy  has  proposed  to  FERC  the  formation  of  a  regional
transmission company (Transco).  The proposed Transco would be:

     o  a separate legal entity regulated by FERC;
     o  composed of the transmission system transferred to it by the
        domestic utility companies and other transmission owners in
        Entergy's region;
     o  operated and maintained by employees who would work exclusively
        for the Transco and would not be employed by Entergy or the
        domestic utility companies; and
     o  passively owned by the domestic utility companies, which will not
        control or otherwise direct its operation and management.

Management  expects  to make additional filings with  federal,  state,  and
local  regulatory authorities seeking necessary approvals for the formation
of the Transco.

Retail Rate Matters

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

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

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

      The  domestic utility companies have initiated proceedings with state
and  local regulators regarding an orderly transition to a more competitive
market for electricity.  The filings by the domestic utility companies  and
the  generic  restructuring dockets established  by  the  local  and  state
regulators  are  discussed  more thoroughly in  Note  2  to  the  financial
statements.

Entergy Arkansas

Retail Rate Proceedings

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

Recovery of Grand Gulf 1 Costs

      Under the settlement agreement entered into with the APSC in 1985 and
amended in 1988, Entergy Arkansas agreed to forego recovery of a portion of
its  Grand  Gulf  l-related  costs, to recover  a  portion  of  such  costs
currently,  and  to  defer  a portion of such costs  for  future  recovery.
Deferrals  ceased  in l990, and Entergy Arkansas has fully  recovered  such
deferrals  pursuant to the phase-in plan, which expired in  November  1998.
In 1996 and subsequent years, Entergy Arkansas retains 22% of its 36% share
(approximately 7.92%) of Grand Gulf 1 costs and recovers the remaining  78%
through  rates.  In  the event Entergy Arkansas is not  able  to  sell  its
retained  share  to third parties, it may sell such energy  to  its  retail
customers  at a price equal to its avoided energy cost, which is  currently
less than Entergy Arkansas' cost of energy from its retained share.

Fuel Recovery

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

Rate Freeze

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

Entergy Gulf States

Retail Rate Proceedings

     Entergy Gulf States' retail rate proceedings that were resolved during
the  past  year  or are currently pending are discussed in Note  2  to  the
financial statements.

Settlement Agreement

      On  February  1, 1999, Entergy Gulf States entered into a  settlement
agreement  with all but one of the parties to Entergy Gulf States'  pending
Texas rate proceeding.  If approved, the settlement agreement would resolve
the  pending approval of Entergy Gulf States' 1996 rate proceedings as well
as  its  1998  rate proceedings and all pending appeals in  other  matters,
except  for  the  appeal in the River Bend cost recovery  proceeding.   The
settlement agreement provides for the following:

     o    an annual $4.2 million base rate reduction, effective March 1,
          1999, which is in addition to the annual $69 million base rate
          reduction (net of River Bend accounting order deferrals) in the
          PUCT's second order on rehearing in October 1998;
     o    a reduced fixed fuel factor, effective March 1, 1999;
     o    a methodology for semi-annual revisions of the fixed fuel
          factor based on the market price of natural gas;
     o    a base rate freeze through June 1, 2000;
     o    remaining River Bend accounting order deferrals as of January 1,
          1999, are to be amortized over three years on a straight-line
          basis, provided that such accounting order deferrals shall not
          be recognized in any subsequent base rate case or stranded cost
          calculation;
     o    the dismissal of all pending appeals relating to Entergy Gulf
          States' proceedings with the PUCT, except the River Bend appeal
          discussed below; and
     o    the potential recovery in the River Bend appeal is limited to
          $115 million net plant in service as of January 1, 2002, less
          depreciation over the remaining life of the plant beginning
          January 1, 2002 through the date the plant costs are included
          in rate base, provided that any such recovery shall not be
          used to increase rates above the level agreed to in the
          settlement agreement.

On  February  19, 1999, the PUCT approved the implementation of  new  rates
consistent with the terms of the settlement agreement on an interim  basis,
pending  final  approval of the settlement agreement.  The new  rates  were
made  effective  on March 1, 1999.  The PUCT will hold  a  hearing  on  the
settlement agreement on April 13, 1999, and a final decision is expected in
May  1999.   Management cannot predict the likelihood that  the  PUCT  will
approve the settlement agreement.

Recovery of River Bend Costs
      
      Entergy  Gulf  States  was  amortizing $182  million  of  River  Bend
operating  and  purchased power costs, depreciation, and  accrued  carrying
charges over a 20-year period.  However, the PUCT recently accelerated  the
recovery of these deferrals to a three-year recovery period ending  in  May
1999.   In  1998, Entergy Gulf States recorded reserves of   $81.6  million
($48.6 million net of taxes) reflecting such accelerated recovery pending a
final  decision  on Entergy Gulf States' appeal.  The settlement  agreement
discussed  above, if approved, would allow Entergy Gulf States to  amortize
the remaining deferral balance as of January 1, 1999 over three years on  a
straight-line  basis, provided that such accounting order  deferrals  shall
not  be  recognized  in  any subsequent base rate  case  or  stranded  cost
calculation.

     Also, in accordance with a phase-in plan approved by the LPSC, Entergy
Gulf  States deferred $294 million of its River Bend costs related  to  the
period  February  1988 through February 1991.  These  deferrals  have  been
fully  recovered pursuant to the phase-in plan, which expired  in  February
1998.

Texas Jurisdiction - River Bend

      In  March 1998, the PUCT issued an order disallowing recovery of $1.4
billion  of  company-wide abeyed River Bend plant costs  and  approximately
$157 million of Texas retail jurisdiction deferred River Bend operating and
carrying   costs  (Abeyed  Deferrals).   Based  on  its  long-lived   asset
impairment policy, Entergy Gulf States wrote off Abeyed Deferrals  of  $169
million, net of tax, effective January 1, 1996.  The River Bend plant costs
have been held in abeyance since 1988, during which time they have been the
subject of several appeals by Entergy Gulf States.  Following denial by the
PUCT  of  Entergy  Gulf States' latest motion for rehearing,  Entergy  Gulf
States  has  again appealed the PUCT's decision on this matter to  a  Texas
District  Court.   The settlement agreement discussed above,  if  approved,
would require that Entergy Gulf States not act on its appeal before January
1, 2002 and would limit the potential recovery to $115 million net plant in
service as of January 1, 2002, less depreciation over the remaining life of
the  plant  beginning January 1, 2002 through the date the plant costs  are
included in rate base, provided that any such recovery shall not be used to
increase  rates  above  the  level agreed to in the  settlement  agreement.
Based  on  advice of counsel, management believes that it is probable  that
the  matter will be remanded again to the PUCT for a further ruling on  the
prudence of the abeyed plant costs and it is reasonably possible that  some
portion  of  these costs will be included in rate base.  The  abeyed  plant
cost  proceedings and reserves established to reflect management's estimate
of  the probable outcome thereof are discussed in more detail in Note 2  to
the financial statements.

Fuel Recovery

      Entergy Gulf States' Texas rate schedules include a fixed fuel factor
to recover fuel and purchased power costs not recovered in base rates.  The
fixed  fuel  factor  may be revised every six months in accordance  with  a
schedule  set by the PUCT.  To the extent actual costs vary from the  fixed
factor,  refunds  or surcharges are required or permitted.  The  settlement
agreement  discussed above, if approved, would establish a methodology  for
semi-annual revisions of the fixed fuel factor based on the market price of
natural gas, effective through December 2001 or until otherwise ordered  by
the  PUCT.   Fuel  costs are also subject to reconciliation proceedings  at
least every three years.

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

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

Entergy Louisiana

Retail Rate Proceedings

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

Recovery of Grand Gulf 1 Costs

      In a series of LPSC orders, court decisions, and agreements from late
1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to
costs associated with Entergy Louisiana's share of capacity and energy from
Grand  Gulf  l, subject to certain terms and conditions.  In November  1988
Entergy Louisiana agreed to retain, and not recover from retail ratepayers,
18%  of its 14% share (approximately 2.52%) of the costs of Grand Gulf  1's
capacity  and energy.  Non-fuel operation and maintenance costs  for  Grand
Gulf 1 are recovered through Entergy Louisiana's base rates.  Additionally,
Entergy  Louisiana  is  allowed to recover,  through  the  fuel  adjustment
clause, 4.6 cents per KWH for the energy related to its retained portion of
these  costs.   Alternatively, Entergy Louisiana may sell  such  energy  to
nonaffiliated  parties at prices above the fuel adjustment clause  recovery
amount, subject to the LPSC's approval.

Performance-Based Formula Rate Plan

      In  September  1998  the LPSC issued an order  extending  the  annual
performance-based formula rate plan filings for Entergy  Louisiana  for  an
additional  three  years, through an April 2000 filing for  the  1999  test
year.  Entergy Louisiana's performance-based formula rate plan filings  are
discussed in Note 2 to the financial statements.

Fuel Recovery

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

Entergy Mississippi

Retail Rate Proceedings

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

Recovery of Grand Gulf 1 Costs

      In September 1985 the MPSC granted Entergy Mississippi an annual base
rate  increase  of  approximately $326.5 million  in  connection  with  its
allocated  share  of Grand Gulf 1 costs.  The MPSC also  provided  for  the
deferral  of  a portion of such costs that were incurred each year  through
1992,  and  recovery of these deferrals over a period of six  years,  which
ended in September 1998.

Performance-Based Formula Rate Plan

      Under  a  performance-based formula rate  plan  (formula  rate  plan)
effective  March 25, 1994, Entergy Mississippi's earned rate of  return  is
calculated  automatically  every 12 months and  compared  to  and  adjusted
against  a  benchmark rate of return (calculated under a  separate  formula
within  the formula rate plan).  The formula rate plan allows for  periodic
small  adjustments in rates based on a comparison of actual earned  returns
to  benchmark  returns and upon certain performance factors.   The  formula
rate  plan  filing for the 1997 test year is discussed in  Note  2  to  the
financial statements.  The formula rate plan filing for the 1998 test  year
will be submitted in March 1999.

Fuel Recovery

      Entergy  Mississippi's rate schedules include an energy cost recovery
rider to recover the costs of energy (fuel and purchased energy costs). The
rider  utilizes  projected energy costs for the  coming  calendar  year  to
develop an energy cost rate, which is redetermined annually and includes  a
true-up  adjustment reflecting the over-recovery or under-recovery  of  the
energy   cost  as  of  September  30  immediately  preceding   the   annual
redetermination.

Entergy New Orleans

Retail Rate Proceedings

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

Recovery of Grand Gulf 1 Costs

      Under  Entergy New Orleans' various rate settlements with the Council
in  1986,  1988,  and 1991, Entergy New Orleans agreed to  absorb  and  not
recover from ratepayers a total of $96.2 million of its Grand Gulf 1 costs.
Entergy  New  Orleans was permitted to implement annual rate  increases  in
decreasing amounts each year through 1995, and to defer certain  costs  and
related  carrying  charges for recovery on a schedule extending  from  1991
through  2001.  As of December 31, 1998, the uncollected balance of Entergy
New Orleans' deferred costs was $64.2 million.

Fuel Recovery

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

Regulation

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

PUHCA

      Entergy  Corporation and its various direct and indirect subsidiaries
(with the exception of its EWG, FUCO, and ETC subsidiaries) are subject  to
the  broad  regulatory  provisions  of  PUHCA.   Except  with  respect   to
investments  in  certain domestic power projects, foreign  utility  company
projects,   and   telecommunication  projects,  the  principal   regulatory
provisions of PUHCA:

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

      Entergy Corporation and other electric utility holding companies have
supported  legislation in the United States Congress to  repeal  PUHCA  and
transfer  certain  aspects  of  the oversight  of  public  utility  holding
companies  from the SEC to FERC.  Entergy believes that PUHCA inhibits  its
ability  to compete in the evolving electric energy marketplace and largely
duplicates  the oversight activities already performed by FERC,  state  and
local regulators.  In June 1995, the SEC adopted a report proposing options
for the repeal or significant modification of PUHCA.

Federal Power Act

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

      Entergy  Arkansas holds a FERC license for two hydroelectric projects
(70  MW),  which was renewed on July 2, 1980 and expires in February  2003.
In  February 1998, Entergy Arkansas filed notice of its intent to relicense
these hydroelectric projects.

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

Regulation of Nuclear Power

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

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

Regulation of Spent Fuel and Other High-Level Radioactive Waste

     Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a
specified fee, to construct storage facilities for, and to dispose of,  all
spent  nuclear  fuel  and other high-level radioactive waste  generated  by
domestic nuclear power reactors.  However, the DOE has not yet identified a
permanent storage repository and, as a result, future expenditures  may  be
required to increase spent fuel storage capacity at Entergy's nuclear plant
sites.  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  is
presented in Note 9 to the financial statements.

Regulation of Low-Level Radioactive Waste

      The  availability  and  cost  of disposal  facilities  for  low-level
radioactive  waste  resulting  from normal  nuclear  plant  operations  are
subject  to  a  number  of uncertainties.  Under the Low-Level  Radioactive
Waste  Policy  Act  of  1980, as amended, each  state  is  responsible  for
disposal of waste originating in that state, but states may participate  in
regional compacts to fulfill their responsibilities jointly.  The States of
Arkansas  and  Louisiana  participate in the Central  Interstate  Low-Level
Radioactive  Waste  Compact  (Central States Compact),  and  the  State  of
Mississippi  participates  in  the Southeast  Low-Level  Radioactive  Waste
Compact  (Southeast  Compact).  Both the Central  States  Compact  and  the
Southeast Compact have experienced significant delays in the development of
waste  storage facilities.  Two disposal sites are currently  operating  in
the  United  States,  but  only one site, the  Barnwell  Disposal  Facility
(Barnwell)  located in South Carolina, is open to out-of-region generators.
The  availability of Barnwell provides only a temporary solution  for  low-
level radioactive waste storage, and does not alleviate the need to develop
new disposal capacity.

      The Southeast Compact process is currently on hold pending resolution
of future funding.  In December 1998, the host state for the Central States
Compact,  Nebraska, denied the license application.  On December 30,  1998,
Entergy  and  two  other utilities in the Central States  Compact  filed  a
lawsuit against the state of Nebraska seeking damages resulting from delays
and  a  faulty license review process.  Entergy Arkansas, Entergy Louisiana
and  Entergy  Gulf  States,  along with other waste  generators,  fund  the
development  costs  for  new disposal facilities relating  to  the  Central
States  Compact.   During  the fourth quarter of  1997,  Entergy  Arkansas,
Entergy  Louisiana, and Entergy Gulf States reserved $17.4  million,  $12.3
million,  and  $13.8 million, respectively, related to previously  deferred
radioactive  waste facility costs incurred in connection with  the  Central
States  Compact.   However, in 1998 based on actions of the  APSC,  Entergy
Arkansas   reversed  the  1997  reserve  of  previously   deferred   costs.
Development  costs to be incurred in the future are difficult  to  predict.
The  current schedules for the site development in both the Central  States
Compact  and  the Southeast Compact are undetermined at this  time.   Until
long-term  disposal facilities are established, Entergy will seek continued
access to existing facilities.  If such access is unavailable, Entergy will
store low-level waste at its nuclear plant sites.

Regulation of Nuclear Plant Decommissioning

      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and  System
Energy  are recovering through electric rates the estimated decommissioning
costs  for  ANO,  River Bend, Waterford 3, and Grand Gulf 1,  respectively.
These amounts are deposited in trust funds which, together with the related
earnings,  can  only be used for future decommissioning  costs.   Estimated
decommissioning  costs  are periodically reviewed and  updated  to  reflect
inflation   and   changes  in  regulatory  requirements   and   technology.
Applications are periodically made to appropriate regulatory authorities to
reflect   in   rates  the  changes  in  projected  decommissioning   costs.
Additional information with respect to decommissioning costs for ANO, River
Bend,  Waterford  3, and Grand Gulf 1 is found in Note 9 to  the  financial
statements.

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

Nuclear Insurance

      The  Price-Anderson Act limits public liability for a single  nuclear
incident  to  approximately $9.8 billion.  Entergy Arkansas,  Entergy  Gulf
States,  Entergy Louisiana, and System Energy have protection with  respect
to  this  liability  through  a combination of  private  insurance  and  an
industry  assessment  program, as well as insurance  for  property  damage,
costs  of replacement power, and other risks relating to nuclear generating
units.   Insurance applicable to the nuclear programs of Entergy  Arkansas,
Entergy  Gulf States, Entergy Louisiana, and System Energy is discussed  in
Note 9 to the financial statements.

Nuclear Operations

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

      Entergy  Operations operates ANO, River Bend, Waterford 3, and  Grand
Gulf  1,  subject to the owner oversight of Entergy Arkansas, Entergy  Gulf
States,  Entergy  Louisiana,  and  System  Energy,  respectively.   Entergy
Arkansas,  Entergy  Gulf States, Entergy Louisiana, and System  Energy  pay
directly or reimburse Entergy Operations at cost for its operation  of  the
nuclear units.

ANO Matters (Entergy Corporation and Entergy Arkansas)

     The replacement of steam generators at ANO 2 is discussed in Note 9 to
the financial statements.

River Bend (Entergy Corporation and Entergy Gulf States)

      In  connection  with  the  Merger,  Entergy  Gulf  States  filed  two
applications with the NRC in January 1993 to amend the River Bend operating
license.  The applications sought the NRC's consent to the Merger and to  a
change in the licensed operator of the facility from Entergy Gulf States to
Entergy  Operations.  The NRC Staff issued the two license  amendments  for
River  Bend.   On  February 14, 1994, Cajun filed  with  the  D.C.  Circuit
petitions  for  review of the two license amendments for  River  Bend.   In
March  1995,  the  D.C.  Circuit ordered that the  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.  Subsequent petitions for review  and
appeals  filed  by  Cajun  and the Arkansas Cities  and  Cooperatives  were
dismissed  in  1997 and 1998.  The two license amendments are currently  in
full force and effect.

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

General

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

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

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

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

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

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

Franchises

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

      Entergy  Gulf  States  holds non-exclusive  franchises,  permits,  or
certificates  of  convenience and necessity to  provide  electric  and  gas
service  in  approximately 55 incorporated municipalities in Louisiana  and
approximately 63 incorporated municipalities in Texas.  Entergy Gulf States
typically is granted 50-year franchises in Texas and 60-year franchises  in
Louisiana.   Entergy Gulf States' current electric franchises  will  expire
during  2007  -  2036 in Texas and during 2015 - 2046  in  Louisiana.   The
natural  gas franchise in the City of Baton Rouge will expire in 2015.   In
addition,  Entergy Gulf States has received from the PUCT a certificate  of
convenience  and necessity to provide electric service to areas  within  21
counties in eastern Texas.

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

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

      Entergy New Orleans provides electric and gas service in the City  of
New  Orleans  pursuant  to  city ordinances.  These  ordinances  contain  a
continuing  option  for  the City of New Orleans to  purchase  Entergy  New
Orleans' electric and gas utility properties.

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

Environmental Regulation

General

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

Clean Air Legislation

      The  Clean  Air  Act  Amendments of 1990 (the  Act)  established  the
following  three  programs  that currently or  in  the  future  may  affect
Entergy's fossil-fueled generation: (i) an acid rain program for control of
sulfur dioxide (SO2) and nitrogen oxides (NOx); (ii) an ozone nonattainment
area  program for control of NOx and volatile organic compounds; and  (iii)
an  operating permits program for administration and enforcement  of  these
and other Act programs.

      Under  the  acid rain program, it is anticipated that  no  additional
equipment  to control SO2 will be required by Entergy's subsidiaries.   The
Act  provides  allowances to most of the affected Entergy generating  units
for   emissions   based   upon   past   emission   levels   and   operating
characteristics.  Each allowance is an entitlement to emit one ton  of  SO2
per  year.   Under  the Act, utilities are or will be required  to  possess
allowances  for SO2 emissions from affected generating units.  All  Entergy
fossil-fueled generating units are classified as "Phase II" units under the
Act  and  are subject to SO2 allowance requirements beginning in  the  year
2000.   Management  believes that it will be able to operate  the  domestic
utility   companies'   generating  units  efficiently  without   installing
scrubbers or experiencing other significant expenditures.

      Control equipment may eventually be required for certain Entergy Gulf
States  generating  units  to  achieve NOx  reductions  due  to  the  ozone
nonattainment  status of areas served in and around Beaumont  and  Houston,
Texas.  Texas environmental authorities have imposed NOx controls on  power
plants that must be in place by November 1999.  The aggregate cost of  such
control  equipment for the affected Entergy Gulf States plants is estimated
to  be  less than $1.5 million through the year 2000.  It is expected  that
Texas,  in conjunction with the EPA, will publish future control strategies
in  1999.  Depending on the strategies developed by Texas, additional costs
may be incurred between 2000 and 2007, but these costs cannot currently  be
estimated.

Other Environmental Matters

      The Comprehensive Environmental Response, Compensation, and Liability
Act  of 1980, as amended (CERCLA), authorizes 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 cleanup the site or reimburse site clean-up costs.   CERCLA
has  been  interpreted to impose joint and several liability on responsible
parties.  Entergy's domestic utility companies have sent waste materials to
various  disposal sites over the years.  Also, certain operating procedures
and maintenance practices employed by Entergy's domestic utility companies,
which  historically were not subject to regulation, are  now  regulated  by
environmental  laws.   Some  of  these  sites  have  been  the  subject  of
governmental  action  under CERCLA, resulting in site clean-up  activities.
The  domestic  utility companies have participated to  various  degrees  in
accordance with their respective potential liabilities in such site  clean-
ups  and  have  developed  experience with clean-up  costs.   The  affected
domestic utility companies have established reserves for such environmental
clean-up/restoration activities.

Entergy Arkansas

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

       At   the  EPA's  request,  Entergy  Arkansas  voluntarily  performed
stabilization  activities  at the Benton Salvage  site  in  Saline  County,
Arkansas.  While the EPA has not named PRPs for this site, Entergy Arkansas
has attempted to negotiate a settlement with the EPA.  Entergy Arkansas and
the  EPA  were  unable to reach an agreement satisfactory to both  parties.
The  EPA  completed its own clean-up of the site in 1996.  Entergy Arkansas
does not believe that its potential liability, if any, with respect to this
site will be material.
  
      Entergy Arkansas entered into a Consent Administrative Order with the
ADPC&E  in  1991  that  named Entergy Arkansas as a  PRP  for  the  initial
stabilization associated with contamination at the Utilities Services, Inc.
state Superfund site located near Rison, Arkansas.  This site was found  to
have soil contaminated by PCBs and pentachlorophenol (a wood preservative).
Containers  and  drums  that contained PCBs and other hazardous  substances
were found at the site.  Entergy Arkansas' share of total remediation costs
at  this  site  is estimated not to exceed $2.7 million.  Entergy  Arkansas
worked  with ADPC&E to identify and notify other PRPs with respect to  this
site.   Entergy Arkansas has received assurances that the ADPC&E  will  use
its  enforcement authority to allocate remediation expenses  among  Entergy
Arkansas  and  any other PRPs that are identified.  Approximately  20  PRPs
have  been  identified  to  date.   Entergy  Arkansas  has  performed   the
activities  necessary  to stabilize the site, at a  cost  of  approximately
$400,000.

Entergy Gulf States

      Entergy Gulf States has been designated by the EPA as a PRP  for  the
clean-up of certain hazardous waste disposal sites.  Entergy Gulf States is
negotiating  with the EPA and state authorities regarding the  clean-up  of
these sites.  Several class action and other suits have been filed in state
and  federal courts seeking relief from Entergy Gulf States and others  for
damages  caused by the disposal of hazardous waste and for asbestos-related
disease  allegedly resulting from exposure on Entergy Gulf States' premises
(see "Other Regulation and Litigation" below).

      In  1971,  Entergy  Gulf States purchased property  near  its  Sabine
generating  station,  known as the Bailey site, for possible  expansion  of
cooling  water facilities.  Entergy Gulf States sold the property in  1984.
In  October  1984, an abandoned waste site on the property was included  on
the  NPL  by the EPA.  Entergy Gulf States negotiated with the  EPA  and  a
consent  decree has been signed by all PRPs for the voluntary  clean-up  of
the  Bailey  site.  On-site remediation was completed during  1997.   Total
remediation  costs at this site are currently expected to be  approximately
$33  million.   However,  federal and state agencies  are  still  examining
potential  liabilities  associated with natural resource  damage.   Entergy
Gulf  States is expected to be responsible for about 2.26% of the estimated
clean-up  cost.   Entergy Gulf States does not expect  that  its  remaining
responsibility  with respect to this site will be material after  allowance
for its existing provision for clean-up in the amount of $300,000.

      Entergy  Gulf States is currently involved in a multi-phased remedial
investigation of a site, known as the Lake Charles Service Center,  located
in  Lake Charles, Louisiana.  A manufactured gas plant (MGP) is thought  to
have operated at this site from approximately 1916 to 1931.  Coal tar, a by-
product of the distillation process employed at MGPs, was apparently routed
to  a  portion of the property for disposal.  The same area has  also  been
used  as a landfill.  Under an order issued by the LDEQ, which is currently
stayed,  Entergy Gulf States was required to investigate and, if necessary,
take  remedial  action at the site.  Preliminary estimates  of  remediation
costs  are  approximately  $20 million.  On  February  13,  1995,  the  EPA
published  a  proposed rule adding the Lake Charles Service Center  to  the
NPL.   Another  PRP has been identified that may have had  a  role  in  the
ownership  and  operation of the MGP.  Entergy Gulf States  has  signed  an
Administrative  Consent  Order  negotiated  with  the  EPA,  but  does  not
presently  expect  that  its ultimate responsibility  for  this  site  will
materially exceed its existing clean-up provision of $20 million.

      Entergy Gulf States is currently involved in an initial investigation
of  an  MGP site, known as the Old Jennings Ice Plant, located in Jennings,
Louisiana.   The  MGP site is believed to have operated from  approximately
1909 to 1926.  The site is currently used for an electrical substation  and
storage  of  transmission  and distribution equipment.   In  July  1996,  a
petroleum-like   substance  was  discovered  on  the  surface   soil,   and
notification was made to the LDEQ.  The LDEQ was aware of this  site  based
upon  a  survey  performed  by an environmental  consultant  for  the  EPA.
Entergy Gulf States obtained the services of an environmental consultant to
collect  core  samples  and to perform a search of  historical  records  to
determine  what  activities  occurred at Jennings.   Results  of  the  core
sampling,  which  found  limited  amounts of  contamination  on-site,  were
submitted  to  the  LDEQ.   The review by LDEQ is complete  and  additional
sampling  is  planned during 1999 to determine a cost-effective remediation
strategy.    Entergy   does   not  expect  that  its   ultimate   financial
responsibility with respect to this site will be material.  The  amount  of
its existing provision for clean-up is $250,000.

Entergy Louisiana, Entergy New Orleans, and System Energy

      Entergy  Louisiana,  Entergy  New Orleans,  and  System  Energy  have
received  notices  from  the  EPA  and/or  the  states  of  Louisiana   and
Mississippi  that  one  or  more of them may be a  PRP  for  the  following
disposal  sites,  which  are  neither owned nor  operated  by  any  Entergy
subsidiary:
  
 o  In October 1997, the MDEQ ordered Entergy Louisiana to implement a
    remedial action work plan prepared by a PRP committee for Disposal Systems,
    Inc. sites at Fifth Street (Clay Point) and Lee Street in Biloxi,
    Mississippi, and at Woolmarket, Mississippi.  Entergy Louisiana filed a
    petition with the MDEQ denying that it had sent any wastes to the Lee
    Street or Woolmarket sites.  With regard to the Clay Point site, the
    petition states: 1) that wastes that had been transported by its contractor
    to the site are not pollutants within the meaning of the applicable
    Mississippi statutes or regulations; 2) that any wastes at that site have
    been cleaned up under a consent decree between the EPA and the PRPs, which
    was approved by the U. S. District Court for the Southern District of
    Mississippi, Southern Division; 3) that any cleaned up waste is stored at a
    warehouse on the site; and, 4) that the State of Mississippi has no
    jurisdiction in view of the consent decree of the federal court.  The
    petition further requested a hearing before the MDEQ.  No hearing date has
    been set.  The MDEQ issued a similar order on the same date to Entergy
    Louisiana's contractor, Ebasco Services, Inc., which Entergy Louisiana has
    agreed to defend and indemnify.  The MDEQ issued a similar order on the
    same date to Bechtel Power, the contractor for System Energy on the Grand
    Gulf plant.  System Energy was not named as a defendant in the order.
    Bechtel has filed a petition asking for a hearing.  Entergy is currently
    negotiating a settlement that was developed by a PRP committee.  The
    settlement would relieve Entergy Louisiana and System Energy of future
    liability or costs associated with these sites.  The settlement for Entergy
    Louisiana, including EBASCO, is expected to be approximately $300,000.
    System Energy is not expected to participate in the settlement payments.
  
 o  From 1992 to 1994, Entergy Louisiana performed a site assessment and
    remedial activities at a retired power plant known as the Thibodaux
    municipal site, previously owned and operated by a Louisiana municipality.
    Entergy Louisiana purchased the power plant at this site as part of the
    acquisition of municipal electric systems.  The site assessment indicated
    some subsurface contamination from fuel oil.  Remediation of the Thibodaux
    site is expected to continue through 2000.  The cost incurred through
    December 31, 1998 for the Thibodaux site is $386,000, and future costs are
    not expected to exceed the existing provision of $433,000.

      During  1993,  the LDEQ issued new rules for solid waste  regulation,
including  regulation of waste water impoundments.  Entergy  Louisiana  has
determined  that  certain of its power plant waste water impoundments  were
affected by these regulations and has chosen to upgrade or close them.   As
a  result,  a  remaining recorded liability in the amount of  $5.9  million
existed  at  December  31,  1998  for waste water  upgrades  and  closures.
Completion  of  this  work  is  awaiting the LDEQ's  approval.   Cumulative
expenditures  relating  to  the  upgrades  and  closures  of  waste   water
impoundments are $7.1 million as of December 31, 1998.

Other Regulation and Litigation

Merger  (Entergy Corporation and Entergy Gulf States)

      FERC's  orders approving the Merger were appealed to the D.C. Circuit
by  Entergy  Services, the Council, the Arkansas Electric Energy  Consumers
(AEEC),  the  APSC,  Cajun,  the  MPSC,  the  American  Forest  and   Paper
Association, the State of Mississippi, the City of Benton and other cities,
and  Occidental Chemical Corporation (Occidental).  Entergy Services sought
review  of  FERC's  deletion of a 40% cap on the  amount  of  fuel  savings
Entergy  Gulf States may be required to transfer to other Entergy  domestic
utility companies under a tracking mechanism designed to protect the  other
companies  from  certain unexpected increases in  fuel  costs.   The  other
parties  sought to overturn FERC's decisions on various grounds,  including
issues  as to whether FERC appropriately conditioned the Merger to  protect
various  interested  parties  from alleged  harm  and  FERC's  reliance  on
Entergy's  transmission  tariff to mitigate any  potential  anticompetitive
impacts  of  the  Merger.  On November 18, 1994, the  D.C.  Circuit  denied
motions  filed by Cajun, Occidental, and AEEC for a remand to  FERC  and  a
partial  summary grant of the petitions for review.  At the same time,  the
D.C.  Circuit  ordered  that the cases be held in abeyance  pending  FERC's
issuance  of  (i) a final order on remand in the proceedings  on  Entergy's
transmission  tariff (see discussion of tariff case in  "RATE  MATTERS  AND
REGULATION  -  Rate  Matters  -  Wholesale  Rate  Matters  -  Open   Access
Transmission" above), and (ii) a final order on competition issues  in  the
proceedings on the Merger.

      In December 1993, Entergy Services submitted tariff revisions to FERC
to  comply with FERC's order dated December 15, 1993, approving the Merger.
In  February  1994,  the  APSC and AEEC filed with FERC  a  joint  protest,
alleging  that  Entergy should be required to insulate  the  ratepayers  of
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy  New
Orleans  from  all  litigation liabilities related to  River  Bend.   In  a
May  17,  1994  order on rehearing, FERC addressed Entergy's commitment  to
insulate  the  customers  of Entergy Arkansas, Entergy  Louisiana,  Entergy
Mississippi,  and  Entergy  New Orleans against  liability  resulting  from
certain   litigation   involving  River  Bend.   In  response   to   FERC's
clarification  of  Entergy's  commitment,  Entergy  Services  filed  a  new
compliance  filing  in  June 1994.  The APSC and  AEEC  subsequently  filed
protests questioning the adequacy of Entergy's June 1994 compliance filing.
FERC accepted the compliance filing in December 1998.

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

      Entergy  Corporation, Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana, and Entergy New Orleans are defendants in numerous lawsuits that
have  been  filed  by former employees alleging that they  were  wrongfully
terminated  and/or  discriminated against due to  age,  race,  and/or  sex.
Entergy   Corporation,  Entergy  Arkansas,  Entergy  Gulf  States,  Entergy
Louisiana, and Entergy New Orleans are vigorously defending these suits and
deny  any liability to the plaintiffs.  However, no assurance can be  given
as to the outcome of these cases.

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

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

Asbestos and Hazardous Waste Suits

(Entergy Gulf States)

      Several lawsuits have been filed on behalf of plaintiffs in state and
federal  courts in Jefferson and Orange Counties, Texas.  These suits  seek
relief  from  Entergy Gulf States as well as numerous other defendants  for
damages  caused  to  the plaintiffs or others by the  alleged  exposure  to
hazardous  waste and asbestos on the defendants' premises.  The  plaintiffs
in  some  of these suits are also suing Entergy Gulf States and  all  other
defendants on a conspiracy claim.  There are also asbestos-related lawsuits
filed in the District Court of Calcasieu Parish in Lake Charles, Louisiana,
naming numerous defendants including Entergy Gulf States.  The suits allege
that each plaintiff contracted an asbestos-related disease from exposure to
asbestos insulation products on the premises of the defendants.  Plaintiffs
have  filed  lawsuits  in Louisiana in state courts in  East  Baton  Rouge,
Iberville,  and Ascension Parishes.  These suits seek relief  from  Entergy
Gulf  States  and  numerous  other defendants for  damages  caused  to  the
plaintiffs or others by alleged exposure to hazardous waste and asbestos on
the  defendants' premises.  It is not known how many of the  plaintiffs  in
any  of  the  foregoing  cases  actually worked  on  Entergy  Gulf  States'
premises.   Settlements with the Jefferson County plaintiffs and  with  the
Calcasieu  Parish  plaintiffs  are in the  process  of  being  consummated.
Entergy  Gulf  States'  share of the settlements  of  these  cases  is  not
material,  in  the  aggregate,  to its financial  position  or  results  of
operations.

Cajun - Coal Contracts  (Entergy Corporation and Entergy Gulf States)

      A discussion of this litigation is included under the caption "Cajun-
Coal Contracts" in Note 9 to the financial statements.

Catalyst Technologies, Inc.  (Entergy Corporation)

      In  June 1993, Catalyst Technologies, Inc. (CTI) filed a petition  in
the  Civil  District  Court  for the Parish of  Orleans,  Louisiana  (CDC),
against Electec, Inc., now named Entergy Enterprises, Inc. (EEI), which  is
a wholly-owned non-utility subsidiary of Entergy Corporation.  The petition
alleged,  among  other  things,  breach of  contract,  and  breach  of  the
obligation of good faith and fair dealing.  In August 1997, a jury  in  the
CDC  returned  a  verdict against EEI in the amount of  $346  million  plus
interest of approximately $118 million.  In November 1997, the trial  judge
entered  a judgment notwithstanding the verdict in favor of EEI in the  CTI
lawsuit.  Finding as a matter of law that the jury's verdict was incorrect,
the  judge  ruled  that no contract ever existed between  CTI  and  Entergy
Enterprises, and that the verdict was contrary to the law and the evidence.
CTI  appealed this ruling to the Louisiana Court of Appeal for  the  Fourth
Circuit, and oral argument was heard in November 1998.  In March 1999,  EEI
agreed  to  settle  the  lawsuit for a $2.5 million  cash  payment  to  the
plaintiffs, and the proceeding will be dismissed.

Union Pacific Railroad (Entergy Corporation and Entergy Arkansas)

      In  October 1997, Entergy Arkansas and Entergy Services filed a civil
suit  against Union Pacific Railroad Company (Union Pacific) in the  United
States  District  Court for the Middle District of  Louisiana.   This  suit
seeks  damages  and the termination of coal shipping contracts  with  Union
Pacific  because  of  Union  Pacific's  failure  to  meet  its  contractual
obligations to ship coal to Entergy Arkansas' two large coal-fired  plants.
The  lawsuit also alleges that such failure has impaired Entergy  Arkansas'
ability  to generate and sell electricity from these plants.  The case  has
been  transferred to the United States District Court for the  District  of
Nebraska.   In  January  1999, on cross motions for summary  judgment,  the
court  ruled  that  Union  Pacific  has  breached  obligations  under   the
contracts.   Under the court's ruling, if the breaches of the contracts  by
Union  Pacific  are  proven  at  trial to be material,  rescission  of  the
contracts is available to Entergy as a remedy, in addition to any  monetary
damages  awarded.   Entergy Arkansas continues to seek an  order  from  the
Federal  Surface  Transportation Board requiring  Union  Pacific  to  allow
another  railroad  to bring coal to one of the Entergy Arkansas  generating
plants.

Aquila  Power Corporation  (Entergy Corporation, Entergy Arkansas,  Entergy
Gulf  States,  Entergy  Louisiana, Entergy  Mississippi,  and  Entergy  New
Orleans)

      In March 1998, Aquila Power Corporation ("Aquila") filed a complaint
with  the FERC against Entergy Services, as agent for the domestic utility
companies,   alleging  that  the  domestic  utility  companies  improperly
reserved transmission capacity on Entergy's transmission system, resulting
in  the  denial  of  Aquila's request for transmission service.   Aquila's
complaint  seeks  compensation  for lost  profits,  an  order  prohibiting
Entergy  and/or  its  affiliates from engaging  in  similar  conduct,  and
suspension  of  the  domestic utility companies'  and  EPMC's  market-rate
authority.   In  May 1998, Entergy filed its response denying  the  Aquila
allegations.   Subsequently, Aquila amended and  restated  its  complaint,
alleging  additional  instances of improper  activities  by  Entergy.   In
addition  to  its  requests  in its original complaint,  Aquila's  amended
complaint  seeks  a finding by FERC that Entergy is in violation  of  FERC
Orders  No.  888 and 889, and an order that Entergy should be required  to
join or agree to the formation of an independent system operator.  Entergy
filed  its  response to the amended and restated complaint in  July  1998,
denying the alleged improper conduct, and also moved in September 1998  to
dismiss Aquila's complaint.  Aquila has responded, and no hearing date has
been set by FERC.

Panda Energy Corporation  (Entergy Corporation)

      In  1994,  Panda Energy Corporation (Panda) commenced litigation  in
Texas in the Dallas District Court against Entergy Corporation and certain
of  its  subsidiaries.   The allegations 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.  The district court  granted
the  defendants'  motion for summary judgment and dismissed  the  lawsuit,
finding that Panda is unable to show damages and that the facts alleged do
not support a cause of action against the defendants.  In August 1998,  an
appellate  court reversed the dismissal and remanded the  lawsuit  to  the
district   court.  Entergy and other defendants petitioned  the  appellate
court  for  rehearing,  but  that petition was  denied  in  October  1998.
Entergy's  petition to the Texas Supreme Court for review of the appellate
court decision was denied in February 1999, and the case has been remanded
to  the  district  court for further proceedings.  Entergy  believes  that
Panda's  claims have no merit and that Entergy will ultimately prevail  in
having the case dismissed.

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

      In April 1998, a group of residential and business ratepayers filed a
complaint  against  Entergy New Orleans in state court  in  Orleans  Parish
purportedly  on  behalf of all ratepayers in New Orleans.   The  plaintiffs
allege  that  Entergy New Orleans overcharged ratepayers by at  least  $300
million  since 1975 in violation of limits on Entergy New Orleans' rate  of
return  that the plaintiffs allege are set by the 1922 franchise ordinances
passed  by the New Orleans City Council.  The plaintiffs seek, among  other
things, (1) a declaratory judgment that such franchise ordinances have been
violated, and (2) a remand to the City Council for the establishment of the
amount  of  overcharges plus interest.  Entergy New  Orleans  believes  the
lawsuit is completely without merit.  Entergy New Orleans has charged  only
those rates authorized by the City Council, which the City Council has  set
in  accordance  with  applicable law.  Entergy New  Orleans  is  vigorously
defending itself in the lawsuit.

      In  May 1998, a group of ratepayers filed a complaint against Entergy
Corporation, Entergy Power, and Entergy Louisiana in state court in Orleans
Parish  purportedly  on  behalf of all Entergy Louisiana  ratepayers.   The
plaintiffs  allege  that  the fuel costs passed  by  Entergy  Louisiana  to
customers through its fuel adjustment clause were improper.  The plaintiffs
seek,  among  other  things, a refund of the amounts allegedly  charged  in
excess  of the proper fuel adjustment.  This same group of ratepayers  also
filed  with  the LPSC a complaint against Entergy Corporation  and  Entergy
Louisiana  seeking relief similar to that which they seek by their  lawsuit
in  state court.  Entergy Louisiana is vigorously defending itself  in  the
lawsuit.

     In  May  1998, a group of ratepayers filed a complaint against Entergy
Louisiana  in state court in East Baton Rouge Parish purportedly on  behalf
of  all  Entergy  Louisiana  ratepayers.  The plaintiffs  allege  that  the
formula  ratemaking  plan  authorized  by  the  LPSC  has  allowed  Entergy
Louisiana to earn amounts in excess of a fair return.  The plaintiffs seek,
among  other things, (1) a declaratory judgment that the formula ratemaking
plan  is  an improper ratemaking practice, and (2) a refund of the  amounts
allegedly  charged  in  excess  of  proper  ratemaking  practices.  Entergy
Louisiana  believes  the  lawsuit  is  completely  without  merit,  and  is
vigorously defending itself.

Franchise Fee Litigation  (Entergy Gulf States)

      In  September  1998, the City of Nederland filed a petition  against
Entergy  Gulf  States  and Entergy Services in state  court  in  Jefferson
County, Texas, purportedly on behalf of all Texas municipalities that have
ordinances  or  agreements with Entergy Gulf States.  The lawsuit  alleges
that  Entergy Gulf States has been underpaying its franchise fees  due  to
failure  to  properly  calculate its gross receipts.   Plaintiff  seeks  a
judgment  for the allegedly underpaid fees and punitive damages.   Entergy
Gulf  States  believes  the lawsuit is completely without  merit,  and  is
vigorously defending itself in the lawsuit.

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

      In  May  1998,  a group of property owners filed a petition  against
Entergy  Corporation, Entergy Gulf States, Entergy Services, and  ETHC  in
state  court  in  Jefferson County, Texas purportedly  on  behalf  of  all
property  owners  throughout the Entergy service area  who  have  conveyed
easements  to the defendants.  The lawsuit alleges that Entergy  installed
fiber  optic  cable  across their property without  obtaining  appropriate
easements.  The plaintiffs seek actual damages for the use of the land and
a  share  of  the profits made through use of the fiber optic  cables  and
punitive  damages.  Entergy is vigorously defending itself in the lawsuit,
and  believes  that  any damages suffered by the plaintiff  landowners  is
negligible  and that there is no basis for the claim seeking  a  share  of
profits.

Franchise Service Area Litigation  (Entergy Gulf States)

      In  early  1998,  Beaumont  Power and  Light  Company  (BP&L)  sought
unsuccessfully  a  franchise to provide electric service  in  the  City  of
Beaumont,  Texas, where Entergy Gulf States already holds such a franchise.
In  November  1998,  BP&L  filed a request before  the  PUCT  to  obtain  a
certificate  of convenience and necessity for those portions  of  Jefferson
County  outside the boundaries of any municipality for which  Entergy  Gulf
States  provides retail electric service.  BP&L's application  contemplates
using  Entergy Gulf States' facilities in their provision of  service.   In
Texas,  utilities are required to obtain a certificate of  convenience  and
necessity  (CCN)  prior  to providing retail electric  service.   Jefferson
County  is currently singly certificated to Entergy Gulf States.  If BP&L's
application  is  granted, BP&L would be able to provide retail  service  to
Entergy Gulf States' customers in the area for which the certificate  would
apply.   The hearing on the merits of the application in the BP&L  case  is
scheduled to be held in June 1999.

     The  PUCT  has raised a number of legal issues that must be  addressed
prior to reaching the merits of BP&L's application.  These legal issues are
currently  being  addressed in another application before  the  PUCT.    In
October  1998, Corpus Christi Power & Light Company (CCP&L) filed a request
before  the  PUCT  to  obtain a CCN to operate in an area  certificated  to
Central Power & Light Company.  Entergy Gulf States has intervened  and  is
participating  in the CCP&L case.  The outcome of certain legal  issues  in
the  CCP&L  case are likely to be applicable to the BP&L case.  It  is  not
known  at this time what the decision will be on these threshold issues  or
when  the decision will be rendered.  A hearing on the threshold issues  in
the  CCP&L  case  was  held  in February 1999.   The  ALJ  should  issue  a
recommendation in the second quarter of 1999 for consideration by the PUCT.

Hindusthan Development Corporation, Ltd.  (Entergy Corporation)

     In January 1999, Hindusthan Development Corporation (HDC) commenced an
arbitration proceeding in India against Entergy Power Asia Ltd. (EPAL),  an
indirect,  wholly owned subsidiary of Entergy Corporation.  The arbitration
is  under  UNCITRAL rules, which have been adopted in both  India  and  the
United States.  HDC alleges that EPAL did not fulfill its obligations under
a  Joint Development Agreement (JDA) to develop a 350 MW cogeneration plant
to be built in Bina, India.  HDC also alleges that EPAL wrongfully withdrew
as  lead  developer.  Entergy's management believes that HDC's  allegations
are  completely  without merit, and that both parties to  the  JDA  had  an
absolute right of withdrawal.  HDC is seeking unspecified damages  of  $1.1
billion.    EPAL   is  vigorously  defending  itself  in  the   arbitration
proceeding.

                                     
      EARNINGS RATIOS OF DOMESTIC UTILITY COMPANIES AND SYSTEM ENERGY

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

                               Ratios of Earnings to Fixed Charges
                                    Years Ended December 31,
                                1998   1997  1996   1995  1994
     Entergy Arkansas           2.63   2.54  2.93   2.56  2.32
     Entergy Gulf States        1.40   1.42  1.47   1.86   (b)
     Entergy Louisiana          3.18   2.74  3.16   3.18  2.91
     Entergy Mississippi        3.04   2.98  3.40   2.92  2.12
     Entergy New Orleans        2.59   2.70  3.51   3.93  1.91
     System Energy              2.52   2.31  2.21   2.07  1.23

     
                            Ratios of Earnings to Combined Fixed
                               Charges and Preferred Dividends
                                   Years Ended December 31,
                                1998   1997  1996   1995   1994
     Entergy Arkansas           2.28   2.24  2.44   2.12   1.97
     Entergy Gulf States(a)     1.20   1.23  1.19   1.54    (b)
     Entergy Louisiana          2.75   2.36  2.64   2.60   2.43
     Entergy Mississippi        2.73   2.69  2.95   2.51   1.81
     Entergy New Orleans        2.36   2.44  3.22   3.56   1.73
     
(a)  "Preferred Dividends" in the case of Entergy Gulf States also  include
     dividends on preference stock.

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


                             BUSINESS SEGMENTS

Entergy Corporation

      Entergy's business segments are discussed in Note 14 to the financial
statements.

Entergy New Orleans

Electric Service

      Entergy New Orleans supplied retail electric service to approximately
189,000  customers as of December 31, 1998.  During 1998, 41%  of  electric
operating  revenues was derived from residential sales, 37% from commercial
sales,  7%  from  industrial sales, and 15% from sales to governmental  and
municipal customers.

Natural Gas Service

       Entergy   New  Orleans  supplied  retail  natural  gas  service   to
approximately 151,000 customers as of December 31, 1998.  During 1998,  53%
of  gas  operating revenues was derived from residential  sales,  20%  from
commercial  sales,  10%  from  industrial sales,  and  17%  from  sales  to
governmental and municipal customers, as described below in "FUEL SUPPLY  -
Natural Gas Purchased for Resale."

Financial Information Relating to Products and Services

      Financial  information relating to Entergy New Orleans' products  and
services is presented in Entergy New Orleans' financial statements.

Entergy Gulf States

      For  the  year ended December 31, 1998, 96% of Entergy  Gulf  States'
operating revenues were derived from the electric utility business.  Of the
remaining  operating revenues, 2% were derived from the steam business  and
2% from the natural gas business.

                                 PROPERTY

Generating Stations

      The  total capability of the generating stations owned and leased  by
the domestic operating companies and System Energy as of December 31, 1998,
by company and by fuel type, is indicated below:

                                Owned and Leased Capability MW (1)
                                                         Gas
                                                       Turbine
                                                         and
                                                      Internal
     Company           Total      Fossil     Nuclear   Combustion     Hydro

Entergy Arkansas       4,373 (2)   2,379      1,694        230  (4)     70
Entergy Gulf States    6,854 (2)   5,843        936 (5)     75           -
Entergy Louisiana      5,423 (2)   4,329      1,075         19           -
Entergy Mississippi    3,063 (2)   3,052          -         11           -
Entergy New Orleans      934 (2)     918          -         16           -
Sytem Energy           1,080           -      1,080          -           -
                      ------      ------      -----        ---         ---
  Total               21,727 (3)  16,521 (3)  4,785        351          70
                      ======      ======      =====        ===         ===

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

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

(3)  Excludes  net  capability of generating facilities  owned  by  Entergy
     Power, which owns 665 MW of fossil-fueled capacity.

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

(5)  Includes  281  MW representing the portion of River Bend  obtained  by
     Entergy Gulf States as part of the Cajun Settlement in December 1997.

      In  November  1998,  a non-utility subsidiary of  Entergy  signed  an
agreement  to  buy  Boston  Edison's 670  MW  Pilgrim  Nuclear  Station  in
Plymouth,  MA.  Pilgrim will be the first nuclear plant to be  acquired  by
Entergy  as  part  of  a non-regulated business strategy  that  focuses  on
competitive  nuclear  power acquisitions and power  generation  as  primary
growth  areas.  The purchase and sale agreement anticipates a closing  date
in  the  second  quarter of 1999. The sale includes the Pilgrim  generating
plant and facilities (including nuclear fuel) and a 1600-acre site on  Cape
Cod Bay.

      Entergy's load and capacity projections are reviewed periodically  to
assess  the  need  and  timing for additional generating  capacity  and  of
interconnections in light of the availability of power, the location of new
loads,  and  maximum economy to Entergy.  Domestically, based on  load  and
capability  projections and bulk power availability,  when  new  generation
resources are needed, Entergy expects to meet this need by means other than
construction of new base load generating capacity.  Entergy expects to meet
future  capacity  needs  by, among other things, purchasing  power  in  the
wholesale  power market and/or removing generating stations  from  extended
reserve  shutdown.  Currently, plans are being implemented  to  re-activate
several units that are in extended reserve shut down. The units, once  back
on  line,  will provide an additional 583 MW of capacity to serve customers
during peak demand.

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

       Entergy's   domestic  utility  business  is  subject   to   seasonal
fluctuations,  with  the peak period occurring in the summer  months.   The
1998  peak  demand  of  20,591 MW occurred on  July  8,  1998.   The  total
operational  system  capability at the time of peak was  20,485  MW.   This
yielded  a  slightly negative reserve margin at the time  of  the  peak  of
approximately -0.5%.

Interconnections

      The  electric  generating  facilities of Entergy's  domestic  utility
companies  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  generating
units   are  interconnected by a transmission system operating  at  various
voltages  up  to 500 KV.  Generally, with the exception of  Grand  Gulf  1,
Entergy  Power's  capacity  and a small portion  of  Entergy  Mississippi's
capacity, operating facilities or interests therein are owned or leased  by
the  domestic  utility  company serving the area in  which  the  generating
facilities  are  located.   All  of  Entergy's  generating  facilities  are
centrally  dispatched and operated in order to obtain low cost  sources  of
energy with a minimum of investment and efficient use of plant.

      In addition to the many neighboring utilities with which the domestic
utility  companies interconnect, the domestic utility companies are members
of  the  Southeastern Electric Reliability Council. The primary purpose  of
this council is to ensure the reliability and adequacy of the electric bulk
power   supply  in  the  southeast  region  of  the  United  States.    The
Southeastern Electric Reliability Council is a member of the North American
Electric Reliability Council.

Gas Property

      As  of  December  31,  1998,  Entergy  New  Orleans  distributed  and
transported  natural gas for distribution solely within the limits  of  the
City of New Orleans through a total of 1445 miles of gas distribution mains
and 41 miles of gas transmission pipelines.

      As  of  December 31, 1998, the gas properties of Entergy Gulf States,
which  are located in and around Baton Rouge, Louisiana, were not  material
to Entergy Gulf States.

Titles

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

      Substantially  all  the physical properties  owned  by  each  Entergy
domestic  utility  company and System Energy are subject  to  the  lien  of
mortgages  securing  the first mortgage bonds of such company.   The  Lewis
Creek  generating station is owned by GSG&T, Inc., a subsidiary of  Entergy
Gulf  States,  and  is not subject to the lien of the Entergy  Gulf  States
mortgage securing the first mortgage bonds of Entergy Gulf States,  but  is
leased  to  and  operated by Entergy Gulf States.  In the case  of  Entergy
Louisiana,  certain properties are also subject to a second  lien  securing
other   obligations  of  Entergy  Louisiana.   In  the  case   of   Entergy
Mississippi,  substantially  all  of its properties  and  assets  are  also
subject  to the second mortgage lien of its general and refunding  mortgage
bond  indenture.  However, Entergy Mississippi's first mortgage is expected
to be cancelled in 1999.
                                     
                                     
                                FUEL SUPPLY

      The  sources  of  generation and average fuel cost per  KWH  for  the
domestic utility companies and System Energy for the years 1996-1998 were:

            Natural Gas      Fuel Oil       Nuclear Fuel     Coal
              %    Cents    %     Cents      %    Cents     %    Cents
              of    per     of     per       of    Per     of     Per
Year         Gen    KWH    Gen     KWH      Gen    KWH     Gen    KWH
                                                                 
1998          40   2.50     6      2.37     40     .53     14    1.67
1997          39   2.97     4      3.11     41     .54     16    1.73
1996          42   2.99     1      3.03     41     .56     16    1.73

      Actual 1998 and projected 1999 sources of generation for the domestic
utility companies and System Energy are:

                     Natural Gas   Fuel Oil       Nuclear         Coal
                     1998   1999  1998   1999  1998    1999    1998   1999
                                                                              
Entergy Arkansas       9%     8%    -      -    58%     38%     32%    54%
Entergy Gulf States   61%    70%    -      -    26%     22%     13%     8%
Entergy Louisiana     58%    58%    1%     1%   41%     41%      -      -
Entergy Mississippi   27%     7%   50%    73%    -       -      23%    20%
Entergy New Orleans   87%    75%   13%    25%    -       -       -      -
System Energy          -      -     -      -   100%(a) 100%(a)   -      -
Total                 40%    36%    6%    11%   40%     28%     14%    24%

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

(b) Immaterial amounts of generation were provided by  hydroelectric power.

Natural Gas

      The  domestic  utility companies have long-term firm  and  short-term
interruptible gas contracts.  Long-term firm contracts comprise  less  than
30% of the domestic utility companies' total requirements but can be called
upon,  if  necessary, to satisfy a significant percentage of  the  domestic
utility  companies' needs.  Short-term contracts and spot-market  purchases
satisfy   additional  gas  requirements.   Entergy  Gulf   States   has   a
transportation service agreement with a gas supplier that provides flexible
natural gas service to certain generating stations by using such supplier's
pipeline and gas storage facility.

      Many factors, including wellhead deliverability, storage and pipeline
capacity,  and demand requirements of end users, influence the availability
and  price  of natural gas supplies for power plants.  Demand  is  tied  to
weather  conditions  as  well as to the prices  of  other  energy  sources.
Supplies  of  natural gas are expected to be adequate  in  1999.   However,
pursuant to federal and state regulations, gas supplies to power plants may
be  interrupted  during  periods of shortage.  To the  extent  natural  gas
supplies  may  be  disrupted,  the  domestic  utility  companies  will  use
alternate  fuels,  such  as oil, or rely to a larger  extent  on  coal  and
nuclear generation.

Coal

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

Nuclear Fuel

     The nuclear fuel cycle involves the following:

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

      System Fuels is responsible for contracts to acquire nuclear material
to  be  used in fueling Entergy Arkansas', Entergy Louisiana's, and  System
Energy's nuclear units and maintaining inventories of such materials during
the  various  stages of processing.  Each of these companies purchases  the
required  enriched  uranium hexafluoride from System Fuels,  but  contracts
separately  for the fabrication of its own nuclear fuel.  The  requirements
for  River  Bend  are  covered by contracts made by  Entergy  Gulf  States.
Entergy  Operations  acts as an agent for System  Fuels  and  Entergy  Gulf
States in negotiating and/or administering nuclear fuel contracts.

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

     Current fabrication contracts will provide a significant percentage of
these  materials and services for termination dates ranging from 2000-2002.
The  Nuclear  Waste Policy Act of 1982 provides for the disposal  of  spent
nuclear  fuel  or  high level waste by the DOE.  There is a  discussion  of
spent nuclear fuel disposal in Note 9 to the financial statements.

      Entergy  will  enter into additional arrangements to acquire  nuclear
fuel  beyond  the  dates shown above.  Except as noted  above,  it  is  not
possible to predict the ultimate cost of such arrangements.

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

     Entergy Gulf States received nuclear fuel as part of the settlement of
the  Cajun  litigation.  This nuclear fuel was put under lease in  December
1998.

Natural Gas Purchased for Resale

      Entergy New Orleans has several suppliers of natural gas for  resale.
Its  system  is  interconnected with three interstate and three  intrastate
pipelines.   Presently,  Entergy New Orleans' primary  suppliers  are  Koch
Energy  Trading  Company (KET), an interstate gas marketer, Bridgeline  Gas
Distributors  and  Pontchartrain Natural Gas  via  Louisiana  Gas  Services
(LGS).  Entergy New Orleans has a "no-notice" service gas purchase contract
with  KET  which guarantees Entergy New Orleans gas delivery at  any  point
after  the  agreed  gas  volume  has been  met.   The  KET  gas  supply  is
transported  to  Entergy  New Orleans pursuant to a transportation  service
agreement  with  Koch  Gateway Pipeline Company (KGPC).   This  service  is
subject  to  FERC-approved rates.  Entergy New Orleans has  firm  contracts
with  its two intrastate suppliers and also makes interruptible spot market
purchases.   In  recent  years, natural gas deliveries  have  been  subject
primarily  to weather-related curtailments.  However, Entergy  New  Orleans
has experienced no such curtailments.

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

      Entergy  Gulf  States  purchases natural  gas  for  resale  under  an
agreement  with Mid Louisiana Gas Company.  The present supplier would  not
be allowed to discontinue service prior to receiving FERC approval.

Research

      Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  Entergy
Mississippi,  and  Entergy New Orleans are members of  the  Electric  Power
Research  Institute  (EPRI).  EPRI conducts a broad range  of  research  in
major  technical fields related to the electric utility industry.   Entergy
participates  in  various  EPRI  projects  based  on  Entergy's  needs  and
available  resources.   During  each of the years  1998,  1997,  and  1996,
Entergy and its subsidiaries contributed approximately $9 million for  EPRI
and other research programs.


I
tem 2.   Properties

     Information regarding the properties of the registrants is included in

Item 1. "Business - PROPERTY," in this report.


Item 3.   Legal Proceedings

      Details  of the registrants' material rate proceedings, environmental
regulation and proceedings, and other regulatory proceedings and litigation
that  are  pending  or that terminated in the fourth quarter  of  1998  are
discussed  in  Item  1. "Business - RATE MATTERS AND REGULATION,"  in  this
report.


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

     During the fourth quarter of 1998, no matters were submitted to a vote
of  the  security holders of Entergy Corporation, Entergy Arkansas, Entergy
Gulf  States, Entergy Louisiana, Entergy Mississippi, Entergy New  Orleans,
or System Energy.

          DIRECTORS AND EXECUTIVE OFFICERS OF ENTERGY CORPORATION
                                     
Directors

      Information  required by this item concerning  directors  of  Entergy
Corporation  is  set  forth  under  the heading  "Proposal  1--Election  of
Directors"  contained in the Proxy Statement of Entergy  Corporation,  (the
"Proxy  Statement"), to be filed in connection with its Annual  Meeting  of
Stockholders  to  be  held   May  14,  1999,  ("Annual  Meeting"),  and  is
incorporated  herein  by  reference.  Information  required  by  this  item
concerning officers and directors of the remaining registrants is  reported
in Part III of this document.

<TABLE>
<CAPTION>

Executive Officers

        Name          Age                            Position                                     Period
<S>                   <C>  <C>                                                                 <C>
Robert v.d. Luft      63   Chairman of the Board of  Entergy Corporation                       1998-Present
                           Acting Chief Executive Officer of Entergy Corporation               1998
                           Director of Entergy Corporation                                     1992-Present
                           Chief Executive Officer of Entergy New Orleans                      1998
                           Director of Entergy New Orleans and System Energy                   1998
                           Chairman of the Board of DuPont Dow Elastomers                      1996-1998
                           Chairman of DuPont International                                    1993-1996
                           President of DuPont Europe                                          1993-1996
                           Senior Vice President DuPont                                        1988-1996
                           In addition, Mr. Luft was an executive officer and/or         
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies in 1998.
J. Wayne Leonard      48   Chief Executive Officer and Director of Entergy Corporation         1999-Present
                           Director of Entergy Arkansas, Entergy Gulf States, Entergy          1998-Present
                           Louisiana, Entergy Mississippi, Entergy New Orleans, and          
                           System Energy
                           President and Chief Operating Officer of Entergy Corporation        1998
                           Chief Operating Officer of Entergy Arkansas, Entergy Gulf           1998
                           States, Entergy Louisiana, Entergy Mississippi, and Entergy
                           New Orleans
                           Vice Chairman of Entergy New Orleans                                1998
                           President of Energy Commodities Strategic Business Unit             1996-1998
                           President of Cinergy Capital & Trading                              1996-1998
                           Group Vice President and Chief Financial Officer of Cinergy         1994-1996
                           Corporation
                           In addition, Mr. Leonard is an executive officer and/or       
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies.
Edwin Lupberger (a)   62   Chairman of the Board, Chief Executive Officer, and Director        1985-1998
                           of  Entergy Corporation
                           Chairman of the Board and Chief Executive Officer of Entergy        1993-1998
                           Arkansas, Entergy Louisiana, Entergy Mississippi, and
                           Entergy New Orleans
                           Chairman of the Board, Chief Executive Officer, and Director        1994-1998
                           of Entergy Gulf States
                           Chairman of the Board of System Energy                              1986-1998
                           President of Entergy Corporation                                    1995-1998
                           Director of Entergy Arkansas, Entergy Louisiana, Entergy            1986-1998
                           Mississippi, Entergy New Orleans, and System Energy
                           In addition, Mr. Lupberger was an executive officer and/or    
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies.
Jerry L. Maulden      62   Vice Chairman of Entergy Corporation                                1995-Present
                           Vice Chairman of Entergy Arkansas, Entergy Gulf States,             1993-Present
                           Entergy Louisiana, Entergy Mississippi, and Entergy  New
                           Orleans
                           Chief Operating Officer of Entergy Arkansas, Entergy Gulf           1993-1998
                           States, Entergy Louisiana, Entergy Mississippi, and Entergy
                           New Orleans
                           Director of Entergy Arkansas                                        1979-Present
                           Director of Entergy Gulf States                                     1993-Present
                           Director of Entergy Louisiana                                       1991-Present
                           Director of Entergy New Orleans                                     1991-1998
                           Director of Entergy Mississippi                                     1988-Present
                           Director of System Energy                                           1987-1998
                           President and Chief Operating Officer of Entergy Corporation        1993-1995
                           In addition, Mr. Maulden is an executive officer and/or       
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies.
Donald  C. Hintz      56   President of Entergy Corporation                                    1999-Present
                           Executive Vice President and Chief Nuclear Officer of               1998
                           Entergy Arkansas, Entergy Gulf States, and Entergy
                           Louisiana
                           Group President and Chief Nuclear Operating Officer of              1997-1998
                           Entergy Corporation, Entergy Arkansas, Entergy Gulf States,
                           and Entergy Louisiana
                           Chief Executive Officer and President of System Energy              1992-1998
                           Executive Vice President and Chief Nuclear Officer of               1994-1997
                           Entergy Corporation
                           Executive Vice President - Nuclear of Entergy Arkansas,             1994-1997
                           Entergy Gulf States, and Entergy Louisiana
                           Director of Entergy Arkansas, Entergy Louisiana, Entergy            1992-Present
                           Mississippi, and System Energy
                           Director of Entergy Gulf States                                     1993-Present
                           Director of Entergy New Orleans                                     1999-Present
                                                                                               1992-1994
                           Senior Vice President and Chief Nuclear Officer of Entergy          1993-1994
                           Corporation
                           Senior Vice President - Nuclear of Entergy Arkansas                 1990-1994
                           Senior Vice President - Nuclear of Entergy Gulf States              1993-1994
                           Senior Vice President - Nuclear of Entergy Louisiana                1992-1994
                           In addition, Mr. Hintz is an executive officer and/or         
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies.
Frank F. Gallaher     53   Group President and Chief Utility Operating Officer of              1997-Present
                           Entergy Corporation
                           Executive Vice President and Chief Utility Operating Officer        1998-Present
                           for Entergy Arkansas, Entergy Gulf States, Entergy
                           Louisiana, Entergy Mississippi, and Entergy New Orleans
                           Group President and Chief Utility Operating Officer of              1997-1998
                           Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
                           Entergy Mississippi, and Entergy New Orleans
                           Director of Entergy Arkansas, Entergy Louisiana, and Entergy        1997-Present
                           Mississippi
                           Director of Entergy Gulf States                                     1993-Present
                           Executive Vice President of Operations of  Entergy                  1996-1997
                           Corporation
                           Executive Vice President of Operations of Entergy Arkansas,         1993-1997
                           Entergy Louisiana, Entergy Mississippi, and Entergy New
                           Orleans
                           President of Entergy Gulf States                                    1994-1996
                           In addition, Mr. Gallaher is an executive officer and/or      
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies.
Jerry D. Jackson      54   Executive Vice President of Entergy Corporation                     1999-Present
                           President and Chief Executive Officer of Entergy Gulf States        1999-Present
                           - Louisiana and Entergy Louisiana
                           Chief Administrative Officer of  Entergy Corporation,               1997-1998
                           Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
                           Entergy Mississippi, and Entergy New Orleans
                           Executive Vice President - External Affairs of Entergy              1994-1998
                           Corporation
                           Executive Vice President - External Affairs of Entergy              1995-1998
                           Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
                           Mississippi, and Entergy New Orleans
                           Director of Entergy Arkansas, Entergy Louisiana, Entergy            1992-Present
                           Mississippi, and Entergy New Orleans
                           Director of Entergy Gulf States                                     1994-Present
                           Executive Vice President of Marketing of Entergy Corporation        1994-1995
                           Executive Vice President - Marketing of Entergy Arkansas,           1995
                           Entergy Gulf States, Entergy Louisiana, Entergy
                           Mississippi, and Entergy New Orleans
                           Executive Vice President - Finance and External Affairs of          1990-1994
                           Entergy Corporation
                           Executive Vice President - Finance and External Affairs of          1992-1994
                           Entergy Arkansas, Entergy Louisiana, Entergy Mississippi,
                           and Entergy New Orleans
                           Executive Vice President - Finance and External Affairs of          1993-1994
                           Entergy Gulf States
                           Secretary of Entergy Corporation                                    1991-1994
                           Secretary of Entergy Gulf States                                    1994-1995
                           Director of System Energy                                           1993-1995
                           In addition, Mr. Jackson is an executive officer and/or       
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies.
C. John Wilder        40   Executive Vice President and Chief Financial Officer of             1998-Present
                           Entergy Corporation, Entergy Arkansas, Entergy Gulf States,
                           Entergy Louisiana, Entergy Mississippi, Entergy New
                           Orleans, and System Energy
                           Director of System Energy                                           1999-Present
                           Chief Executive Officer of Shell Capital Company                    1998
                           Assistant Treasurer of the Royal Dutch/Shell Group                  1996-1998
                           Director of Economics and Finance of Shell Exploration and          1995-1996
                           Production
                           Assistant Treasurer of Shell Oil Company                            1992-1995
                           In addition, Mr. Wilder is an executive officer and/or        
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies.
Michael G. Thompson   58   Senior Vice President and General Counsel of Entergy                1992-Present
                           Corporation
                           Senior Vice President,  General Counsel, and Secretary of           1995-Present
                           Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
                           Entergy Mississippi, and Entergy New Orleans
                           Secretary of Entergy Corporation                                    1994-Present
                           Assistant Secretary of Entergy Corporation                          1993-1994
                           In addition, Mr. Thompson is an executive officer and/or      
                           director of various other wholly owned subsidiaries of
                           Entergy Corporation and its operating companies.
Nathan E. Langston    50   Vice President and Chief Accounting Officer of Entergy              1998-Present
                           Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
                           Louisiana, Entergy Mississippi, Entergy New Orleans, and
                           System Energy
                           Director of Tax Services of Entergy Services                        1993-1998
                           Controller of Entergy Arkansas                                      1980-1993
Steven C. McNeal      42   Vice President and Treasurer of Entergy Corporation, Entergy        1998-Present
                           Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
                           Mississippi, Entergy New Orleans, and System Energy
                           Assistant Treasurer of Entergy Arkansas, Entergy Gulf               1994-1998
                           States, Entergy Louisiana, Entergy Mississippi, Entergy New
                           Orleans, and System Energy
                           Director of Corporate Finance of Entergy Services                   1994-1998
                                                                                               
</TABLE>

(a) Mr.   Lupberger  is  a  director  of  International   Shipholding
    Corporation, New Orleans, LA.
    
      Each officer of Entergy Corporation is elected yearly by the Board of
Directors.

      Directorships  shown in footnote (a) 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.

                                     

                                  PART II


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

Entergy Corporation

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

     The high and low prices of Entergy Corporation's common stock for each
quarterly period in 1998 and 1997 were as follows:

                                 1998                     1997
                           High        Low         High         Low
                                         (In Dollars)
                                                              
      First              30 1/8       27 5/16      28 3/8       24
      Second             29 5/8       23 1/4       27 1/2       22 3/8
      Third              30 13/16     26 3/16      28           24 1/16
      Fourth             32 7/16      28 1/16      30 1/4       23

      Consecutive  quarterly cash dividends on common stock  were  paid  to
stockholders  of Entergy Corporation in 1998 and 1997.  In 1998,  dividends
of  45  cents  per  share were paid in the first and  second  quarters  and
dividends of 30 cents per share were paid in the third and fourth quarters.
Quarterly dividends of 45 cents per share were paid in 1997.

      As of February 28, 1999, there were 80,877 stockholders of record  of
Entergy Corporation.

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

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

      There  is  no  market  for the common stock of Entergy  Corporation's
wholly  owned  subsidiaries.  Cash dividends on common stock  paid  by  the
subsidiaries to Entergy Corporation during 1998 and 1997, were as follows:

                       1998         1997
                         (In Millions)
                                   
Entergy Arkansas      $ 92.6       $128.6
Entergy Gulf States   $109.4       $ 77.2
Entergy Louisiana     $138.5       $145.4
Entergy Mississippi   $ 66.0       $ 59.2
Entergy New Orleans   $  9.7       $ 26.0
System Energy         $ 72.3       $113.8

      Information  with respect to restrictions that limit the  ability  of
System  Energy  and  the domestic utility companies  to  pay  dividends  is
presented in Note 8 to the financial statements and "Management's Financial
Discussion and Analysis - Liquidity and Capital Resources".


Item 6.   Selected Financial Data

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


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

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


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

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



Item 8.   Financial Statements and Supplementary Data.

                       INDEX TO FINANCIAL STATEMENTS
                                     
Entergy Corporation and Subsidiaries:                                    
  Report of Management                                                 39
  Audit Committee Chairperson's Letter                                 40
  Management's Financial Discussion and Analysis                       41
  Report of Independent Accountants                                    51
  Management's Financial Discussion and Analysis                       52
  Statements of Consolidated Income For the Years Ended December 31,   59
    1998, 1997, and 1996
  Statements of Consolidated Cash Flows For the Years Ended December   60
    31, 1998, 1997, and 1996
  Consolidated Balance Sheets, December 31, 1998 and 1997              62
  Statements of Consolidated Retained Earnings and Paid-In Capital     64
    for the Years Ended December 31, 1998, 1997, and 1996
  Selected Financial Data - Five-Year Comparison                       65
Entergy Arkansas, Inc.:                                                  
  Report of Independent Accountants                                    66
  Management's Financial Discussion and Analysis                       67
  Statements of Income For the Years Ended December 31, 1998, 1997,    70
    and 1996
  Statements of Cash Flows For the Years Ended December 31, 1998,      71
    1997, and 1996
  Balance Sheets, December 31, 1998 and 1997                           72
  Statements of Retained Earnings for the Years Ended December 31,     74
    1998, 1997, and 1996
  Selected Financial Data - Five-Year Comparison                       74
Entergy Gulf States, Inc.:                                               
  Report of Independent Accountants                                    76
  Management's Financial Discussion and Analysis                       77
  Statements of Income (Loss) For the Years Ended December 31, 1998,   81
    1997, and 1996
  Statements of Cash Flows For the Years Ended December 31, 1998,      83
    1997, and 1996
  Balance Sheets, December 31, 1998 and 1997                           84
  Statements of Retained Earnings for the Years Ended December 31,     86
    1998, 1997, and 1996
  Selected Financial Data - Five-Year Comparison                       87
Entergy Louisiana, Inc.:                                                 
  Report of Independent Accountants                                    88
  Management's Financial Discussion and Analysis                       89
  Statements of Income For the Years Ended December 31, 1998, 1997,    91
    and 1996
  Statements of Cash Flows For the Years Ended December 31, 1998,      93
    1997, and 1996
  Balance Sheets, December 31, 1998 and 1997                           94
  Statements of Retained Earnings for the Years Ended December 31,     96
    1998, 1997, and 1996
  Selected Financial Data - Five-Year Comparison                       97
Entergy Mississippi, Inc.:                                               
  Report of Independent Accountants                                    98
  Management's Financial Discussion and Analysis                       99
  Statements of Income For the Years Ended December 31, 1998, 1997,   102
    and 1996
  Statements of Cash Flows For the Years Ended December 31, 1998,     103
    1997, and 1996
  Balance Sheets, December 31, 1998 and 1997                          104
  Statements of Retained Earnings for the Years Ended December 31,    106
    1998, 1997, and 1996
  Selected Financial Data - Five-Year Comparison                      107
Entergy New Orleans, Inc.:                                               
  Report of Independent Accountants                                   108
  Management's Financial Discussion and Analysis                      109
  Statements of Income For the Years Ended December 31, 1998, 1997,   112
    and 1996
  Statements of Cash Flows For the Years Ended December 31, 1998,     113
    1997, and 1996
  Balance Sheets, December 31, 1998 and 1997                          114
  Statements of Retained Earnings for the Years Ended December 31,    116
    1998, 1997, and 1996
  Selected Financial Data - Five-Year Comparison                      117
System Energy Resources, Inc.:                                           
  Report of Independent Accountants                                   118
  Management's Financial Discussion and Analysis                      119
  Statements of Income For the Years Ended December 31, 1998, 1997,   121
    and 1996
  Statements of Cash Flows For the Years Ended December 31, 1998,     123
    1997, and 1996
  Balance Sheets, December 31, 1998 and 1997                          124
  Statements of Retained Earnings for the Years Ended December 31,    126
    1998, 1997, and 1996
  Selected Financial Data - Five-Year Comparison                      127
Notes to Financial Statements for Entergy Corporation and             128
  Subsidiaries


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
                           REPORT OF MANAGEMENT


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

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

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

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




J. WAYNE LEONARD
Chief Executive Officer of Entergy Corporation 
and Chairman of the Board of Entergy Arkansas, 
Entergy Gulf States, Entergy Louisiana,
Entergy Mississippi, Entergy New Orleans, and
System Energy





C. JOHN WILDER
Executive Vice President and
Chief Financial Officer



<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
                   AUDIT COMMITTEE CHAIRPERSON'S LETTER
                                     
                                     
      The  Entergy  Corporation  Board of  Directors'  Audit  Committee  is
comprised  of  five directors who are not officers of Entergy  Corporation:
Dr. Paul W. Murrill, Chairperson, George W. Davis, James R. Nichols, Eugene
H.  Owen,  and  Bismark A. Steinhagen.  The committee held  seven  meetings
during 1998.

     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 (PricewaterhouseCoopers  LLP)  the  overall
scope,  specific  plans, and results of 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  were  designed to facilitate and encourage private  communication
between  the  committee  and the internal auditors and  independent  public
accountants.

     The Audit  Committee  believes  that management maintains an effective
system of internal controls which  results  in  fairly  presented financial
statements.




                                   DR. PAUL W. MURRILL
                                   Chairperson, Audit Committee


                                     
                                     


<PAGE>                   
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                                 OVERVIEW
                                     
                                     
      After a slow start in 1998, Entergy achieved strongcord  results  for
the  year  in  earnings per share and operating cash  flow.   In  addition,
Entergy's debt as a percentage of debt, preferred and common equity capital
as  of  year-end  was  48.6% in 1998, 56.5% in 1997,  and  52.5%  in  1996.
Entergy's  cash and resulting liquidity position improved significantly  as
compared  to one year ago.  These financial results were achieved primarily
due to Entergy's new strategic focus, which resulted in the sale of several
businesses.

      In August 1998, Entergy's Board of Directors approved a new strategic
focus  that  should  significantly impact Entergy's future  operations  and
financial  results.   This  strategy aligns  Entergy's  strengths  and  the
businesses it will pursue.  These businesses are:

     o    domestic utility operations;
     o    global power development; and
     o    nuclear power operations.

Additionally, Entergy's power marketing and trading business  provides  the
global  power development and the nuclear operations businesses with market
liquidity  and  price-risk management, and represents them  in  interfacing
with the wholesale marketplace.

     Consistent  with  its  new strategic direction, Entergy  sold  several
businesses.   Proceeds from the sales were used, in part, to pay  off  debt
associated  with the acquisition of these businesses.  Further  information
on these transactions is presented in Note 12 to the financial statements.

      The  discussion in the pages that follow reviews the  most  important
items affecting Entergy and includes:

     o the  electric  utility industry's continued  progression  toward
       competition;
     o sales of significant portions of Entergy's businesses not aligned with
       its new strategy; and
     o substantial improvement in Entergy's financial strength resulting from
       the sale of over $4 billion of assets.

      The changes noted above create significant uncertainties.  Resolution
of the following uncertainties may have a material impact on Entergy:

     o the  timing and specific provisions of transition to competition
       legislation at the local and federal levels relating to the electric
       utility industry;
     o Entergy's ability to achieve fair recovery of its potentially stranded
       investments;
     o the impact of customer choice as more customers have freedom to choose
       their electricity supplier; and
     o Entergy's ability to achieve fair value for assets which may be sold
       as a result of the breakup of electric utility monopolies.

       Both  the  changes  and  uncertainties  highlighted  above  must  be
considered  in  evaluating Entergy's financial condition.  A more  detailed
explanation  of  these  items  and  other pertinent  information  impacting
Entergy's financial strength follow.


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

Cash Flow

     Entergy's  liquidity  and  capital  resources  were  affected  by  the
following in 1998:

     o Cash flow from operations decreased compared to 1997 principally due
       to completion of rate phase-in plans and other rate activity at 
       certain of the domestic utility companies, partially offset by an 
       increase in net income from competitive businesses.
     o Net cash provided by investing activities increased substantially due
       to the sales of London Electricity and CitiPower.
     o Net cash used in financing activities changed significantly from 1997
       primarily due to the retirement of the debt associated with the 
       acquisition of London Electricity and CitiPower.

Operations

      Net  cash  flow  from  operations for Entergy, the  domestic  utility
companies,  and System Energy for the years ended December 31, 1998,  1997,
and 1996 was:

                                     1998     1997     1996
                                          (In Millions)
                                                      
           Entergy                  $1,679  $1,725   $1,528
           Entergy Arkansas         $  357  $  434   $  377
           Entergy Gulf States      $  415  $  466   $  322
           Entergy Louisiana        $  339  $  341   $  352
           Entergy Mississippi      $  172  $  159   $  182
           Entergy New Orleans      $   41  $   49   $   44
           System Energy            $  263  $  278   $  287

       Competitive  businesses  contributed  $151.7  million   to   Entergy
Corporation's cash flow from operations in 1998.  Substantially all of this
contribution came from London Electricity and CitiPower, both of which were
sold in December 1998.

      Rate phase-in plans contributed to cash flow from operations in 1998.
Under  these  plans, revenues collected exceed the cash cost  of  expenses.
Such plans positively impact current cash flow from operations, but have no
net   income  effect  because  the  higher  revenues  are  offset  by   the
amortization  of  previously  deferred costs.   However,  during  1998  the
following phase-in plans were completed:

     o Entergy Gulf States' Louisiana retail phase-in plan for River Bend was
       completed in February;
     o Entergy Mississippi's phase-in plan for Grand Gulf 1 was completed in
       September; and
     o Entergy Arkansas' phase-in plan for Grand Gulf 1 was completed in
       November.

Entergy  New  Orleans' phase-in plan for Grand Gulf 1 will be completed  in
2001.


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

Investing Activities

      Net cash provided by investing activities increased substantially  in
1998  principally  due  to  the  sales of  Entergy  London  and  CitiPower.
However, this increase was offset by the investment of the majority of  the
net  proceeds from the Entergy London sale in BPS574 million ($947 million)
of  notes receivable which will mature in August 1999.  Entergy has entered
foreign  currency  forward contracts to hedge the  U.S.  dollar  equivalent
amount of these notes and their related interest at maturity.  At maturity,
Entergy  expects  to  receive approximately $1 billion  and  will  use  the
proceeds to reduce debt and fund future investments.  Business dispositions
are discussed in Note 12 to the financial statements.

Capital Resources

     Entergy requires capital resources for:

     o    construction/capital expenditures;
     o    debt and preferred stock maturities;
     o    capital investments;
     o    funding of subsidiaries; and
     o    dividend payments.

Management provides more information on construction expenditures and long-
term  debt  and  preferred  stock maturities in Note  9  to  the  financial
statements.

     Entergy's sources to meet the above include:

     o    internally generated funds;
     o    cash on hand;
     o    debt or preferred stock issuances;
     o    bank financing under new or existing facilities; and
     o    short-term borrowings.

      During 1998, cash from operations and the sale of businesses and cash
on  hand met substantially all investing and financing requirements of  the
domestic utility companies and System Energy.  Entergy Corporation received
$488.5 million in dividend payments from the domestic utility companies and
System Energy in 1998.

      All  debt  and  common and preferred stock issuances are  subject  to
regulatory  approval.  Preferred stock and debt issuances  are  subject  to
issuance tests set forth in corporate charters, bond indentures, and  other
agreements.  The  domestic  utility companies may  also  establish  special
purpose  trusts or limited partnerships as financing subsidiaries  for  the
purpose of issuing quarterly income preferred securities.

     Management expects the domestic utility companies and System Energy to
continue to refinance or redeem higher cost debt and preferred stock  prior
to  maturity,  to  the extent market conditions and interest  and  dividend
rates are favorable.



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

      Entergy's  ability  to  invest  in domestic  and  foreign  generation
businesses  is  subject to the SEC's regulations under PUHCA.   Absent  SEC
approval,  these  regulations limit the aggregate amount that  Entergy  may
invest in domestic and foreign generation businesses to an amount equal  to
50%  of  consolidated retained earnings at the time an investment is  made.
Due to the sale of electric distribution businesses in the UK and Australia
in  1998,  Entergy  will  have the ability to make  significant  additional
investments in domestic and foreign generation businesses.

      Entergy's global power development business is currently constructing
two  combined cycle gas turbine merchant power plants in the UK.  The first
is  a  1200  MW plant known as Saltend.  It is expected to begin commercial
operation in the first quarter of 2000.  The second is a 792 MW plant known
as  Damhead  Creek.  It is expected to begin commercial  operation  in  the
fourth  quarter of 2000.  The financing of the construction  of  these  two
power plants is discussed in Note 7 to the financial statements.

     In September 1998, Entergy's nuclear power business signed a long-term
contract  to provide management oversight of decommissioning activities  at
the  Maine  Yankee nuclear power plant through the projected completion  of
such activities in 2004.  Management believes this arrangement is the first
of  its  kind  for  decommissioning and  reflects  a  growing  trend  among
utilities  to  utilize  outside management for nuclear  activities.   Also,
Entergy's  nuclear power business has agreed to acquire the 670 MW  Pilgrim
Nuclear Station, including the plant's nuclear fuel, for $80 million.  This
sale is expected to close in the second quarter of 1999.

      Entergy  has  also  made  investments in  energy-related  businesses,
including  power  marketing and trading.  Under PUHCA, the  SEC  imposes  a
limit equal to 15% of consolidated capitalization on the amount that may be
invested  in  such  businesses  without  specific  SEC  approval.   Entergy
currently has considerable capacity to make additional investments of  this
type before such limits would be exceeded.

      In 1998, Entergy Corporation paid $373.4 million in cash dividends on
its  common stock.  Declarations of dividends on Entergy's common stock are
made  at  the  discretion of Entergy Corporation's Board of Directors  (the
Board).   The  Board  declared quarterly dividends of  $.30  per  share  on
Entergy's common stock in the third and fourth quarters of 1998 and in  the
first  quarter  of  1999.   These dividends  represent  a  $.15  per  share
reduction  from the previous level of Entergy's dividends.   The  reduction
was  made  in  order  to strengthen Entergy's financial position  and  fund
future investments.  In the future, the Board will re-evaluate the level of
Entergy common stock dividends, based upon Entergy's earnings and financial
strength.   Dividend restrictions are discussed in Note 8 to the  financial
statements.

      In  October  1998,  the Board approved a plan for the  repurchase  of
Entergy  common stock through December 31, 2001 to fulfill the requirements
of  various  compensation  and benefit plans.  The  stock  repurchase  plan
provides for purchases in the open market of up to 5 million shares for  an
aggregate consideration of up to $250 million.

      Rate  proceedings  in Texas could have a material adverse  impact  on
Entergy  Gulf  States'  cash  flow  from operations.   However,  management
believes  that  Entergy  Gulf States' cash flow  from  operations  will  be
sufficient  to  fund  its capital requirements for the foreseeable  future.
The rate proceedings are discussed in Note 2 to the financial statements.

     Entergy and its subsidiaries' capital and refinancing requirements and
available lines of credit are more thoroughly discussed in Notes 4,  5,  6,
7, 9, and 10 to the financial statements.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                      LIQUIDITY AND CAPITAL RESOURCES
                                     
                                     
Entergy Corporation and System Energy

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

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

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



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


Domestic Competition

      The  electric  utility  industry  has  traditionally  operated  as  a
regulated  monopoly,  but is transitioning to an environment  of  increased
retail  and wholesale competition.  This presents opportunities to  compete
for  new customers and creates the risk of loss of existing customers.   In
addition,  it  presents opportunities to enter into new businesses  and  to
restructure  existing  businesses.  In an effort to position  itself  in  a
competitive  environment,  Entergy continues to work  with  regulatory  and
legislative authorities.

Regulatory and Legislative Activity

Transition-to-Competition Filings

     Under historical ratemaking practice, regulated electric utilities are
granted  exclusive geographic franchises to sell electricity.   In  return,
the  utilities  are obligated to make investments and incur obligations  to
serve  customers.   Prudently incurred costs are recovered  from  customers
along  with a return on investment.  Additionally, regulators have  allowed
certain  operating costs to be deferred for future recovery from customers.
These  costs  have  been  recorded as regulatory assets  in  the  financial
statements.

      As  a  result  of  the  traditional ratemaking process,  Entergy  has
recorded  nuclear  investments  and nuclear  purchase  obligations  on  its
balance sheets at amounts that could exceed future expected cash flows in a
competitive  marketplace.  Entergy's domestic utility companies  have  made
transition-to-competition filings requesting accelerated  recovery  of  the
majority of the companies' nuclear investments and related obligations over
a seven-year period. These filings also seek protection for certain classes
of ratepayers from possible cost shifting that may result from competition.
To date only Entergy Arkansas has received partial approval for its filing.
Management  believes the Entergy Arkansas plan puts in place a process  for
achieving  customer  choice,  meets  Entergy's  objectives  of  an  orderly
transition  to  competition,  and  mitigates  potentially  stranded  costs.
Management  provides  details  concerning the domestic  utility  companies'
current  net  investment in nuclear generation in Note 1 to  the  financial
statements and concerning the transition-to-competition filings  and  other
regulatory activity in Note 2 to the financial statements.

Open Access

       Competition  within  the  wholesale  electric  energy   market   has
intensified  with  the  implementation of open access  transmission.   Open
access  allows  third-party suppliers to transmit energy to customers  over
transmission facilities owned by another entity.  To implement open  access
to wholesale customers, FERC issued two orders in 1996 requiring all public
utilities  subject  to FERC jurisdiction to provide wholesale  transmission
access to third parties and requiring each public utility to implement  and
maintain  an  open access same-time information system. Entergy's  domestic
utility companies filed tariffs to comply with the orders issued in 1996.


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

      In response to FERC policy strongly favoring independent control over
transmission operations as a means of enhancing competitive wholesale power
markets,  Entergy  has  proposed  to  FERC  the  formation  of  a  regional
transmission company (Transco).  The proposed Transco would be:

     o a separate legal entity regulated by FERC;
     o composed of the transmission system transferred to it by the domestic
       utility companies and other transmission owners in Entergy's region;
     o operated and maintained by employees who would work exclusively for
       the Transco and would not be employed by Entergy or the domestic 
       utility companies; and
     o passively owned by the domestic utility companies, which will not
       control or otherwise direct its operation and management.

Management  expects  to make additional filings with  federal,  state,  and
local  regulatory authorities seeking necessary approvals for the formation
of the Transco.

Legislative Activity

      The Arkansas and Texas state legislatures are considering legislation
to  restructure the retail electric utility industry and allow competition.
Both  of  these  legislatures  convened in  January  1999  and  have  begun
addressing  this  issue.   Entergy  is  actively  participating  in   these
deliberations.

      The Texas legislature is currently considering legislation that would
open  the  Texas  retail  market to competition.   The  most  comprehensive
proposed  bill  has  been  filed  in the  Texas  Senate  and  calls  for  a
competitive retail access date of January 1, 2002, market power  mitigation
measures,  stranded cost recovery, and securitization of regulatory  assets
and  stranded  costs,  among  other things.  The  market  power  mitigation
measures  include a limit on the ownership of generation by a  distribution
company  within a specified region.  It is not clear what the  implications
of  this  limit  would  be for Entergy Gulf States or  the  Entergy  system
generally.  However, it is possible that the legislation could require that
Entergy  Gulf States divest some of its generation assets.  The  bill  also
freezes  rates  to residential and certain commercial customers  until  the
competitive  retail  access date and then implements a five-percent  annual
rate  reduction for five years or until 40 percent of the market for  those
customers  is  lost.  A similar proposed bill has been  introduced  in  the
Arkansas  Senate.   There can be no certainty as  to  the  outcome  of  the
legislation.

      A  number of bills have been introduced in the United States Congress
to deregulate the electric power industry.  Some of these bills would amend
or  repeal  PUHCA  and/or PURPA.  The bills generally have provisions  that
would  give  consumers  the ability to choose their  own  electric  service
provider.   Entergy Corporation has supported legislation  in  Congress  to
repeal  PUHCA.  In June 1998, the Clinton Administration submitted  a  bill
containing  the  above provisions, along with one allowing states  to  "opt
out"  of  competition  if  they felt restructuring  would  harm  residents.
Congress  took  no  action  on  any  comprehensive  electric  restructuring
legislation or repeal of PUHCA during 1998.

Industrial and Commercial Customers

      In addition to the risks of losing customers due to competition, some
large industrial and commercial customers of the domestic utility companies
are  exploring  ways to reduce their energy costs.  Among the  alternatives
available  to  these customers are self-generation and  cogeneration.   The
domestic  utility companies have responded by negotiating electric  service
contracts  that  may  provide service to large  industrial  and  commercial
customers at tariffed rates lower than would otherwise be applicable.


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


      Through December 1998, Entergy Gulf States and Entergy Louisiana  had
received  notices  from  nine large industrial  customers  that  they  were
proceeding  with  proposed  cogeneration projects.   As  a  result,  it  is
expected that 1999 net income will decrease by approximately $8 million and
sales  will  decline by 369,000 megawatt-hours from the prior year.   These
customers will continue to purchase energy at a reduced level from  Entergy
Gulf States and Entergy Louisiana.

State and Local Regulation

      The  retail  regulatory philosophy is shifting in some  jurisdictions
from    traditional   cost-of-service   regulation   to   performance-based
regulation.  Performance-based formula rate plans are designed to encourage
increased efficiency and productivity while permitting utilities and  their
customers  to  share  in  the benefits.  Entergy  Mississippi  and  Entergy
Louisiana   have   implemented  performance-based  rate   plans.    Entergy
Louisiana's 1997 test year under the plan indicated that rates would not be
materially  changed.  Entergy Mississippi implemented a $6.6  million  rate
reduction in May 1998 resulting from its plan.

      All  of the domestic utility companies have recently been ordered  to
grant  base  rate  reductions and have refunded or credited  customers  for
previous  overcollections  of  rates.   The  continuing  pattern  of   rate
reductions  reflects  completion of rate phase-in  plans,  lower  costs  of
service ordered by regulators, and the competitive environment in which the
domestic utility companies operate.  The domestic utility companies' retail
and wholesale rate matters and proceedings are discussed more thoroughly in
Note 2 to the financial statements.

     The  PUCT  has  published proposed "Code of Conduct"  rules  governing
affiliate  transactions.   Although these  rules  have  not  been  adopted,
management  believes that the rules would severely restrict  the  type  and
extent  of  services  that  Entergy's service companies  could  provide  to
Entergy  Gulf  States.  Management believes that adoption  of  these  rules
would  result  in higher costs for Entergy Gulf States and  its  Texas  and
Louisiana  customers.   Other state or local regulators  with  jurisdiction
over  Entergy's  utility  subsidiaries may propose  similar  rules  in  the
future.

Other Electric Utility Trends

     In some areas of the United States, municipalities whose residents are
served  by  investor-owned  utilities  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  that
currently   receive   service  from  an  investor-owned   utility.    Where
successful, these efforts may result in the utility's inability to  recover
costs that it has incurred for the purpose of serving those customers.

      Utility  mergers and joint ventures involving domestic  and  overseas
companies  are  another continuing trend in the transition to  competition.
In  some areas of the country, utilities have either sold or are attempting
to  sell  all or a substantial portion of their generation assets to  focus
their  businesses  on transmission and/or distribution services.   FERC  is
currently advocating the creation by utilities of arrangements under  which
their transmission systems will be operated independently and on a regional
basis.


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


Accounting Issues

Continued Application of SFAS 71

       The  domestic  utility  companies'  and  System  Energy's  financial
statements currently reflect, for the most part, assets and costs based  on
existing  cost-based  ratemaking regulation in  accordance  with  SFAS  71,
"Accounting  for  the  Effects of Certain Types of Regulation".   Continued
applicability  of SFAS 71 to the financial statements requires  that  rates
set  by  an independent regulator on a cost-of-service basis be charged  to
and  collected  from  customers for the foreseeable future.   The  electric
utility  industry's  movement toward a combination  of  competition  and  a
modified regulatory environment could result in rates that are not based on
cost  of  service.   If  a  utility  company  is  required  to  discontinue
application of SFAS 71 for a portion or all of its operations, it could  be
required  to  remove  regulatory assets and liabilities  from  its  balance
sheet.

      Definitive  outcomes  have  not  yet been  determined  regarding  the
transition  to  competition filings in Entergy's jurisdictions;  therefore,
the regulated operations continue to apply SFAS 71.  Discontinuation of the
application  of SFAS 71 could have a material adverse impact  on  Entergy's
financial  statements.   The  application of  SFAS  71  is  discussed  more
thoroughly in Note 1 to the financial statements.

Year 2000 Issues

      Management  has been evaluating its computer software  and  hardware,
databases,  embedded microprocessors (collectively referred to as  "IT  and
non-IT  assets"),  suppliers, and other relationships to determine  actions
required  to  prevent problems related to the Year 2000, and the  resources
required to take such actions.  Unless corrected, these problems may result
in  malfunctions in certain software applications, databases, and  computer
equipment  with  respect  to  dates on or after  January  1,  2000.   These
malfunctions  could  disrupt  operations of nuclear  or  fossil  generating
plants,  operation of transmission and distribution systems, and access  to
interconnections  with  neighboring  utilities,  and  could   cause   other
operational problems.

      Management  has  adopted a four-step approach to  address  Year  2000
issues including:

     o an inventory of all IT and non-IT assets;
     o an assessment to determine if the IT and non-IT assets are critical to
       the business and, if so, whether Year 2000 has an impact on them;
     o remediation or replacement of critical systems determined to be Year
       2000 deficient; and
     o certification  of  such critical systems to  confirm  Year  2000
       compliance.

      Management  has completed its inventory of IT and non-IT assets,  has
identified  systems and equipment that could be affected by the  millennium
change,  and  has assessed the risk of potential failure for  most  of  its
assets.   Management defines services or products as Year 2000  "compliant"
when  they  perform  the business, office automation,  or  process  control
requirements as designed into the twenty-first century.  Management defines
an  asset as "certified" as Year 2000 compliant after it has been modified,
or   upgraded   if  necessary,  tested,  and  deployed  in  the   operating
environment.   Certification of Entergy's assets that significantly  affect
operations  is  scheduled to be substantially complete by the  end  of  the
first quarter of 1999, and is on schedule and approximately 77% complete as
of  January 31, 1999.  Certification will continue for assets that  do  not
significantly   affect   operations,   but   do   impact   efficiency   and
profitability, throughout 1999.


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

      Management is currently performing an assessment of its vendors  that
affect  Entergy's  operations with respect to Year 2000 issues.   Entergy's
goal is to receive written confirmation of the Year 2000 compliance of  its
critical  vendors.   Alternative suppliers or  contingency  plans  will  be
considered for those suppliers that do not demonstrate sufficient Year 2000
readiness.   Management  will  implement Year 2000  contingency  plans  for
suppliers throughout 1999.

     Maintenance or modification costs associated with Year 2000 compliance
will  be  expensed  as incurred, while the costs of new  software  will  be
capitalized  and  amortized over the software's useful life.   Management's
current estimate of maintenance and modification costs related to Year 2000
issues   to   be   incurred  in  1998  through  mid-2000  is  approximately
$54  million.  Entergy has incurred approximately $26 million of this total
through January 1999. The sales of Entergy London and CitiPower in December
1998 decreased estimated expenses from $81 million at September 30, 1998 to
the  $54  million mentioned above.  These expenses are being funded through
operating  cash flows.  Additionally, total capitalized costs for  projects
accelerated  due  to  Year 2000 issues are estimated  to  be  $19  million.
Entergy  has  incurred  approximately $11 million  of  this  total  through
January 1999.

     An independent consultant has been engaged to assist management in its
assessment  of  the  risks of Year 2000 malfunctions.  This  assessment  is
currently  in  progress.   Based  on  the  risk  determinations   of   this
assessment,  and  the  results of certification activities,  management  is
creating and implementing contingency plans, as needed, throughout 1999  to
address  Year  2000  issues.  Although Entergy  is  taking  steps  that  it
believes  will address the Year 2000 issue, this issue presents risks  that
may  not  be entirely foreseen and eliminated and which could significantly
affect utility operations and financial performance.

Market Risks

      Entergy  uses  derivative instruments to manage the following  market
risks:

     o the commodity price risk associated with its power marketing and
       trading business;
     o the currency exchange rate risk associated with the investment of the
       net proceeds of the sale of Entergy London; and
     o the interest rate risk associated with certain of its variable rate
       credit facilities.

      Entergy's power marketing and trading business enters into sales  and
purchases  of  electricity and natural gas for delivery  into  the  future.
Because  the market prices of electricity and natural gas can be  volatile,
Entergy's  power marketing and trading business is exposed to risk  arising
from   differences  between  the  fixed  prices  in  its  commitments   and
fluctuating  market  prices.   To mitigate its  exposure,  Entergy's  power
marketing  and  trading business enters into electricity  and  natural  gas
futures, swaps, option contracts, and electricity forward agreements.

      Entergy's  power marketing and trading business utilizes a  value-at-
risk   model  to  assess  the  market  risk  of  its  derivative  financial
instruments.  Value-at-risk represents the potential loss for an instrument
or  portfolio  from adverse changes in market factors for a specified  time
period  and  confidence  level.   The  value-at-risk  was  estimated  using
historical simulation calculated on a daily basis over a thirty-day  period
with  a  95%  confidence level and a holding period of two  business  days.
Based  on  these assumptions, this business's value-at-risk as of  December
31, 1998 was not material to Entergy.

      Management's  calculation  of value-at-risk  exposure  represents  an
estimate of reasonably possible net losses that would be recognized on  its
portfolio   of  derivative  financial  instruments,  assuming  hypothetical
movements in option contracts.  It does not represent the maximum  possible
loss  or  an expected loss that may occur, because actual future gains  and
losses will differ from those estimated, based upon actual fluctuations  in
market  rates, operating exposures, and the timing thereof, and changes  in
the portfolio of derivative financial instruments during the year.



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


     The notes receivable purchased with the proceeds of the Entergy London
sale  are  denominated in BPS.  To hedge currency exposure on  these  notes
receivable, Entergy entered into currency forward agreements to fix the  U.
S. dollar amount that will be received upon maturity of the notes in August
1999.  The investment of the sales proceeds and the forward agreements  are
discussed more thoroughly in Note 12 to the financial statements.

     Entergy uses interest rate swaps to reduce the impact of interest rate
changes  on  certain  variable-rate credit facilities associated  with  its
global  power  development  business.  The interest  rate  swap  agreements
involve  the  exchange of floating rate interest payments  for  fixed  rate
interest  payments  over  the  life of the  agreements.   These  swaps  are
discussed more thoroughly in Note 7 to the financial statements.

                                     

<PAGE>

                     REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
Entergy Corporation


In  our  opinion,  the  accompanying consolidated balance  sheets  and  the
related  consolidated statements  of  income and comprehensive  income,  of
retained earnings and paid-in-capital, and of cash flows present fairly, in
all  material  respects, the financial position of Entergy Corporation  and
its  subsidiaries at December 31, 1998 and 1997, and the results  of  their
operations  and their cash flows for each of the three years in the  period
ended  December 31, 1998, in conformity with generally accepted  accounting
principles.   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 of these
statements  in accordance with generally accepted auditing standards  which
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,  assessing   the
accounting  principles used and significant estimates made  by  management,
and  evaluating  the overall financial statement presentation.  We  believe
that our audits provide a reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP


New Orleans, Louisiana
February 18, 1999





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

Net Income
     
      Entergy  Corporation's consolidated net income  in  1998  would  have
increased  as compared to 1997 by approximately 20%, excluding the  effects
of  the items listed below.  This increase was due to increased competitive
business revenues, decreased interest charges, and decreased income  taxes,
partially  offset  by increased operating expenses and  decreased  domestic
utility  electric  operating  revenues.  Net  income  in  1997  would  have
decreased as compared to 1996 by approximately 9%, excluding the effects of
the items below.  This decrease was due to decreased earnings from domestic
utility operations, partially offset by increased earnings from competitive
businesses, primarily London Electricity.

                                           1998        1997      1996
                                                  (In Millions)
                                                                  
Net income                                  $785.6     $300.9    $490.6
                                            ------     ------    ------

Sales and write-downs of investments in      208.9          -         -
non-regulated businesses
UK tax rate changes                           31.7       64.7         -
UK windfall profits tax                          -     (234.1)        -
Power market counterparty default            (27.0)         -         -
Entergy Gulf States rate reserves (a)       (129.0)    (227.0)        -
Radioactive waste facility write-offs          9.3      (26.4)        -
Entergy Gulf States Cajun Settlement (b)         -      146.6         -
River Bend rate deferrals write-off              -          -    (174.0)
River Bend litigation accrual reversal           -          -      30.0
                                            ------    -------    ------
                                            $691.7     $577.1    $634.6
                                            ======    =======    ======


           (a) The  effects  of  the Entergy Gulf  States  rate
               reserves  in 1997 are reflected in the financial
               statement   categories  of   domestic   electric
               revenues  (See  other  revenue  herein),   other
               income, and income taxes.

          (b)  The  effects  of the Entergy Gulf  States  Cajun
               Settlement   in  1997  are  reflected   in   the
               financial   statement  categories  of   domestic
               electric  revenues (See other  revenue  herein),
               other  operation and maintenance expenses, other 
               income, and income taxes.
          
         Note: The  items  included  in  the  table  above  are
               identified  based  on  judgment  of  management.
               Factors that management considers in identifying
               these  items  include significance, infrequency,
               unusual nature, and effect on cash flow.


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

Revenues and Sales

Domestic Utility Companies and System Energy

      The  changes  in  electric operating revenues for Entergy's  domestic
utility  companies and System Energy for 1998 compared to  1997,  and  1997
compared to 1996, are as follows:

                                         Increase/(Decrease)
            Description                  1998        1997
                                            (In Millions)
                                                            
Base revenues                            ($290.3)   ($160.1)
Rate riders                               (108.6)      (3.6)
Fuel cost recovery                         (80.6)      90.1
Sales volume/weather                       187.3       31.3
Other revenue (including unbilled)        (191.0)     146.8
Sales for resale                            80.7      (16.6)
                                         -------     ------
Total                                    ($402.5)     $87.9
                                         =======     ====== 


Base revenues

       In  1998,  base  revenues  decreased  primarily  due  to  base  rate
reductions, reserves for refunds, and other regulatory adjustments totaling
$216.5 million ($129.0 million net of tax) at Entergy Gulf States.

      In  1997, base revenues decreased due to reserves recorded at Entergy
Gulf  States for potential regulatory adjustments.  These adjustments  were
based  on  management's  estimates of the  financial  effect  of  potential
adverse rulings in connection with the pending rate proceedings in Texas.

     These rate reductions and other pending rate proceedings are discussed
in Note 2 to the financial statements.

Rate rider revenues

     Rate rider revenues do not affect net income because specific incurred
expenses offset them.

     In 1998, rate rider revenues decreased due to the decline in the Grand
Gulf  1  cost recovery rate rider revenues at Entergy Arkansas,  reflecting
scheduled   reductions  in  the  phase-in  plan  that  was   completed   in
November  1998.   Rate  rider  revenues also decreased  due  to  reductions
required by the settlement agreement between the APSC and Entergy Arkansas.
The  settlement  agreement with the APSC is discussed  in  Note  2  to  the
financial statements.

Fuel cost recovery revenues

      Fuel cost recovery revenues do not affect net income because they are
an increase to revenues that are offset by specific incurred fuel costs.


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


      In 1998, fuel cost recovery revenues decreased primarily due to lower
pricing at Entergy Louisiana resulting in a change in generation mix.

      In  1997,  fuel cost recovery revenues increased due to a PUCT  order
that  approved  recovery  of previously under-recovered  fuel  expenses  by
Entergy Gulf States.

Sales volume

      In  1998, sales volume increased as a result of significantly  warmer
weather at all the domestic utility companies.  Entergy established  a  new
peak usage record for the system on July 8, 1998.

      In 1997, sales volume increased primarily due to an increase in sales
to  industrial  customers, particularly certain cogeneration customers  who
purchased   replacement  electricity  from  Entergy  Gulf  States.    These
increases were partially offset by the effects of milder weather in 1997.

Other revenue

      In 1998, other revenue decreased primarily due to the revenue portion
of  the gain recognized in December 1997 on the Cajun Settlement at Entergy
Gulf  States,  the  effect  of  which was partially  offset  by  regulatory
reserves  recorded  at  Entergy Gulf States in 1997.   Other  revenue  also
decreased  due  to unfavorable pricing of unbilled revenues resulting  from
rate reductions at Entergy Gulf States.

      In  1997,  other  revenue increased principally due  to  the  revenue
portion  of  the  gain recognized on the Cajun Settlement at  Entergy  Gulf
States,  which  totaled $154.5 million ($92.0 million  net  of  tax).   The
effect  of the Cajun Settlement was partially offset by regulatory reserves
recorded  at Entergy Gulf States in 1997 of $70 million ($41.6 million  net
of tax).

Sales for resale

      In  1998, sales for resale increased due to increased sales  to  non-
associated  companies,  particularly at  Entergy  Arkansas,  and  increased
demand at Entergy Gulf States.

Competitive business revenues

      Competitive  business  revenues increased by  $2.4  billion  in  1998
primarily due to increased sales volume in the power marketing and  trading
business.   This  business' volume increased dramatically in  1998  due  to
increased  marketing efforts and significantly warmer weather.  The  impact
on  net  income from these revenues was offset by increased power purchased
for resale as discussed in Expenses below.

      Competitive  business  revenues increased by  $2.3  billion  in  1997
primarily  due  to the February 1997 acquisition of London  Electricity  by
Entergy London.  London Electricity contributed $1.8 billion of revenues to
Entergy  results of operations during the eleven months it was included  in
1997.   Competitive business revenues also increased due to an increase  of
$396  million  in  power marketing and trading business revenues  resulting
from a full year of trading in 1997 as compared to six months in 1996.


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


Expenses

      Operating  expenses  for  1997  include  Entergy  London's  operating
expenses of $1.7 billion, which are not comparative with 1996.  This change
is  due  to  Entergy  London's acquisition of London Electricity  effective
February 1997.

Purchased power expenses

       In  1998,  purchased  power  expenses  increased  primarily  due  to
significantly  increased power trading by the power marketing  and  trading
business.   The  increased trading resulted in a $2.3 billion  increase  in
purchased  power expenses for this business.  Additionally,  in  1998,  the
power  marketing and trading business incurred a $44 million  ($27  million
net of tax) counterparty default.

      In  1997, purchased power expenses increased primarily due to  higher
power  purchased  for  resale by the power marketing and  trading  business
resulting from a full year of trading in 1997 as compared to six months  in
1996.

Nuclear refueling outage expenses

      In 1997, nuclear refueling outage expenses increased primarily due to
the  amortization of previously deferred November 1996 outage  expenses  at
System Energy.  These expenses were amortized over an 18-month period  that
began in December 1996.  Prior to this outage, such costs were expensed  as
incurred.   No  nuclear refueling outage expenses were incurred  at  System
Energy in 1996.

Other operation and maintenance expenses

      In 1998, other operation and maintenance expenses increased primarily
due to the following:

     o The 1997 Cajun Settlement resulted in the transfer of the 30% interest
       in River Bend owned by Cajun to Entergy Gulf States.  Entergy Gulf 
       States' operating expenses in 1998 included 100% of River Bend's 
       operation and maintenance expenses, as compared to 70% of such 
       expenses for the year ended December 31, 1997.  
     o Acquisition of security companies whose operation and maintenance
       expenses were included in 1998 but not in 1997.
     o Transmission expenses for the power marketing and trading business
       were higher due to significantly increased power trading sales volume.

      These  increases  in  other operation and maintenance  expenses  were
partially  offset by decreased non-refueling outage related  contract  work
and  maintenance  performed at Entergy Louisiana in  1997.   Operation  and
maintenance expenses also decreased at System Energy due to lower  contract
labor,  materials  and supplies expense, and insurance  and  materials  and
supplies refunds.

      In  1997, other operation and maintenance expenses excluding  Entergy
London  decreased  primarily due to the Cajun Settlement  at  Entergy  Gulf
States  in  December 1997, which  resulted  in a reduction of operation and 
maintenance  expenses  of  $72.2  million  ($43  million net of tax).  This 
decrease was partially offset by  the  $44 million  ($26.4  million  net of
tax) reserves for  the  radioactive  waste  facility  deferrals  at Entergy 
Arkansas, Entergy Gulf States,  and  Entergy Louisiana.


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


Depreciation, amortization, and decommissioning

      In  1997,  depreciation,  amortization, and decommissioning  expenses
increased principally due to:

     o the reduction of the regulatory asset established at System Energy to
       defer depreciation associated with the sale and leaseback of a portion 
       of Grand Gulf 1; and
     o increased plant additions and improvements.

Other regulatory charges

     In 1998, other regulatory charges increased primarily due to:

     o additional accruals of $74.0 million ($45.0 million net of tax) for
       the transition cost account at Entergy Arkansas; and
     o the decrease in the under-recovery of Grand Gulf 1-related costs at
       Entergy Mississippi.

      The  increase was partially offset by the $15.3 million ($9.3 million
net  of  tax)  reversal  of  the  1997  reserves  for  previously  deferred
radioactive waste facility costs in December 1998.

     The settlement agreement with the APSC established the transition cost
account  to  collect earnings in excess of an allowed return on equity  for
offset against potential stranded costs when retail access is implemented.

Amortization of rate deferrals

      In  1998, the increase in operating expenses was partially offset  by
the  decreased  amortization of rate deferrals.  The amortization  of  rate
deferrals decreased because of the completion of phase-in plans at  Entergy
Arkansas, Entergy Gulf States, and Entergy Mississippi.

     In 1997, rate deferral amortization increased primarily due to greater
Grand Gulf 1 rate deferral amortization at Entergy Arkansas and Entergy New
Orleans,  as  prescribed in the Grand Gulf 1 rate phase-in plans,  and  the
December 1997 APSC settlement agreements for Entergy Arkansas.

Other

Other income

     In 1998, other income increased primarily due to the following:

     o the gains recorded on the sales of Entergy London of $327.3 million
       ($246.8 million net of tax) and CitiPower of $29.8 million ($19.3 
       million net of tax); and
     o the reserve for regulatory adjustments recorded at Entergy Gulf States
       was less in 1998 than in 1997.

     These increases in 1998 were partially offset by:

     o the $68.6 million ($35.9 million net of tax) loss on the sale of
       Efficient Solutions, Inc. in September 1998;
     o $32.8 million ($21.3 million net of tax) of write-downs of Entergy's
       investments in two Asian projects; and
     o interest income related to the Cajun Settlement recorded in December
       1997 at Entergy Gulf States.



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


      In  1997,  other  income decreased primarily due to the  reserve  for
regulatory adjustments of $311 million ($185.4 million net of tax) and  the
1996 $50 million ($30 million net of tax) reversal of reserves provided for
the  Cajun  litigation at Entergy Gulf States.  Partially  offsetting  this
decrease was:

     o $19.6 million ($11.6 million net of tax) of interest income related to
       the Cajun Settlement recorded in December 1997 at Entergy Gulf States; 
       and
     o the $194 million ($174.0 million net of tax) write-off of River Bend
       rate deferrals at Entergy Gulf States in January 1996.
     
Interest charges

      In  1998, interest charges decreased due to the retirement of certain
long-term  debt  at  the domestic utility businesses.   This  decrease  was
partially offset by an increase in the average amount of debt and preferred
securities outstanding during 1998, compared to 1997, at Entergy London.
                                     
Income taxes

     The  effective income tax rates for 1998, 1997, and 1996  were  25.3%,
61.0%, and 46.2%, respectively.  The effective income tax rate decreased in
1998 principally due to:

     o the  UK windfall profits tax of $234.1 million at Entergy London
       recognized in 1997;
     o the tax effects of the Cajun Settlement in 1997;
     o recognition of $44 million of deferred tax benefits in 1998 related to
       expected utilization of Entergy's capital loss carryforwards; and
     o a $31.7 million reduction in taxes because of reductions in the UK
       corporation tax rate from 31% to 30% in the third quarter of 1998.

      These  decreases  were  partially offset by a  reduction  in  the  UK
corporation tax rate from 33% to 31% in 1997, which lowered taxes  in  1997
by $64.7 million.

     The effective income tax rate increased in 1997 principally due to:

     o    the $234.1 million UK windfall profits tax at Entergy London;
     o    the tax effects of the Cajun Settlement; and
     o    the 1996 write-off at Entergy Gulf States.
     
     These  increases  were  partially offset by  a  reduction  in  the  UK
corporation tax rate from 33% to 31% in 1997, which lowered taxes by  $64.7
million.
     
     Income taxes are discussed in Note 3 to the financial statements.

Preferred Dividend Requirements

      In 1997, preferred dividend requirements decreased principally due to
stock redemptions.

<PAGE>

<TABLE> 

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                         
                                         
                                                              For the Years Ended December 31,
                                                            1998          1997          1996
                                                             (In Thousands, Except Share Data)
<S>                                                      <C>          <C>            <C>
Operating Revenues:                                                                             
  Domestic electric                                       $6,136,322    $6,538,831    $6,450,940
  Natural gas                                                115,355       137,345       134,456
  Steam products                                              43,167        43,664        59,143
  Competitive businesses                                   5,199,928     2,819,086       518,987
                                                         -----------    ----------    ----------
        Total                                             11,494,772     9,538,926     7,163,526
                                                         -----------    ----------    ----------
                                                                                                
Operating Expenses:                                                                             
  Operation and maintenance:                                                                    
     Fuel, fuel-related expenses, and                                                           
       gas purchased for resale                            1,706,028     1,677,041     1,635,885
     Purchased power                                       4,585,444     2,318,811       704,744
     Nuclear refueling outage expenses                        83,885        73,857        55,148
     Other operation and maintenance                       1,988,040     1,886,149     1,577,383
       Depreciation, amortization, and decommissioning       984,929       980,008       790,948
  Taxes other than income taxes                              362,153       365,439       353,270
  Other regulatory charges (credits)                          35,136       (18,545)      (47,542)
  Amortization of rate deferrals                             237,302       421,803       414,969
                                                         -----------    ----------    ----------
        Total                                              9,982,917     7,704,563     5,484,805
                                                         -----------    ----------    ----------
                                                                                                
Operating Income                                           1,511,855     1,834,363     1,678,721
                                                         -----------    ----------    ----------
                                                                                                
Other Income (Deductions):                                                                      
  Allowance for equity funds used                                                               
   during construction                                        12,465        10,057         9,951
  Gain on sales of non-regulated businesses                  255,718        27,199        13,818
  Write-off of River Bend rate deferrals                           -             -      (194,498)
  Miscellaneous - net                                        104,841      (237,107)      123,765
                                                         -----------    ----------    ----------
        Total                                                373,024      (199,851)      (46,964)
                                                         -----------    ----------    ----------
                                                                                                
Interest Charges:                                                                               
  Interest on long-term debt                                 735,601       797,266       674,532
  Other interest - net                                        65,047        51,624        49,053
  Distributions on preferred securities of subsidiaries       42,628        21,319         4,797
  Allowance for borrowed funds used                                                             
   during construction                                       (10,761)       (7,937)       (8,347)
                                                         -----------    ----------    ----------
        Total                                                832,515       862,272       720,035
                                                         -----------    ----------    ----------
                                                                                                
Income Before Income Taxes                                 1,052,364       772,240       911,722
                                                                                                
Income Taxes                                                 266,735       471,341       421,159
                                                         -----------    ----------    ----------
                                                                                                
Consolidated Net Income                                      785,629       300,899       490,563
                                                                                                
Preferred and Preference Dividend Requirements of                                    
   Subsidiaries and Other                                     46,560        53,216        70,536
                                                         -----------    ----------    ----------
                                                                                                
Earnings Applicable to Common Stock                          739,069       247,683       420,027
                                                                                                
Other Comprehensive Income:                                                                     
  Foreign Currency Translation Adjustment                     23,078       (91,542)       21,725
                                                         -----------    ----------    ----------
                                                                                                
Comprehensive Net Income                                    $762,147      $156,141      $441,752
                                                         ===========    ==========    ==========
Earnings per average common share:                                                              
     Basic and diluted                                         $3.00         $1.03         $1.83
Dividends declared per common share                            $1.50         $1.80         $1.80
Average number of common shares outstanding:                                    
     Basic                                               246,396,469   240,207,539   229,084,241
     Diluted                                             246,572,481   240,347,292   229,249,574
                                                                                                
See Notes to Financial statements.                                                              
</TABLE>
 

<PAGE>

<TABLE>
<CAPTION>
                ENTERGY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               
                                                                              For the Years Ended December 31,
                                                                               1998         1997         1996
                                                                                        (In Thousands)
<S>                                                                          <C>          <C>           <C>
Operating Activities:                                                                                            
  Consolidated net income                                                     $785,629      $300,899     $490,563
  Noncash items included in net income:                                                                          
     Gain on Cajun Settlement                                                        -      (246,022)           -
    Write-off of River Bend rate deferrals                                           -             -      194,498
     Reserve for regulatory adjustments                                        130,603       381,285            -
    Amortization of  rate deferrals                                            237,302       421,803      414,969
    Other regulatory charges                                                    35,136       (18,545)     (47,542)
    Depreciation, amortization, and decommissioning                            984,929       980,008      790,948
    Deferred income taxes and investment tax credits                           (64,563)     (252,955)      76,920
    Allowance for equity funds used during construction                        (12,465)      (10,057)      (9,951)
    Gain on sale of non-regulated businesses                                  (255,718)      (27,199)     (13,818)
    Changes in working capital, net of effects from dispositions:                                    
    Receivables                                                                 24,176       (99,411)     (30,322)
    Fuel inventory                                                              28,439        20,272      (17,220)
    Accounts payable                                                            31,229       181,243        4,011
    Taxes accrued                                                               58,505       143,151      (27,488)
    Interest accrued                                                           (37,937)       (9,849)       7,176
    Other working capital accounts                                              24,216      (130,715)    (121,692)
  Changes in other regulatory assets                                           (13,684)       28,016      (85,051)
  Provision for estimated losses and reserves                                 (133,880)      (22,423)      31,063
  Decommissioning trust contributions and realized change in trust assets      (73,641)      (68,139)     (52,204)
  Proceeds from settlement of Cajun litigation                                       -       102,299            -
  Other                                                                        (69,219)       50,971      (76,811)
                                                                            ----------    ----------   ----------
    Net cash flow provided by operating activities                           1,679,057     1,724,632    1,528,049
                                                                            ----------    ----------   ----------
                                                                                                                 
Investing Activities:                                                                                            
  Construction/capital expenditures                                         (1,143,612)     (847,223)    (571,890)
  Allowance for equity funds used during construction                           12,465        10,057        9,951
  Nuclear fuel purchases                                                      (102,747)      (89,237)    (123,929)
  Proceeds from sale/leaseback of nuclear fuel                                 128,210       144,442      109,980
  Proceeds from sale of businesses                                           2,275,014        54,153       39,398
  Acquisition of non-regulated businesses                                      (41,776)   (2,039,370)  (1,239,112)
  Purchase of notes receivable                                                (947,444)            -            -
  Other                                                                        (43,238)      (15,966)       1,245
                                                                            ----------    ----------   ----------
                                                                                                         
     Net cash flow provided by (used in) investing activities                  136,872    (2,783,144)  (1,774,357)
                                                                            ----------    ----------   ----------
                                                                                                                 
See Notes to Financial Statements.                                                                               
  
</TABLE>
  

<PAGE>

<TABLE>
<CAPTION>
                      ENTERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               
                                                                         For the Years Ended December 31,
                                                                         1998          1997       1996
                                                                                 (In Thousands)   
<S>                                                                     <C>          <C>         <C>      
Financing Activities:                                                                               
  Proceeds from the issuance of:                                                                    
    Long-term debt                                                      1,904,074    2,047,282   1,538,372
    Preferred securities of subsidiary trusts and partnerships                  -      382,323     125,963
    Common stock                                                           19,341      305,379     118,087
  Retirement of long-term debt                                         (3,151,680)    (751,669) (1,022,685)
  Repurchase of common stock                                               (2,964)           -           -
  Redemption of preferred stock                                           (17,481)    (124,367)   (157,503)
  Changes in short-term borrowings - net                                  205,412      142,025     (24,981)
  Preferred stock dividends paid                                          (46,809)     (51,270)    (70,536)
  Common stock dividends paid                                            (373,441)    (438,183)   (405,346)
                                                                       ----------   ----------  ----------
                                                                                                          
           Net cash flow provided by (used in) financing activities    (1,463,548)   1,511,520     101,371
                                                                       ----------   ----------  ----------
                                                                                                          
Effect of exchange rates on cash and cash equivalents                       1,567      (11,164)         50
                                                                       ----------   ----------  ----------
                                                                                                          
Net increase (decrease) in cash and cash equivalents                      353,948      441,844    (144,887)
                                                                                                          
Cash and cash equivalents at beginning of period                          830,547      388,703     533,590
                                                                       ----------   ----------  ----------
                                                                                               
Cash and cash equivalents at end of period                             $1,184,495     $830,547    $388,703
                                                                       ==========   ==========  ==========
                                                                                                          
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                  
  Cash paid during the period for:                                                                        
    Interest - net of amount capitalized                                 $842,269     $831,307    $691,617
    Income taxes                                                         $273,935     $390,238    $373,247
  Noncash investing and financing activities:                                                             
     Capital lease obligation incurred                                          -            -     $16,358
     Change in unrealized appreciation of                                                                 
       decommissioning trust assets                                       $46,325      $30,951      $7,803
     Acquisition of nuclear fuel                                                -            -     $47,695
  Treasury shares issued to acquire security business                           -      $21,464           -
  Net assets acquired from Cajun settlement                                     -     $319,056           -
                                                                                                          
                                                                                                          
See Notes to Financial Statements.                                                                        

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                              ASSETS
                                         
                                                                                       
                                                                                   December 31,
                                                                              1998          1997
                                                                                   (In Thousands)
<S>                                                                        <C>           <C>
Current Assets:                                                                                     
  Cash and cash equivalents:                                                                        
    Cash                                                                      $386,764       $85,067
    Temporary cash investments - at cost,                                                           
      which approximates market                                                797,731       700,431
    Special deposits                                                                 -        45,049
                                                                           -----------   -----------
           Total cash and cash equivalents                                   1,184,495       830,547
  Notes receivable                                                             959,329         8,157
  Accounts receivable:                                                                              
    Customer (less allowance for doubtful accounts of                                               
       $10.3 million in 1998 and $32.8 million in 1997)                        270,348       458,085
    Other                                                                      197,362       225,523
    Accrued unbilled revenues                                                  245,350       580,194
  Deferred fuel costs                                                          169,589       150,596
  Accumulated deferred income taxes                                             11,329             -
  Fuel inventory - at average cost                                              90,408       119,331
  Materials and supplies - at average cost                                     374,674       367,870
  Rate deferrals                                                                37,507       237,302
  Prepayments and other                                                        114,886       193,717
                                                                           -----------   -----------
           Total                                                             3,655,277     3,171,322
                                                                           -----------   -----------
                                                                                                    
Other Property and Investments:                                                                     
  Decommissioning trust funds                                                  709,018       589,050
  Non-regulated investments                                                    557,347       568,951
  Other                                                                        221,915       225,818
                                                                           -----------   -----------
           Total                                                             1,488,280     1,383,819
                                                                           -----------   -----------
                                                                                                    
Utility Plant:                                                                                      
  Electric                                                                  22,704,872    25,310,122
  Plant acquisition adjustment - Entergy Gulf States                           422,895       439,160
  Electric plant under leases                                                  675,309       674,483
  Property under capital leases - electric                                     113,736       134,278
  Natural gas                                                                  183,621       169,964
  Steam products                                                                80,537        82,289
  Construction work in progress                                                911,278       565,667
  Nuclear fuel under capital leases                                            282,595       269,011
  Nuclear fuel                                                                  29,690        72,875
                                                                           -----------   -----------
           Total                                                            25,404,533    27,717,849
  Less - accumulated depreciation and amortization                          10,075,951     9,585,021
                                                                           -----------   -----------
           Utility plant - net                                              15,328,582    18,132,828
                                                                           -----------   -----------
                                                                                                    
Deferred Debits and Other Assets:                                                                   
  Regulatory assets:                                                                                
    Rate deferrals                                                             125,095       162,602
    SFAS 109 regulatory asset - net                                          1,141,318     1,174,187
    Unamortized loss on reacquired debt                                        191,786       196,891
    Other regulatory assets                                                    513,333       466,780
  Long-term receivables                                                         34,617        36,984
   Distribution licenses (net of amortization of $56.7 million in 1997)              -     1,813,465
  Other                                                                        369,735       461,822
                                                                           -----------   -----------
           Total                                                             2,375,884     4,312,731
                                                                           -----------   -----------
                                                                                                    
           TOTAL                                                           $22,848,023   $27,000,700
                                                                           ===========   ===========
See Notes to Financial Statements.                                                                  
                                            
                                            
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                     ENTERGY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                                         
                                                                                      
                                                                                December 31,
                                                                             1998         1997
                                                                              (In Thousands)
<S>                                                                       <C>         <C>   
Current Liabilities:                                                                             
  Currently maturing long-term debt                                          $255,221    $390,674
  Notes payable                                                               296,790     428,964
  Accounts payable                                                            522,072     915,800
  Customer deposits                                                           148,972     178,162
  Taxes accrued                                                               284,847     359,996
  Accumulated deferred income taxes                                                 -      56,524
  Interest accrued                                                            185,688     214,763
  Dividends declared                                                            7,918       8,166
  Obligations under capital leases                                            176,270     167,700
  Other                                                                        72,055      81,303
                                                                          ----------- -----------
           Total                                                            1,949,833   2,802,052
                                                                          ----------- -----------
                                                                                                 
Deferred Credits and Other Liabilities:                                                          
  Accumulated deferred income taxes                                         3,581,637   4,567,052
  Accumulated deferred investment tax credits                                 565,744     587,781
  Obligations under capital leases                                            220,209     236,000
  Other                                                                     1,955,965   1,857,514
                                                                          ----------- -----------
           Total                                                            6,323,555   7,248,347
                                                                          ----------- -----------
                                                                                                 
  Long-term debt                                                            6,596,617   9,068,325
  Subsidiaries' preferred stock with sinking fund                             167,523     185,005
  Subsidiary's preference stock                                               150,000     150,000
  Company-obligated mandatorily redeemable                                                       
    preferred securities of subsidiary trusts holding                                            
    solely junior subordinated deferrable debentures                          215,000     215,000
  Company-obligated redeemable preferred securities of subsidiary                     
    partnership holding solely junior subordinated deferrable debentures            -     300,000
                                                                                                 
                                                                                                 
Shareholders' Equity:                                                                            
  Subsidiaries' preferred stock without sinking fund                          338,455     338,455
  Common stock, $.01 par value, authorized 500,000,000                           
    shares; issued 246,829,076 shares in 1998 and 246,149,198                     
    shares in 1997                                                              2,468       2,461
  Additional paid-in capital                                                4,630,609   4,613,572
  Retained earnings                                                         2,526,888   2,157,912
  Cumulative foreign currency translation adjustment                          (46,739)    (69,817)
  Less - treasury stock, at cost (208,907 shares in 1998 and                     
   306,852 shares in 1997)                                                      6,186      10,612
                                                                          ----------- -----------
           Total                                                            7,445,495   7,031,971
                                                                          ----------- -----------
                                                                                                 
Commitments and Contingencies (Notes 2, 9 and 10)                                                
                                                                                                 
           TOTAL                                                          $22,848,023 $27,000,700
                                                                          =========== ===========
See Notes to Financial Statements.                                                               
 
</TABLE>
 

<PAGE>

<TABLE>
<CAPTION>
                 ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS AND PAID-IN CAPITAL
                                              
                                                       For the Years Ended December 31,
                                                        1998          1997        1996
                                                                 (In Thousands)
<S>                                                   <C>          <C>          <C>
Retained Earnings, January 1                          $2,157,912   $2,341,703   $2,335,579
                                                                                          
  Add:                                                                                    
    Earnings applicable to common stock                  739,069      247,683      420,027
                                                                                          
  Deduct:                                                                                 
    Dividends declared on common stock                   369,498      432,268      412,250
    Capital stock and other expenses                         595         (794)       1,653
                                                      ----------   ----------   ----------
        Total                                            370,093      431,474      413,903
                                                      ----------   ----------   ----------
                                                                                          
Retained Earnings, December 31                        $2,526,888   $2,157,912   $2,341,703
                                                      ==========   ==========   ==========
                                                                                          
                                                                                          
                                                                                          
Paid-in Capital, January 1                            $4,613,572   $4,320,591   $4,201,483
                                                                                          
  Add:                                                                                    
    Gain on reacquisition of                                                              
      subsidiaries' preferred stock                            -          273        1,795
    Common stock issuances related to stock plans         17,037      292,870      117,560
                                                      ----------   ----------   ----------
       Total                                              17,037      293,143      119,355
                                                      ----------   ----------   ----------
                                                                                          
  Deduct:                                                                                 
    Capital stock discounts and other expenses                 -          162          247
                                                      ----------   ----------   ----------
                                                                                          
Paid-in Capital, December 31                          $4,630,609   $4,613,572   $4,320,591
                                                      ==========   ==========   ==========
                                                                                         

See Notes to Financial Statements.                                                       
            
</TABLE>
            

<PAGE>

<TABLE>
<CAPTION>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                              
           SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                              
                                   1998 (1)       1997 (2)     1996 (3)       1995          1994
                                     (In Thousands, Except Percentages and Per Share Amounts)
<S>                              <C>          <C>           <C>           <C>             <C>
Operating revenues               $11,494,772  $  9,538,926  $ 7,163,526   $ 6,273,072     $ 5,981,820
Consolidated net income          $   785,629  $    300,899  $   490,563   $   562,534 (5) $   423,559
Earnings per share                                                                      
     Basic and Diluted           $      3.00  $       1.03  $      1.83   $      2.13 (5) $      1.49
Dividends declared per share     $      1.50  $       1.80  $      1.80   $      1.80     $      1.80
Return on average common equity       10.71%         3.71%        6.41%         8.11%           5.31%
Book value per share, year-end   $     28.82  $      27.23  $     28.51   $     28.41     $     27.93
Total assets                     $22,848,023  $ 27,000,700  $22,956,025   $22,265,930     $22,621,874
Long-term obligations (4)        $ 7,349,349  $ 10,154,330  $ 8,335,150   $ 7,484,248     $ 7,817,366
                                                                                        
(1)  Includes  the effects of the sale of London Electricity
     and CitiPower in December 1998.

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

(3)  Includes  the  effects of the CitiPower acquisition  in
     January 1996.

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

(5)  Represents   income   before   cumulative   effect   of
     accounting changes.
</TABLE>


<TABLE>
<CAPTION>

                               1998          1997         1996         1995         1994
<S>                          <C>          <C>           <C>           <C>           <C>
Domestic Utility Electric                         (Dollars In Thousands)
  Operating Revenues:                                                                      
   Residential               $2,299,317   $2,271,363    $2,277,647    $2,177,348    $2,127,820
   Commercial                 1,513,050    1,581,878     1,573,251     1,491,818     1,500,462
   Industrial                 1,829,085    2,018,625     1,987,640     1,810,045     1,834,155
   Governmental                 172,368      171,773       169,287       154,032       159,840
                             -----------------------------------------------------------------
     Total retail             5,813,820    6,043,639     6,007,825     5,633,243     5,622,277
   Sales for resale             440,605      359,881       376,011       334,874       293,702
   Other (1)(2)                (118,103)     135,311        67,104       119,901      (123,569)
                             -----------------------------------------------------------------
     Total                   $6,136,322   $6,538,831    $6,450,940    $6,088,018    $5,792,410
                             =================================================================
Billed Electric Energy                                                                     
 Sales (GWH):                                                                                    
   Residential                   30,935       28,286        28,303        27,704        26,231
   Commercial                    23,177       21,671        21,234        20,719        20,050
   Industrial                    43,453       44,649        44,340        42,260        41,030
   Governmental                   2,659        2,507         2,449         2,311         2,233
                             -----------------------------------------------------------------
     Total retail               100,224       97,113        96,326        92,994        89,544
   Sales for resale              11,187        9,707        10,583        10,471         7,908
                             -----------------------------------------------------------------
     Total                      111,411      106,820       106,909       103,465        97,452
                             =================================================================


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

(2) 1998 includes the effect of a reserve for rate refund at
    Entergy Gulf States.
</TABLE>


<PAGE>

                     REPORT OF INDEPENDENT ACCOUNTANTS


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


In  our opinion, the accompanying balance sheets and the related statements
of  income, of retained earnings, and of cash flows present fairly, in  all
material  respects,  the financial position of Entergy  Arkansas,  Inc.  at
December 31, 1998 and 1997, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.  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 of these statements in accordance
with  generally accepted auditing standards which 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, assessing the accounting principles used  and
significant  estimates  made  by management,  and  evaluating  the  overall
financial  statement  presentation. We believe that our  audits  provide  a
reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP


New Orleans, Louisiana
February 18, 1999





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

Net Income

      Net  income  decreased in 1998 and 1997 primarily  due  to  decreased
electric  operating revenues and recovery of Grand Gulf 1 carrying charges.
These  decreases  were  partially offset  by  lower  interest  charges  and
operating expenses in 1998 and lower income taxes in 1997.

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 1998 and 1997 are as follows:

                                             Increase/(Decrease)
              Description                     1998        1997
                                               (In Millions)
                                                                
Base revenues                                 ($7.0)      ($8.1)
Rate riders                                  (106.0)       15.4
Fuel cost recovery                            (21.8)       10.3
Sales volume/weather                           55.8         5.9
Other revenue (including unbilled)             11.4       (24.2)
Sales for resale                              (39.4)      (27.0)
                                            -------      ------
Total                                       ($107.0)     ($27.7)
                                            =======      ======

Rate rider revenue

     Rate rider revenues do not affect net income because specific incurred
expenses offset them.

     In 1998, rate rider revenues decreased primarily due to the decline in
the  Grand Gulf 1 cost recovery rate rider revenues.  This decline reflects
scheduled reductions in the phase-in plan, which was completed in  November
1998, and reductions required by the settlement agreement with the APSC.

      In 1997, rate rider revenues increased as a result of increased Grand
Gulf  1 rate rider revenues as a result of warmer weather during the second
half of the year.

      The settlement agreement with the APSC is discussed in more detail in
Note 2 to the financial statements.

Fuel cost recovery revenues

     Fuel cost recovery revenues do not affect net income because they  are
an increase to revenues that are offset by specific incurred fuel costs.

      In  1998,  fuel  cost recovery revenues decreased due to  unfavorable
pricing  resulting from a change to a fixed fuel factor  in  January  1998,
partially offset by an increase in generation.

      In  1997, fuel cost recovery revenues increased primarily  due  to  a
change in fuel mix as a result of favorable pricing.


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


Sales volume/weather

      In  1998, sales volume increased as a result of significantly  warmer
weather as compared to 1997.

Other revenue

      In 1998, other revenue, primarily unbilled, increased as a result  of
significantly warmer weather as compared to 1997.

     In 1997, other revenue, primarily unbilled, decreased due to:
     
     o the volume difference in the unbilled beginning of year amount; and
     o the $10.6 million impact of a rate reduction implemented in 1997
       related to the transition to competition filing with the APSC.
     
Sales for resale

      In  1998,  sales for resale decreased primarily due to a decrease  in
sales  to  associated companies as a result of reduced  generation  due  to
outages  at  both ANO1 and ANO2 and restricted generation due to disruption
in  coal  deliveries during the second quarter of 1998.  This decrease  was
partially offset by an increase in sales to non-associated companies  as  a
result of short-term contracts with certain wholesale customers.

     In 1997, sales for resale decreased as a result of a decrease in sales
to   associated   companies,  primarily  due  to  changes   in   generation
requirements and availability among the domestic utility companies.

Expenses

Fuel and purchased power expenses

      In  1998, fuel expenses decreased primarily due to the impact of  the
under-recovered  deferred  fuel cost in excess of  the  fixed  fuel  factor
implemented in January 1998, billed to retail customers.

      In  1997, fuel and purchased power expenses decreased primarily as  a
result of significantly lower prices.

Other regulatory charges

      In 1998, other regulatory charges increased as a result of additional
accruals made in 1998 for the transition cost account, partially offset  by
a small over-recovery of Grand Gulf 1 related costs and the reversal of the
1997 write-off of previously deferred radioactive waste facility costs.

     In 1997, other regulatory charges increased as a result of:

     o the recognition of additional regulatory liabilities related to the
       APSC settlement agreement; and
     o the write-off of previously deferred radioactive waste facility costs.

     The settlement agreement with the APSC and the transition cost account
are discussed more thoroughly in Note 2 to the financial statements.



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

Amortization of rate deferrals

     In 1998, the amortization of Grand Gulf 1 rate deferrals decreased due
a decrease in the amortization prescribed in the Grand Gulf 1 rate phase-in
plan, which was completed in November 1998.

     In 1997, the amortization of Grand Gulf 1 rate deferrals increased due
to  an  increase in the amortization prescribed in the Grand  Gulf  1  rate
phase-in plan.

Other

Other income

      Other  income decreased in 1998 and 1997 due to reduced Grand Gulf  1
carrying  charges as a result of a decline in the deferral  balance,  which
does not impact net income.

Interest charges

      Interest charges decreased in 1998 and 1997 due to the retirement  of
certain long-term debt.

Income taxes

      The  effective  income tax rates for 1998, 1997, and 1996  were  39%,
31.6% and 34.9%, respectively.

      The effective income tax rate increased in 1998 primarily due to  the
reversal of previously recorded AFUDC amounts included in depreciation.

      The effective income tax rate decreased in 1997 primarily due to  the
impact  of  recording the tax benefit of Entergy Corporation's expenses  as
prescribed by the tax allocation agreement.
                                     

<PAGE>       

<TABLE>
<CAPTION>
                        ENTERGY ARKANSAS, INC.
                         STATEMENTS OF INCOME
                                                                   
                                                            For the Years Ended December 31,
                                                            1998         1997           1996
                                                                     (In Thousands)
                                                                                               
<S>                                                       <C>          <C>           <C>
Operating Revenues                                        $1,608,698   $1,715,714    $1,743,433
                                                          ----------   ----------    ----------
                                                                                               
Operating Expenses:                                                                            
  Operation and maintenance:                                                                   
     Fuel and fuel-related expenses                          204,318      254,703       257,008
     Purchased power                                         419,947      419,128       432,825
     Nuclear refueling outage expenses                        32,046       27,969        29,365
     Other operation and maintenance                         358,006      360,860       358,789
  Depreciation, amortization, and decommissioning            181,436      166,652       167,878
  Taxes other than income taxes                               37,223       36,700        37,688
  Other regulatory charges                                    45,658       29,686        18,096
  Amortization of rate deferrals                              75,249      153,141       131,634
                                                          ----------   ----------    ----------
        Total                                              1,353,883    1,448,839     1,433,283
                                                          ----------   ----------    ----------
                                                                                               
Operating Income                                             254,815      266,875       310,150
                                                          ----------   ----------    ----------
                                                                                               
Other Income:                                                                                  
  Allowance for equity funds used                                                              
   during construction                                         5,921        3,563         3,886
  Miscellaneous - net                                         14,069       18,663        32,591
                                                          ----------   ----------    ----------
        Total                                                 19,990       22,226        36,477
                                                          ----------   ----------    ----------
                                                                                               
Interest Charges:                                                                              
  Interest on long-term debt                                  86,772       95,122        98,531
  Other interest - net                                         4,813        3,943         6,257
  Distributions on preferred securities of subsidiary          5,100        5,100         1,927
  Allowance for borrowed funds used                                                            
   during construction                                        (4,205)      (2,261)       (2,330)
                                                          ----------   ----------    ----------
        Total                                                 92,480      101,904       104,385
                                                          ----------   ----------    ----------
                                                                                               
Income Before Income Taxes                                   182,325      187,197       242,242
                                                                                               
Income Taxes                                                  71,374       59,220        84,444
                                                          ----------   ----------    ----------
                                                                                               
Net Income                                                   110,951      127,977       157,798
                                                                                               
Preferred Dividend Requirements and Other                     10,201       10,988        16,110
                                                          ----------   ----------    ----------
                                                                                               
Earnings Applicable to Common Stock                         $100,750     $116,989      $141,688
                                                          ==========   ==========    ==========
See Notes to Financial Statements.                                                             
                                                                       
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY ARKANSAS, INC.                 
                       STATEMENTS OF CASH FLOWS
                                                          
                                                            For the Years Ended December 31,
                                                             1998         1997         1996
                                                                      (In Thousands)
<S>                                                         <C>          <C>          <C>
Operating Activities:                                                                    
  Net income                                                $110,951     $127,977     $157,798
  Noncash items included in net income:                                                       
    Amortization of rate deferrals                            75,249      153,141      131,634
    Other regulatory charges                                  45,658       29,686       18,096
    Depreciation, amortization, and decommissioning          181,436      166,652      167,878
    Deferred income taxes and investment tax credits         (12,293)     (77,814)     (46,026)
    Allowance for equity funds used during construction       (5,921)      (3,563)      (3,886)
  Changes in working capital:                                                                 
    Receivables                                               35,398        9,099       (4,292)
    Fuel inventory                                             8,317       29,150          137
    Accounts payable                                          (7,911)     (25,451)      (1,112)
    Taxes accrued                                             (8,742)      23,133       14,035
    Interest accrued                                          (3,541)       1,201       (2,615)
    Deferred fuel costs                                      (57,435)      (9,289)     (10,882)
    Other working capital accounts                            (7,050)        (931)       3,353
  Decommissioning trust contributions and realized                                            
   change in trust assets                                    (25,929)     (24,956)     (30,474)
  Provision for estimated losses and reserves                  2,032        9,594        4,125
  Other                                                       26,897       26,111      (21,191)
                                                            --------     --------     --------
    Net cash flow provided by operating activities           357,116      433,740      376,578
                                                            --------     --------     --------
                                                                                               
Investing Activities:                                                                         
  Construction expenditures                                 (190,459)    (140,913)    (145,529)
    Allowance for equity funds used during construction        5,921        3,563        3,886
  Nuclear fuel purchases                                     (45,845)     (59,104)     (26,084)
  Proceeds from sale/leaseback of nuclear fuel                42,055       59,065       25,451
                                                            --------     --------     --------
    Net cash flow used in investing activities              (188,328)    (137,389)    (142,276)
                                                            --------     --------     --------
                                                                                              
Financing Activities:                                                                         
  Proceeds from issuance of:                                                                  
     First mortgage bonds                                          -       84,064       84,256
     Other long-term debt                                          -       45,500            -
     Preferred securities of subsidiary trust                      -            -       58,168
  Retirement of:                                                                              
     First mortgage bonds                                   (105,774)    (117,587)    (112,807)
     Other long-term debt                                    (45,650)           -       (1,700)
  Redemption of preferred stock                               (9,000)      (9,000)     (69,624)
  Dividends paid:                                                                             
    Common stock                                             (92,600)    (128,600)    (142,800)
    Preferred stock                                          (10,407)     (11,194)     (17,736)
                                                            --------     --------     --------
    Net cash flow used in financing activities              (263,431)    (136,817)    (202,243)
                                                            --------     --------     --------
                                                                                              
Net increase (decrease) in cash and cash equivalents         (94,643)     159,534       32,059
                                                                                              
Cash and cash equivalents at beginning of period             203,391       43,857       11,798
                                                            --------     --------     --------
Cash and cash equivalents at end of period                  $108,748     $203,391      $43,857
                                                            ========     ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    
  Cash paid during the period for:                                                            
    Interest - net of amount capitalized                     $95,050     $ 98,013     $104,651
    Income taxes                                             $91,407     $111,394     $110,211
  Noncash investing and financing activities:                                                 
    Capital lease obligations incurred                             -            -      $16,358
    Acquisition of nuclear fuel                                    -            -      $27,500
    Change in unrealized appreciation of                                                      
     decommissioning trust assets                            $26,782      $22,343       $5,968
                                                                                              
See Notes to Financial Statements.                                                            
       
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
       
                        ENTERGY ARKANSAS, INC.
                           BALANCE SHEETS
                               ASSETS
                                                      
                                                                      December 31,
                                                                1998             1997
                                                                    (In Thousands)
<S>                                                         <C>             <C> 
Current Assets:                                                                       
  Cash and cash equivalents:                                                          
    Cash                                                        $9,814          $6,076
    Temporary cash investments - at cost,                                             
      which approximates market:                                                      
        Associated companies                                    15,643          41,389
        Other                                                   83,291         110,877
    Special deposits                                                 -          45,049
                                                            ----------      ----------
           Total cash and cash equivalents                     108,748         203,391
  Accounts receivable:                                                                
    Customer (less allowance for doubtful accounts                                    
     of  $1.8 million in 1998 and 1997)                         70,481          71,910
    Associated companies                                        34,502          46,166
    Other                                                        4,510          10,282
    Accrued unbilled revenues                                   73,083          89,616
  Fuel inventory - at average cost                              19,852          28,169
  Materials and supplies - at average cost                      89,033          79,692
  Deferred fuel cost                                            41,191               -
  Rate deferrals                                                     -          75,249
  Deferred nuclear refueling outage costs                       17,787          24,335
  Prepayments and other                                          5,557           8,647
                                                            ----------      ----------
           Total                                               464,744         637,457
                                                            ----------      ----------
                                                                                      
Other Property and Investments:                                                       
  Investment in subsidiary companies - at equity                11,213          11,213
  Decommissioning trust fund                                   303,286         250,573
  Other - at cost (less accumulated depreciation)                5,070           4,939
                                                            ----------      ----------
           Total                                               319,569         266,725
                                                            ----------      ----------
                                                                                      
Utility Plant:                                                                        
  Electric                                                   4,731,699       4,650,065
  Property under capital leases                                 49,415          53,843
  Construction work in progress                                201,853         123,087
  Nuclear fuel under capital lease                              95,589          92,621
                                                            ----------      ----------
           Total                                             5,078,556       4,919,616
  Less - accumulated depreciation and amortization           2,275,170       2,116,826
                                                            ----------      ----------
           Utility plant - net                               2,803,386       2,802,790
                                                            ----------      ----------
                                                                                      
Deferred Debits and Other Assets:                                                     
  Regulatory assets:                                                                  
    SFAS 109 regulatory asset - net                            248,275         252,712
    Unamortized loss on reacquired debt                         51,747          53,780
    Other regulatory assets                                     96,927          79,461
  Other                                                         22,003          13,952
                                                            ----------      ----------
           Total                                               418,952         399,905
                                                            ----------      ----------
                                                                                      
           TOTAL                                            $4,006,651      $4,106,877
                                                            ==========      ==========
See Notes to Financial Statements.                                                    
       
</TABLE>
       

<PAGE>

<TABLE>
<CAPTION>
       
                          ENTERGY ARKANSAS, INC.
                              BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                                                      
                                                                      December 31,
                                                                  1998             1997
                                                                      (In Thousands)
<S>                                                            <C>             <C>
Current Liabilities:                                                                     
  Currently maturing long-term debt                                $1,094         $60,650
  Notes payable                                                       667             667
  Accounts payable:                                                         
    Associated companies                                           47,963          59,438
    Other                                                          79,969          76,405
  Customer deposits                                                25,196          23,437
  Taxes accrued                                                    68,585          77,327
  Accumulated deferred income taxes                                23,137          32,239
  Interest accrued                                                 25,285          28,826
  Co-owner advances                                                 4,073           7,666
  Deferred fuel cost                                                    -          16,244
  Obligations under capital leases                                 64,068          62,623
  Other                                                            16,183          21,696
                                                               ----------      ----------
           Total                                                  356,220         467,218
                                                               ----------      ----------
                                                                                         
Deferred Credits and Other Liabilities:                                                  
  Accumulated deferred income taxes                               757,596         759,489
  Accumulated deferred investment tax credits                      98,768         103,899
  Obligations under capital leases                                 80,936          83,841
  Other                                                           264,010         169,884
                                                               ----------      ----------
           Total                                                1,201,310       1,117,113
                                                               ----------      ----------
                                                                                         
Long-term debt                                                  1,172,285       1,244,860
Preferred stock with sinking fund                                  22,027          31,027
Company-obligated mandatorily redeemable                                                 
  preferred securities of subsidiary trust holding                                       
  solely junior subordinated deferrable debentures                 60,000          60,000
                                                                                         
Shareholders' Equity:                                                                    
  Preferred stock without sinking fund                            116,350         116,350
  Common stock, $0.01 par value, authorized                                              
    325,000,000 shares; issued and outstanding                                           
    46,980,196 shares                                                 470             470
  Additional Paid-in capital                                      590,134         590,134
  Retained earnings                                               487,855         479,705
                                                               ----------      ----------
           Total                                                1,194,809       1,186,659
                                                               ----------      ----------
                                                                                         
Commitments and Contingencies (Notes 2, 9 and 10)                                        
                                                                                         
           TOTAL                                               $4,006,651      $4,106,877
                                                               ==========      ==========
See Notes to Financial Statements.                                                       

</TABLE>


<PAGE>
                            ENTERGY ARKANSAS, INC.
                        STATEMENTS OF RETAINED EARNINGS
                                                            
                                             For the Years Ended December 31,
                                               1998      1997        1996
                                                    (In Thousands)
                                                                          
Retained Earnings, January 1                 $479,705  $491,316   $492,386
                                                                          
  Add:                                                                    
    Net income                                110,951   127,977    157,798
    Increase in investment in subsidiary            -         -         42
                                             --------  --------   --------
        Total                                 110,951   127,977    157,840
                                             --------  --------   --------
                                                                          
  Deduct:                                                                 
    Dividends declared:                                                   
      Preferred stock                          10,201    10,988     16,110
      Common stock                             92,600   128,600    142,800
                                             --------  --------   --------
        Total                                 102,801   139,588    158,910
                                             --------  --------   --------
                                                                          
Retained Earnings, December 31 (Note 8)      $487,855  $479,705   $491,316
                                             ========  ========   ========
                                                                            
See Notes to Financial Statements.                                        
                   
                   

<PAGE>

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


                               1998         1997        1996       1995            1994
                                         (In Thousands)
<S>                         <C>          <C>         <C>         <C>            <C>
Operating revenues          $1,608,698   $1,715,714  $1,743,433  $1,648,233     $1,590,742
Net income                  $  110,951   $  127,977  $  157,798  $  136,665(2)  $  142,263
Total assets                $4,006,651   $4,106,877  $4,153,817  $4,204,415     $4,292,215
Long-term obligations (1)   $1,335,248   $1,419,728  $1,439,355  $1,423,804     $1,446,940
                                                              
</TABLE>


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

(2)  Represents   income   before   cumulative   effect   of
     accounting changes.


<TABLE>
<CAPTION>
                                   1998         1997          1996        1995          1994
                                                   (Dollars In Thousands)
<S>                            <C>          <C>           <C>          <C>          <C>
Electric Operating Revenues:                                                                
   Residential                   $562,325     $551,821      $546,100     $542,862     $506,160
   Commercial                     288,816      332,715       323,328      318,475      307,296
   Industrial                     330,016      372,083       364,943      362,854      338,988
   Governmental                    14,640       18,200        16,989       17,084       16,698
                               ---------------------------------------------------------------
     Total retail               1,195,797    1,274,819     1,251,360    1,241,275    1,169,142
   Sales for resale:                                                                 
     Associated companies         149,603      213,845       248,211      178,885      212,314
     Non-associated companies     240,090      215,249       207,887      195,844      182,920
   Other                           23,208       11,801        35,975       32,229       26,366
                               ---------------------------------------------------------------
     Total                     $1,608,698   $1,715,714    $1,743,433   $1,648,233   $1,590,742
                               ===============================================================
Billed Electric Energy                                                                      
 Sales (GWH):                                                                                   
   Residential                      6,613        5,988         6,023        5,868        5,522
   Commercial                       4,773        4,445         4,390        4,267        4,147
   Industrial                       6,837        6,647         6,487        6,314        5,941
   Governmental                       233          239           234          243          231
                               ---------------------------------------------------------------
     Total retail                  18,456       17,319        17,134       16,692       15,841
   Sales for resale:                                                                            
     Associated companies           6,500        9,557        10,471        8,386       10,591
     Non-associated companies       5,948        6,828         6,720        5,066        4,906
                               ---------------------------------------------------------------
     Total                         30,904       33,704        34,325       30,144       31,338
                               ===============================================================


</TABLE>


<PAGE>

                     REPORT OF INDEPENDENT ACCOUNTANTS


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


In  our opinion, the accompanying balance sheets and the related statements
of income  (loss),  of retained earnings, and of cash flows present fairly, 
in  all  material  respects, the financial position of Entergy Gulf States, 
Inc. at  December 31, 1998 and 1997, and the results of its operations  and
its cash flows for each of the three years in the period ended December 31,
1998,  in conformity with generally accepted accounting principles.   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 of  these  statements  in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used  and
significant  estimates  made  by management,  and  evaluating  the  overall
financial  statement  presentation. We believe that our  audits  provide  a
reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP


New Orleans, Louisiana
February 18, 1999




<PAGE>

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

Net Income

      Net  income  in  1998  as compared to 1997 would  have  increased  by
approximately  19%,  excluding  the special  items  listed  below,  due  to
decreased  operating expenses, partially offset by increased income  taxes.
Net  income  in 1997 as compared to 1996 would have increased approximately
5%,  excluding  the  items  listed below, due to an  increase  in  electric
operating revenues.

                                         1998        1997        1996
                                                (In Millions)
                                                                   
Net income (loss)                      $    46.4     $  60.0    $  (3.9)
                                                                        
Rate reserves (a)                         (129.0)     (227.0)         -
Cajun Settlement (b)                           -       146.6          -
Radioactive waste facility write-offs          -       (7.4)          -
River Bend rate deferrals write-off            -           -     (174.0)
River Bend litigation accrual reversal         -           -       30.0
                                       ---------   ---------   -------- 
                                       $   175.4   $   147.8   $  140.1
                                       =========   =========   ========

(a)  The  effects  of  the rate reserves in 1997 are reflected  in  the
     financial  statement  categories of electric revenues  (See  other
     revenues herein), other income and income taxes.

(b)  The  effects of the Cajun Settlement in 1997 are reflected in  the
     financial  statement  categories of electric revenues  (See  other
     revenues  herein), other operation and maintenance expenses, other 
     income and income taxes.

Note: The  items  included  in  the  table  above  are  identified   by
      management based on judgment.  Factors which management considers
      in  identifying  special items include significance, infrequency,
      unusual nature, and effect on cash flow.

Revenues and Sales

Electric operating revenues

     The changes in electric operating revenues for the twelve months ended
December 31, 1998 and 1997 are as follows:

                                           Increase/(Decrease)
             Description                    1998        1997
                                             (In Millions)
                                                              
Base revenues                             ($228.3)    ($103.8)
Fuel cost recovery                            1.6        66.8
Sales volume/weather                         61.2        46.2
Other revenue (including unbilled)         (171.5)      150.0
Sales for resale                             53.1       (23.7)
                                          -------      ------
Total                                     ($283.9)     $135.5
                                          =======      ======


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

      In  1998,  base  revenues decreased due to base rate  reductions  and
reserves  for  refunds  to  Louisiana and Texas retail  customers  totaling
$216.5 million ($129.0 million net of tax).

     In 1997, base revenues decreased primarily due to the following:

     o the reserve for regulatory adjustments;
     o the provision for rate reductions implemented for Louisiana retail
       customers in November 1996 and February 1997;
     o aggressive pricing strategies for targeted customer segments; and
     o a change in the sales mix from residential customers to industrial
       customers.

      The  LPSC and PUCT rate issues and the River Bend plant-related costs
are discussed in Note 2 to the financial statements.

Fuel cost recovery revenues

     Fuel cost recovery revenues do not affect net income because they are
an increase to revenues that are offset by specific incurred fuel costs.
     
     In  1997,  fuel cost recovery revenues increased due to a  PUCT  order
that approved recovery of under-recovered fuel expenses.

Sales volume

      In  1998, sales volume increased due to significantly warmer  weather
and an increase in customer base.

      In 1997, sales volume increased primarily due to an increase in sales
to  industrial  customers, particularly certain cogeneration customers  who
purchased  electricity  from  Entergy  Gulf  States  for  less  than  their
production cost.
                                     
Other revenue

      In  1998,  other  revenue  decreased primarily  due  to  the  revenue
recognized  on the gain on the Cajun Settlement in December  1997  for  the
transfer  of  Cajun's 30% of River Bend, the effect of which was  partially
offset  by  regulatory  reserves recorded  in  1997.   Other  revenue  also
decreased  due  to  unfavorable pricing of unbilled revenues  due  to  rate
reductions.

      In 1997, other revenue increased due to the revenue recognized on the
gain  resulting  from the Cajun Settlement for transfer of Cajun's  30%  of
River  Bend, which totaled $154.5 million ($92.0 million net of tax).   The
effect  of the Cajun Settlement was partially offset by regulatory reserves
recorded  at Entergy Gulf States in 1997 of $70 million ($41.6 million  net
of tax).



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

Sales for resale

      In  1998,  sales  for resale increased primarily  due  to  additional
revenues related to the sale of energy from the 30% interest in River  Bend
transferred  by  the  Cajun bankruptcy trustee to Entergy  Gulf  States  in
December  1997.  Sales for resale also increased due to increased sales  to
non-associated utilities as a result of increased demand.

      In  1997, sales for resale decreased due to decreased sales  to  both
associated and non-associated companies.

Gas and steam operating revenues

     Gas operating revenues decreased in 1998 due to a lower unit price for
gas purchased for resale.

      Gas  operating revenues increased in 1997 due to an increase  in  the
fuel  factor  granted  by  the  LPSC.  This increase  permits  recovery  of
previously deferred gas costs.  A decrease in steam operating revenues  due
to  a  change  in a customer contract in 1997 and an increase  in  customer
requirements in 1996 offset the increase in gas operating revenues.

Expenses

Fuel and purchased power

     In  1998, fuel and purchased power expenses decreased primarily due to
favorable gas and nuclear fuel prices and a shift in the generation mix  as
a  result  of these prices.  Continued under-recovery of deferred  expenses
also contributed to the decrease in fuel expenses.

     In  1997, fuel and purchased power expenses increased due to increased
gas  usage  and increased energy requirements resulting from  higher  sales
volume.
     
Other operation and maintenance expenses

     In  1998,  other  operation and maintenance expenses  increased  as  a
result of the Cajun Settlement in December 1997, pursuant to which the  30%
interest  in  River  Bend  owned  by Cajun was  transferred  by  the  Cajun
bankruptcy  trustee  to  Entergy  Gulf States.   Entergy  Gulf  States  now
includes  100%  of River Bend's operation and maintenance expenses  in  its
operating expenses, as compared to 70% of such expenses for the year  ended
December  31,  1997.  

     In 1997, other operation and maintenance expenses  decreased due to the
Cajun Settlement, which resulted in a reduction of operation and maintenance
expenses  of $72.2  million ($43 million  net  of  tax).  This  decrease was 
partially offset by the $12.4 million ($7.4 million net of tax) write-off of 
radioactive waste facility costs  in December 1997.
                                     
Amortization of rate deferrals

     In  1998,  the  amortization of rate deferrals decreased  due  to  the
completion  in  February of the Louisiana retail phase-in  plan  for  River
Bend.
     
     In  1997,  the amortization of rate deferrals increased based  on  the
LPSC-approved  River Bend phase-in plan. The River Bend  phase-in  plan  is
discussed in Note 2 to the financial statements.



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

Other income

     In 1998, other income increased due to the 1997 reserve and settlement
discussed below.

      In  1997,  other income decreased due to the reserve  for  regulatory
adjustments  of $311 million ($185.4 million net of tax) and the  1996  $50
million  ($30  million net of tax) reversal of reserves  provided  for  the
Cajun litigation.  These decreases were partially offset by interest income
of $19.6 million ($11.6 million net of tax) related to the Cajun Settlement
recorded  in December 1997 and the 1996 $194 million ($174 million  net  of
tax) write-off of River Bend rate deferrals.

Interest charges

      Interest  charges  remained  relatively  unchanged  in  1998.   Total
interest  expense decreased as a result of the retirement,  redemption,  or
refinancing of certain long-term debt in 1997 and 1998.  This decrease  was
offset  by  an increase in other interest due to the interest component  of
the provisions recorded for anticipated rate refunds in Louisiana.

      Interest expense decreased in 1997 due to the retirement of long-term
debt.

Income taxes

      The  effective income tax rates for 1998, 1997, and 1996 were  40.6%,
27.2%, and 104.0%, respectively.

      The  increase in the effective income tax rate in 1998 was due  to  a
decrease  in the flow-through of tax benefits related to operating reserves
and the increased reversal of previously recorded AFUDC amounts included in
depreciation.

      The  decrease in the effective income tax rate in 1997 was due  to  a
decrease  in  regulatory operating reserves, which  received  flow  through
treatment in 1997, and the River Bend SFAS 121 write-down in 1996.

<PAGE>    

<TABLE>
<CAPTION>
                         ENTERGY GULF STATES, INC.
                        STATEMENTS OF INCOME (LOSS)
                                                                    
                                                                 For the Years Ended December 31,
                                                                1998          1997           1996
                                                                          (In Thousands)
<S>                                                          <C>            <C>           <C>
Operating Revenues:                                                                                 
  Electric                                                   $1,777,584     $2,061,511    $1,925,988
  Natural gas                                                    33,058         42,654        34,050
  Steam products                                                 43,167         43,664        59,143
                                                             ----------     ----------    ----------
        Total                                                 1,853,809      2,147,829     2,019,181
                                                             ----------     ----------    ----------
                                                                                                    
Operating Expenses:                                                                                 
  Operation and maintenance:                                                                        
    Fuel, fuel-related expenses, and                                                                
     gas purchased for resale                                   538,388        560,104       520,065
    Purchased power                                             317,684        327,037       295,960
    Nuclear refueling outage expenses                            14,362         10,829         8,660
    Other operation and maintenance                             411,303        316,253       402,719
  Depreciation, amortization, and decommissioning               199,372        214,644       206,070
  Taxes other than income taxes                                 120,782        109,572       102,170
  Other regulatory credits                                       (5,485)       (26,611)      (25,317)
  Amortization of rate deferrals                                 21,749        105,455        96,956
                                                             ----------     ----------    ----------
        Total                                                 1,618,155      1,617,283     1,607,283
                                                             ----------     ----------    ----------
                                                                                                    
Operating Income                                                235,654        530,546       411,898
                                                             ----------     ----------    ----------
                                                                                                    
Other Income (Deductions):                                                                          
  Allowance for equity funds used                                                                   
    during construction                                           2,143          2,211         2,618
  Write-off of River Bend rate deferrals                              -              -      (194,498)
  Miscellaneous - net                                            16,719       (272,135)       69,841
                                                             ----------     ----------    ----------
        Total                                                    18,862       (269,924)     (122,039)
                                                             ----------     ----------    ----------
                                                                                                    
Interest Charges:                                                                                   
  Interest on long-term debt                                    149,767        163,146       181,071
  Other interest - net                                           21,016         10,026        12,819
  Distributions on preferred securities of subsidiary             7,437          6,901             -
  Allowance for borrowed funds used                                                      
    during construction                                          (1,870)        (1,829)       (2,235)
                                                             ----------     ----------    ----------
        Total                                                   176,350        178,244       191,655
                                                             ----------     ----------    ----------
                                                                                                    
Income Before Income Taxes                                       78,166         82,378        98,204
                                                                                                    
Income Taxes                                                     31,773         22,402       102,091
                                                             ----------     ----------    ----------
                                                                                                    
Net Income (Loss)                                                46,393         59,976        (3,887)
                                                                                                    
Preferred and Preference Dividend Requirements and Other         19,011         23,865        28,505
                                                             ----------     ----------    ----------
                                                                                                    
Earnings (Loss) Applicable to Common Stock                      $27,382        $36,111      ($32,392)
                                                             ==========     ==========    ==========
See Notes to Financial Statements.                                                                  
   
</TABLE>
   

<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY GULF STATES, INC.
                        STATEMENTS OF CASH FLOWS
                                                             
                                                                For the Years Ended December 31,
                                                                1998         1997         1996
                                                                        (In Thousands)
<S>                                                            <C>          <C>          <C>
Operating Activities:                                                                            
  Net income (loss)                                             $46,393      $59,976      ($3,887)
  Noncash items included in net income (loss):                                                   
    Write-off of River Bend rate deferrals                            -            -      194,498
    Gain on Cajun Settlement                                          -     (246,022)           -
    Reserve for regulatory adjustments                          130,603      381,285            -
    Amortization of rate deferrals                               21,749      105,455       96,956
    Other regulatory credits                                     (5,485)     (26,611)     (25,317)
    Depreciation, amortization, and decommissioning             199,372      214,644      206,070
    Deferred income taxes and investment tax credits            (29,174)     (52,486)     101,380
    Allowance for equity funds used during construction          (2,143)      (2,211)      (2,618)
  Changes in working capital:                                                                    
    Receivables                                                  43,834      (19,679)       3,691
    Fuel inventory                                                7,426        7,382      (12,868)
    Accounts payable                                             (6,135)      16,999      (26,706)
    Taxes accrued                                                 7,462       12,171       (1,266)
    Interest accrued                                             (2,523)      (4,497)      (7,186)
    Deferred fuel                                                12,861      (46,254)     (68,349)
    Other working capital accounts                               10,963      (11,765)     (70,775)
  Decommissioning trust contributions and realized                                               
    change in trust assets                                      (11,899)      (9,540)      (7,436)
  Provision for estimated losses and reserves                    (8,390)      (5,852)      (1,885)
  Proceeds from settlement of Cajun litigation                        -      102,299            -
  Other                                                            (358)      (8,970)     (51,947)
                                                               --------     --------     --------
    Net cash flow provided by operating activities              414,556      466,324      322,355
                                                               --------     --------     --------
                                                                                                 
Investing Activities:                                                                            
  Construction expenditures                                    (136,960)    (132,566)    (154,993)
  Allowance for equity funds used during construction             2,143        2,211        2,618
  Nuclear fuel purchases                                         (1,977)     (25,522)     (25,124)
  Proceeds from sale/leaseback of nuclear fuel                   15,932       25,522       26,523
                                                               --------     --------     --------
    Net cash flow used in investing activities                 (120,862)    (130,355)    (150,976)
                                                               --------     --------     --------
                                                                                                 
Financing Activities:                                                                            
  Proceeds from the issuance of:                                                                 
    Long-term debt                                               21,600            -          780
    Preferred securities of subsidiary trust                          -       82,323            -
  Retirement of:                                                                                 
    First mortgage bonds                                       (140,000)    (132,240)    (195,417)
    Other long-term debt                                        (72,090)     (50,865)     (50,425)
  Redemption of preferred and preference stock                   (8,481)     (93,367)     (10,179)
  Dividends paid:                                                                                
    Common stock                                               (109,400)     (77,200)           -
    Preferred and preference stock                              (19,055)     (21,862)     (28,336)
                                                               --------     --------     --------
    Net cash flow used in financing activities                 (327,426)    (293,211)    (283,577)
                                                               --------     --------     --------
                                                                                                 
Net increase (decrease) in cash and cash equivalents            (33,732)      42,758     (112,198)
                                                                                                 
Cash and cash equivalents at beginning of period                165,164      122,406      234,604
                                                               --------     --------     --------
Cash and cash equivalents at end of period                     $131,432     $165,164     $122,406
                                                               ========     ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                
  Cash paid during the period for:                                                               
    Interest - net of amount capitalized                       $173,599     $176,372     $192,196
    Income taxes                                                $46,620      $50,477         $285
  Noncash investing and financing activities:                                                    
    Change in unrealized appreciation of                                                         
      decommissioning trust assets                              $10,410       $3,939       $1,604
  Net assets acquired from Cajun settlement                           -     $319,056            -
                                                                                                 
See Notes to Financial Statements.                                                               
      
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
      
                         ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                                 ASSETS
                                                                                 
                                                                     December 31,
                                                                1998           1997
                                                                    (In Thousands)
<S>                                                            <C>            <C>
Current Assets:                                                                        
  Cash and cash equivalents:                                                           
    Cash                                                         $11,629        $10,549
    Temporary cash investments - at cost,                                              
      which approximates market:                                                       
        Associated companies                                      15,696         37,389
        Other                                                    104,107        117,226
                                                              ----------     ----------
           Total cash and cash equivalents                       131,432        165,164
  Accounts receivable:                                                                 
    Customer (less allowance for doubtful accounts                                     
     of $1.7 million in 1998 and $1.8 million in 1997)            77,226         99,762
    Associated companies                                           7,554          9,024
    Other                                                         28,265         32,837
    Accrued unbilled revenues                                     59,569         74,825
  Deferred fuel costs                                            132,896        145,757
  Accumulated deferred income taxes                               26,940         22,093
  Fuel inventory - at average cost                                30,201         37,627
  Materials and supplies - at average cost                       108,346        104,690
  Rate deferrals                                                   9,077         21,749
  Prepayments and other                                           20,495         21,680
                                                              ----------     ----------
           Total                                                 632,001        735,208
                                                              ----------     ----------
                                                                                       
Other Property and Investments:                                                        
  Decommissioning trust fund                                     209,771        187,462
  Other - at cost (less accumulated depreciation)                177,698        176,953
                                                              ----------     ----------
           Total                                                 387,469        364,415
                                                              ----------     ----------
                                                                                       
Utility Plant:                                                                         
  Electric                                                     7,250,789      7,168,668
  Natural Gas                                                     51,053         47,656
  Steam products                                                  80,538         82,289
  Property under capital leases                                   54,427         67,946
  Construction work in progress                                  105,085         90,333
  Nuclear fuel under capital lease                                46,572         54,390
  Nuclear fuel                                                         -         23,051
                                                              ----------     ----------
           Total                                               7,588,464      7,534,333
  Less - accumulated depreciation and amortization             3,141,483      2,996,147
                                                              ----------     ----------
           Utility plant - net                                 4,446,981      4,538,186
                                                              ----------     ----------
                                                                                       
Deferred Debits and Other Assets:                                                      
  Regulatory assets:                                                                   
    Rate deferrals                                                89,333         98,410
    SFAS 109 regulatory asset - net                              376,406        376,275
    Unamortized loss on reacquired debt                           42,879         48,417
    Other regulatory assets                                       85,730         86,819
    Long-term receivables                                         34,617         36,984
  Other                                                          221,085        203,923
                                                              ----------     ----------
           Total                                                 850,050        850,828
                                                              ----------     ----------
                                                                                       
           TOTAL                                              $6,316,501     $6,488,637
                                                              ==========     ==========
See Notes to Financial Statements.                                                     
</TABLE>
                                                            

<PAGE>

<TABLE>
<CAPTION>
                                                            
                        ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                                                      
                                                                December 31,
                                                           1998           1997
                                                               (In Thousands)
<S>                                                      <C>            <C>
Current Liabilities:                                                              
  Currently maturing long-term debt                         $71,515       $190,890
  Accounts payable:                                                               
    Associated companies                                     60,932         48,726
    Other                                                    91,103        109,444
  Customer deposits                                          31,462         30,311
  Taxes accrued                                              55,780         48,318
  Interest accrued                                           42,631         45,154
  Nuclear refueling reserve                                  16,991          3,386
  Obligations under capital leases                           34,343         30,280
  Other                                                      16,324         17,646
                                                         ----------     ----------
           Total                                            421,081        524,155
                                                         ----------     ----------
                                                                                  
Deferred Credits and Other Liabilities:                                           
  Accumulated deferred income taxes                       1,113,831      1,124,644
  Accumulated deferred investment tax credits               209,477        215,438
  Obligations under capital leases                           66,656         92,055
  Deferred River Bend finance charges                        13,127          9,330
  Regulatory reserves                                       511,888        381,285
  Other                                                     533,007        532,794
                                                         ----------     ----------
           Total                                          2,447,986      2,355,546
                                                         ----------     ----------
                                                                                  
Long-term debt                                            1,631,658      1,702,719
Preferred stock with sinking fund                            60,497         68,978
Preference stock                                            150,000        150,000
Company - obligated mandatorily redeemable                                        
    preferred securities of subsidiary trust holding                              
    solely junior subordinated deferrable debentures         85,000         85,000
                                                                                  
                                                                                  
Shareholders' Equity:                                                             
  Preferred stock without sinking fund                       51,444         51,444
  Common stock, no par value, authorized                                          
    200,000,000 shares; issued and outstanding                                    
    100 shares                                              114,055        114,055
  Additional paid-in capital                              1,152,575      1,152,575
  Retained earnings                                         202,205        284,165
                                                         ----------     ----------
           Total                                          1,520,279      1,602,239
                                                         ----------     ----------
                                                                                  
Commitments and Contingencies (Notes 2, 9 and 10)                                 
                                                                                  
           TOTAL                                         $6,316,501     $6,488,637
                                                         ==========     ==========
See Notes to Financial Statements.                                                
      
</TABLE>
      

<PAGE>
                        
                        ENTERGY GULF STATES, INC.
                     STATEMENTS OF RETAINED EARNINGS
                                                            
                                             For the Years Ended December 31,
                                               1998       1997        1996
                                                     (In Thousands)
                                                                            
Retained Earnings, January 1                 $284,165   $325,312    $357,704
                                                                            
  Add:                                                                      
    Net income (loss)                          46,393     59,976      (3,887)
                                                                            
  Deduct:                                                                   
    Dividends declared:                                                     
     Preferred and preference stock            19,011     21,862      28,336
     Common stock                             109,400     77,200           -
    Preferred and preference stock                                          
      redemption and other                        (58)     2,061         169
                                             --------   --------    --------
        Total                                 128,353    101,123      28,505
                                             --------   --------    --------
                                                                            
Retained Earnings, December 31 (Note 8)      $202,205   $284,165    $325,312
                                             ========   ========    ========

See Notes to Financial Statements.                                          


<PAGE>

<TABLE>
<CAPTION>
            ENTERGY GULF STATES, INC. AND SUBSIDIARIES
                              
           SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

                               1998        1997        1996         1995       1994
                                                   (In Thousands)
<S>                         <C>         <C>         <C>          <C>         <C>
Operating revenues          $1,853,809  $2,147,829  $2,019,181   $1,861,974  $1,797,365
Net income (loss)           $   46,393  $   59,976  $   (3,887)  $  122,919  $  (82,755)
Total assets                $6,316,501  $6,488,637  $6,421,179   $6,861,058  $6,843,461
Long-term obligations (1)   $1,993,811  $2,098,752  $2,226,329   $2,521,203  $2,689,042
</TABLE>


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

<TABLE>
<CAPTION>

                                   1998          1997         1996         1995         1994
                                                     (Dollars In Thousands)
<S>                              <C>          <C>          <C>           <C>           <C>
Electric Operating Revenues:                                                                   
   Residential                     $605,759     $624,862     $612,398      $573,566      $569,997
   Commercial                       422,944      452,724      444,133       412,601       414,929
   Industrial                       704,393      740,418      685,178       604,688       626,047
   Governmental                      35,930       33,774       31,023        25,042        25,242
                                 ----------------------------------------------------------------
     Total retail                 1,769,026    1,851,778    1,772,732     1,615,897     1,636,215
   Sales for resale:                                                                    
     Associated companies            14,172       14,260       20,783        62,431        45,263
     Non-associated companies       112,182       59,015       76,173        67,103        52,967
   Other (1)                       (117,796)     136,458       56,300        43,533       (15,244)
                                 ----------------------------------------------------------------
     Total                       $1,777,584   $2,061,511   $1,925,988    $1,788,964    $1,719,201
                                 ================================================================
Billed Electric Energy                                                                         
 Sales (GWH):                                                                                      
   Residential                        8,903        8,178        8,035         7,699         7,351
   Commercial                         6,975        6,575        6,417         6,219         6,089
   Industrial                        18,158       18,038       16,661        15,393        15,026
   Governmental                         560          481          438           311           297
                                 ----------------------------------------------------------------
     Total retail                    34,596       33,272       31,551        29,622        28,763
   Sales for resale:                                                                    
     Associated companies             1,091          414          656         2,935         1,866
     Non-associated companies         2,990        1,503        2,148         2,212         1,650
                                 ----------------------------------------------------------------
     Total Electric Department       38,677       35,189       34,355        34,769        32,279
                                 ================================================================


(1)  1998 and 1994 include the effects of an Entergy Gulf
     States reserve for rate refund.

</TABLE>


<PAGE>

                     REPORT OF INDEPENDENT ACCOUNTANTS


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


In  our opinion, the accompanying balance sheets and the related statements
of  income, of retained earnings, and of cash flows present fairly,  in all
material  respects,  the financial position of Entergy Louisiana,  Inc.  at
December 31, 1998 and 1997, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.  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 of these statements in accordance
with  generally accepted auditing standards which 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, assessing the accounting principles used  and
significant  estimates  made  by management,  and  evaluating  the  overall
financial  statement  presentation. We believe that our  audits  provide  a
reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP


New Orleans, Louisiana
February 18, 1999





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


Net Income

      Net income increased in 1998 primarily due to a decrease in operating
expenses, partially offset by a decrease in electric operating revenues and
higher income taxes.

      Net  income decreased in 1997 primarily due to a decrease in electric
operating  revenues  and  an  increase in other operation  and  maintenance
expenses, partially offset by lower income taxes.

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 1998 and 1997 are as follows:

                                          Increase/(Decrease)
            Description                   1998         1997
                                             (In Millions)
                                                               
Base revenues                              ($35.0)      ($26.9)
Fuel cost recovery                          (95.4)        29.7
Sales volume/weather                         30.8        (23.8)
Other revenue (including unbilled)           (3.2)           -
Sales for resale                             10.4         (4.6)
                                           ------       ------
Total                                      ($92.4)      ($25.6)
                                           ======       ======

Base revenues

     Base  revenues decreased in 1998 and 1997 due to base rate  reductions
that became effective in the latter parts of 1996 and 1997 and early 1998.
     
Fuel cost recovery revenues
     
     Fuel cost recovery revenues do not affect net income because they  are
an increase to revenues that are offset by specific incurred fuel costs.
     
     In  1998,  fuel cost recovery revenues decreased due to lower  pricing
resulting in a change in generation mix.
     
     In  1997,  fuel  cost  recovery revenues  increased  due  to  shifting
generation  requirements as a result of the extended Waterford 3  refueling
outage.
     
Sales volume/weather
     
     Sales  volume increased in 1998 primarily due to significantly  warmer
weather.  The increase in sales volume was partially offset by the loss  of
a  large  industrial customer as well as substantially lower sales  to  two
other large industrial customers.
     


<PAGE>
                         ENTERGY LOUISIANA, INC.
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                         RESULTS OF OPERATIONS
     
     
     Sales  volume decreased in 1997 because of milder weather  during  the
first half of 1997 and the loss of a large industrial customer, as well  as
substantially lower sales to another large industrial customer in 1997  due
to customer cogeneration.
     
Sales for resale
     
     Sales for resale increased in 1998 as a result of an increase in sales
to   associated   companies,  primarily  due  to  changes   in   generation
requirements and availability among the domestic utility companies.
                                     
Expenses

Fuel and purchased power expenses

     In 1998, fuel and purchased power expenses decreased due to:

     o lower gas prices;
     o a shift in mix to nuclear fuel; and
     o shifting generation requirements in 1997 as a result of the extended
       refueling outage at the Waterford 3 nuclear plant.

      In 1997, fuel and purchased power expenses increased primarily due to
shifting  generation  requirements resulting from  the  extended  refueling
outage  at  the Waterford 3 nuclear plant, partially offset by  lower  fuel
prices.

Other operation and maintenance expenses

      Other  operation  and  maintenance expenses  decreased  in  1998  and
increased in 1997, primarily due to the following:

     o non-refueling outage related contract work at Waterford 3 during 1997;
     o maintenance performed at Waterford 3 in 1997;
     o the write-off of previously deferred radioactive waste facility costs
       in 1997; and
     o expenses related to fire damage sustained at the Little Gypsy fossil
       plant in September 1997.
  
Other

Income taxes

      The  effective income tax rates for 1998, 1997, and 1996 were  37.8%,
41.1%, and 38.3% respectively.

      The  effective  income tax rate decreased in 1998  primarily  due  to
accelerated  tax depreciation deductions reflecting a shorter tax  life  on
certain assets.

     The  effective  income  tax rate increased in 1997  primarily  due  to
decreased   amortization  of  deferred  income  taxes  on  property   fully
depreciated for income tax purposes.


<PAGE>     

<TABLE>
<CAPTION>
                        ENTERGY LOUISIANA, INC.
                          STATEMENTS OF INCOME
                                                               
                                                            For the Years Ended December 31,
                                                            1998           1997         1996
                                                                      (In Thousands)
<S>                                                       <C>           <C>          <C>  
Operating Revenues                                        $1,710,908    $1,803,272   $1,828,867
                                                          ----------    ----------   ----------
Operating Expenses:                                                                            
  Operation and maintenance:                                                                   
     Fuel and fuel-related expenses                          383,413       429,823      419,331
     Purchased power                                         372,763       413,532      403,322
     Nuclear refueling outage expenses                        21,740        18,634       15,885
     Other operation and maintenance                         289,522       318,856      297,667
  Depreciation, amortization, and decommissioning            171,723       172,035      167,779
  Taxes other than income taxes                               70,621        71,558       72,329
  Other regulatory charges (credits)                          (1,755)        5,505       (3,752)
  Amortization of rate deferrals                                   -         5,749       19,860
                                                          ----------    ----------   ----------
        Total                                              1,308,027     1,435,692    1,392,421
                                                          ----------    ----------   ----------
                                                                                               
Operating Income                                             402,881       367,580      436,446
                                                          ----------    ----------   ----------
                                                                                               
Other Income (Deductions):                                                                     
  Allowance for equity funds used                                                              
   during construction                                         1,887         1,149          862
  Miscellaneous - net                                          4,984          (517)       2,933
                                                          ----------    ----------   ----------
        Total                                                  6,871           632        3,795
                                                          ----------    ----------   ----------
                                                                                               
Interest Charges:                                                                              
  Interest on long-term debt                                 109,463       116,715      122,604
  Other interest - net                                         7,127         5,885        6,938
  Distributions on preferred securities of subsidiary          6,300         6,300        2,870
  Allowance for borrowed funds used                                                            
   during construction                                        (1,729)       (1,410)      (1,493)
                                                          ----------    ----------   ----------
        Total                                                121,161       127,490      130,919
                                                          ----------    ----------   ----------
                                                                                               
Income Before Income Taxes                                   288,591       240,722      309,322
                                                                                               
Income Taxes                                                 109,104        98,965      118,560
                                                          ----------    ----------   ----------
                                                                                               
Net Income                                                   179,487       141,757      190,762
                                                                                               
Preferred Dividend Requirements and Other                     13,014        13,355       19,947
                                                          ----------    ----------   ----------
                                                                                               
Earnings Applicable to Common Stock                         $166,473      $128,402     $170,815
                                                          ==========    ==========   ==========
                                                                                               
See Notes to Financial Statements.                                                             
     
</TABLE>
     

<PAGE>

<TABLE>
<CAPTION>
                            ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS
                                                                 
                                                                For the Years Ended December 31,
                                                                1998         1997         1996
                                                                        (In Thousands)
<S>                                                            <C>          <C>          <C>
Operating Activities:                                                                            
  Net income                                                   $179,487     $141,757     $190,762
  Noncash items included in net income:                                                          
    Amortization of rate deferrals                                    -        5,749       19,860
    Other regulatory charges (credits)                           (1,755)       5,505       (3,752)
    Depreciation, amortization, and decommissioning             171,723      172,035      167,779
    Deferred income taxes and investment tax credits             26,910      (15,456)      18,809
    Allowance for equity funds used during construction          (1,887)      (1,149)        (862)
  Changes in working capital:                                                                    
    Receivables                                                    (122)       2,445       (4,889)
    Accounts payable                                             (5,878)       9,140       22,838
    Taxes accrued                                                (7,040)      17,853      (11,222)
    Interest accrued                                             18,731      (14,678)       5,047
    Other working capital accounts                               21,513       19,329      (26,831)
  Decommissioning trust contributions and realized                                            
    change in trust assets                                      (11,648)     (11,191)     (11,620)
  Provision for estimated losses and reserves                     6,410        3,986        3,240
  Deferred interest-Waterford 3 lease obligation                (17,799)         990       (7,138)
  Other regulatory assets                                       (19,608)         329       (6,385)
  Other                                                         (20,473)       4,482       (3,965)
                                                             ----------   ----------   ----------
    Net cash flow provided by operating activities              338,564      341,126      351,671
                                                             ----------   ----------   ----------
                                                                                                 
Investing Activities:                                                                            
  Construction expenditures                                    (105,306)     (84,767)    (103,187)
  Allowance for equity funds used during construction             1,887        1,149          862
  Nuclear fuel purchases                                        (38,141)     (43,332)           -
  Proceeds from sale/leaseback of nuclear fuel                   39,701       43,332            -
                                                             ----------   ----------   ----------
    Net cash flow used in investing activities                 (101,859)     (83,618)    (102,325)
                                                             ----------   ----------   ----------
                                                                                                 
Financing Activities:                                                                            
  Proceeds from the issuance of:                                                                 
    First mortgage bonds                                        112,556            -      113,994
    Preferred securities of subsidiary trust                          -            -       67,795
  Retirement of:                                                                                 
    First mortgage bonds                                       (150,561)     (34,000)    (130,000)
    Other long-term debt                                           (225)        (288)        (270)
  Redemption of preferred stock                                       -       (7,500)     (67,824)
  Changes in short-term borrowings - net                              -      (31,066)     (45,393)
  Dividends paid:                                                                                
    Common stock                                               (138,500)    (145,400)    (179,200)
    Preferred stock                                             (13,014)     (13,251)     (19,072)
                                                             ----------   ----------   ----------
    Net cash flow used in financing activities                 (189,744)    (231,505)    (259,970)
                                                             ----------   ----------   ----------
                                                                                                 
Net increase (decrease) in cash and cash equivalents             46,961       26,003      (10,624)
                                                                                                 
Cash and cash equivalents at beginning of period                 49,749       23,746       34,370
                                                             ----------   ----------   ----------
                                                                                                 
Cash and cash equivalents at end of period                      $96,710      $49,749      $23,746
                                                             ==========   ==========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    
   Cash paid during the period for:                                                              
     Interest - net of amount capitalized                       $98,801     $138,530     $122,370
     Income taxes                                               $86,830      $68,323     $125,924
   Noncash investing and financing activities:                                                   
     Acquisition of nuclear fuel                                      -            -      $32,685
     Change in unrealized appreciation of                                                        
        decommissioning trust assets                             $5,928       $3,432         $301
                                                                                                 
 See Notes to Financial Statements.                                                              
       
</TABLE>
       

<PAGE>

<TABLE>
<CAPTION>
                       ENTERGY LOUISIANA, INC.
                           BALANCE SHEETS
                              ASSETS
                                                      
                                                              December 31,
                                                          1998           1997
                                                             (In Thousands)
<S>                                                     <C>            <C>
Current Assets:                                                                  
  Cash and cash equivalents:                                                     
    Cash                                                   $10,187         $5,148
    Temporary cash investments - at cost,                                        
      which approximates market                             86,523         44,601
                                                        ----------     ----------
           Total cash and cash equivalents                  96,710         49,749
  Accounts receivable:                                                           
    Customer (less allowance for doubtful accounts                               
     of $1.2 million in 1998 and 1997)                      64,098         69,566
    Associated companies                                    20,095         15,035
    Other                                                   19,305          7,441
    Accrued unbilled revenues                               50,540         61,874
  Accumulated deferred income taxes                         14,176         10,994
  Materials and supplies - at average cost                  82,220         82,850
  Deferred nuclear refueling outage costs                    6,498         27,176
  Prepayments and other                                     11,566         10,793
                                                        ----------     ----------
           Total                                           365,208        335,478
                                                        ----------     ----------
                                                                                 
Other Property and Investments:                                                  
  Nonutility property                                       21,627         22,525
  Decommissioning trust fund                                82,680         65,104
  Investment in subsidiary companies - at equity            14,230         14,230
                                                        ----------     ----------
           Total                                           118,537        101,859
                                                        ----------     ----------
                                                                                 
Utility Plant:                                                                   
  Electric                                               5,095,278      5,058,130
  Property under capital leases                            234,339        233,513
  Construction work in progress                             85,565         52,632
  Nuclear fuel under capital lease                          75,814         57,811
  Nuclear fuel                                                   -          1,560
                                                        ----------     ----------
           Total                                         5,490,996      5,403,646
  Less - accumulated depreciation and amortization       2,158,968      2,021,392
                                                        ----------     ----------
           Utility plant - net                           3,332,028      3,382,254
                                                        ----------     ----------
                                                                                 
Deferred Debits and Other Assets:                                                
  Regulatory assets:                                                             
    SFAS 109 regulatory asset - net                        270,068        278,234
    Unamortized loss on reacquired debt                     30,629         33,468
    Other regulatory assets                                 49,599         29,991
  Other                                                     15,816         14,116
                                                        ----------     ----------
           Total                                           366,112        355,809
                                                        ----------     ----------
                                                                                 
           TOTAL                                        $4,181,885     $4,175,400
                                                        ==========     ==========
See Notes to Financial Statements.                                               
                                                                                 
</TABLE>
                                

<PAGE>

<TABLE>
<CAPTION>
                                                            
                                                            
                        ENTERGY LOUISIANA, INC.
                           BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                                                      
                                                            December 31,
                                                       1998           1997
                                                           (In Thousands)
<S>                                                  <C>           <C>
Current Liabilities:                                                         
  Currently maturing long-term debt                      $6,772       $35,300
  Accounts payable:                                                          
    Associated companies                                 43,051        43,508
    Other                                                90,465        95,886
  Customer deposits                                      55,966        55,331
  Taxes accrued                                          18,203        25,243
  Interest accrued                                       53,302        34,571
  Dividends declared                                      3,253         3,253
  Deferred fuel costs                                     7,798         3,268
  Obligations under capital leases                       32,539        29,232
  Other                                                   4,391         8,578
                                                     ----------    ----------
           Total                                        315,740       334,170
                                                     ----------    ----------
                                                                             
Deferred Credits and Other Liabilities:                                      
  Accumulated deferred income taxes                     841,775       813,748
  Accumulated deferred investment tax credits           128,689       134,276
  Obligations under capital leases                       43,275        28,579
  Deferred interest - Waterford 3 lease obligation            -        17,799
  Other                                                 103,273       119,519
                                                     ----------    ----------
           Total                                      1,117,012     1,113,921
                                                     ----------    ----------
                                                                             
Long-term debt                                        1,332,315     1,338,464
Preferred stock with sinking fund                        85,000        85,000
Company-obligated mandatorily redeemable                                     
  preferred securities of subsidiary trust holding                           
  solely junior subordinated deferrable debentures       70,000        70,000
                                                                             
Shareholders' Equity:                                                        
  Preferred stock without sinking fund                  100,500       100,500
  Common stock, no par value, authorized                                     
    250,000,000 shares; issued and outstanding                               
    165,173,180 shares                                1,088,900     1,088,900
  Capital stock expense and other                        (2,321)       (2,321)
  Retained earnings                                      74,739        46,766
                                                     ----------    ----------
           Total                                      1,261,818     1,233,845
                                                     ----------    ----------
                                                                             
Commitments and Contingencies (Notes 2, 9 and 10)                            
                                                                             
           TOTAL                                     $4,181,885    $4,175,400
                                                     ==========    ==========
See Notes to Financial Statements.                                           
                                                                             
</TABLE>


<PAGE>
       
                        ENTERGY LOUISIANA, INC.
                   STATEMENTS OF RETAINED EARNINGS
                                                            
                                             For the Years Ended December 31,
                                              1998        1997        1996
                                                     (In Thousands)
                                                                            
Retained Earnings, January 1                  $46,766    $63,764     $72,150
                                                                            
  Add:                                                                      
    Net income                                179,487    141,757     190,762
                                                                            
  Deduct:                                                                   
    Dividends declared:                                                     
      Preferred stock                          13,014     13,016      17,412
      Common stock                            138,500    145,400     179,200
    Capital stock expenses                          -        339       2,536
                                             --------   --------    --------
        Total                                 151,514    158,755     199,148
                                             --------   --------    --------
                                                                            
Retained Earnings, December 31 (Note 8)       $74,739    $46,766     $63,764
                                             ========   ========    ========
                                                                            
See Notes to Financial Statements.                                          


<PAGE>

<TABLE>
<CAPTION>


                        ENTERGY LOUISIANA, INC.
                              
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON


                              1998        1997         1996        1995        1994
                                           (In Thousands)
<S>                         <C>         <C>         <C>          <C>         <C>
Operating revenues          $1,710,908  $1,803,272  $ 1,828,867  $1,674,875  $1,710,415
Net income                  $  179,487  $  141,757  $   190,762  $  201,537  $  213,839
Total assets                $4,181,885  $4,175,400  $ 4,279,278  $4,331,523  $4,435,439
Long-term obligations (1)   $1,530,590  $1,522,043  $ 1,545,889  $1,528,542  $1,530,558
                                        

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

</TABLE>


<TABLE>
<CAPTION>
                                 1998        1997         1996        1995        1994
                                                 (Dollars In Thousands)
<S>                            <C>        <C>          <C>          <C>          <C>
Electric Operating Revenues:                                                             
   Residential                  $598,573    $606,173     $609,308     $583,373     $577,084
   Commercial                    367,151     379,131      374,515      353,582      358,672
   Industrial                    597,536     708,356      727,505      641,196      659,061
   Governmental                   32,795      34,171       33,621       31,616       31,679
                              ----------  ----------   ----------   ----------   ----------
     Total retail              1,596,055   1,727,831    1,744,949    1,609,767    1,626,496
   Sales for resale:                                                                
     Associated companies         16,002       3,817        5,065        1,178          352
     Non-associated companies     53,538      55,345       58,685       48,987       36,928
   Other                          45,313      16,279       20,168       14,943       46,639
                              ----------  ----------   ----------   ----------   ----------
     Total                    $1,710,908  $1,803,272   $1,828,867   $1,674,875   $1,710,415
                              ==========  ==========   ==========   ==========   ==========
Billed Electric Energy                                                                   
 Sales (GWH):                                                                                
   Residential                     8,477       7,826        7,893        7,855        7,449
   Commercial                      5,265       4,906        4,846        4,786        4,631
   Industrial                     14,781      16,390       17,647       16,971       16,561
   Governmental                      481         460          457          439          423
                              ----------  ----------   ----------   ----------   ----------
     Total retail                 29,004      29,582       30,843       30,051       29,064
   Sales for resale:                                                                
     Associated companies            386         104          143           44           10
     Non-associated companies        855         805          982        1,293          776
                              ----------  ----------   ----------   ----------   ----------
     Total                        30,245      30,491       31,968       31,388       29,850
                              ==========  ==========   ==========   ==========   ==========


</TABLE>


<PAGE>
                                     

                     REPORT OF INDEPENDENT ACCOUNTANTS


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


In  our opinion, the accompanying balance sheets and the related statements
of  income, of retained earnings, and of cash flows present fairly,  in all
material respects, the financial position of Entergy Mississippi,  Inc.  at
December 31, 1998 and 1997, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.  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 of these statements in accordance
with  generally accepted auditing standards which 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, assessing the accounting principles used  and
significant  estimates  made  by management,  and  evaluating  the  overall
financial  statement  presentation. We believe that our  audits  provide  a
reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP


New Orleans, Louisiana
February 18, 1999





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

Net Income

      Net income decreased in 1998 primarily as a result of an increase  in
operating  expenses, partially offset by an increase in electric  operating
revenues.

      Net  income  decreased in 1997 as a result of a decrease in  electric
operating  revenues  and  an  increase in other operation  and  maintenance
expenses, partially offset by lower income taxes.

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 1998 and 1997 are as follows:

                                           Increase/(Decrease)
             Description                    1998         1997
                                              (In Millions)
                                                                
Base revenues                               ($10.2)      ($7.7)
Grand Gulf rate rider                         (2.6)      (19.0)
Fuel cost recovery                            20.5       (14.5)
Sales volume/weather                          25.6         3.8
Other revenue (including unbilled)             0.6        (1.6)
Sales for resale                               5.0        18.0
                                             -----      ------
Total                                        $38.9      ($21.0)
                                             =====      ======

Base revenues

      In  1998,  base  revenues  decreased due to  the  formula  rate  plan
reduction  that  became  effective in 1998.  There  is  discussion  of  the
formula rate plan reduction in Note 2 to the financial statements.

Grand Gulf rate rider revenues

     Rate rider revenues do not affect net income because specific incurred
expenses offset them.

      In 1997, as a result of the annual MPSC review, Entergy Mississippi's
Grand  Gulf 1 rate rider was decreased based on the estimate of  costs  for
the  next  year.  Therefore, Grand Gulf 1 rate rider revenues in 1997  were
lower than in 1996.

Fuel cost recovery revenues

      Fuel cost recovery revenues do not affect net income because they are
an increase to revenues that are offset by specific incurred fuel costs.

      In  1998, fuel cost recovery revenues increased primarily due to  the
increase in generation.

      In  1997, fuel cost recovery revenues decreased primarily as a result
of  an MPSC order, effective May 1, 1997 that changed fuel recovery pricing
to a fixed fuel factor.


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


Sales volume/weather

     In  1998,  the  sales  volume increased as a result  of  significantly
warmer weather.

Sales for resale

     In  1997,  sales  for resale increased as a result of an  increase  in
sales  to  associated  companies due to changes in generation  requirements
and availability among the domestic utility companies.
     
Expenses

Fuel expenses

     In 1998, fuel expenses increased primarily due to:

     o the impact of the under-recovery of deferred fuel costs in excess of
       the  fixed  fuel factor applied in 1997.  In January  1998,  Entergy
       Mississippi increased its fixed fuel factor to recover actual fuel 
       expenses more accurately.
     o the increased usage as a result of the change in the fuel mix from
       higher priced purchased power to lower-priced fossil fuel.
     
Purchased power expenses

     In 1997, purchased power expenses increased due to:

     o the increased usage as a result of the change in the fuel mix from
       higher priced fossil fuel to lower priced purchased power; and
     o an increase in generation and purchases related to increases in sales
       volume and sales for resale.

Other operation and maintenance

     In 1997, other operation and maintenance expenses increased primarily
due to:

     o increased contract labor as a result of increased maintenance and
       plant outage expenses in 1997; and
     o increased loss reserves as a result of increased litigation reserves.

Other regulatory credits

     In 1998,  other  regulatory  credits  decreased  primarily due to less 
under-recovery of Grand Gulf related expenses in 1998 as compared to 1997.

Amortization of rate deferrals

      In  1998,  amortization  of  rate  deferrals  decreased  due  to  the
completion in September 1998 of the Grand Gulf 1 phase-in plan.



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

Other

Income taxes

      The  effective income tax rates for 1998, 1997, and 1996 were  30.9%,
28.6%, and 34.2% respectively.

      The  effective  income tax rate for 1998 increased  slightly  due  to
decreased amortization of excess deferred taxes related to rate deferrals.

      The effective income tax rate decreased in 1997 primarily due to  the
impact  of  recording the tax benefit of Entergy Corporation's expenses  as
prescribed by the tax allocation agreement.


<PAGE>      

<TABLE>
<CAPTION>
      
                        ENTERGY MISSISSIPPI, INC.
                          STATEMENTS OF INCOME
                                                                   
                                                For the Years Ended December 31,
                                               1998           1997         1996
                                                         (In Thousands)
<S>                                            <C>           <C>          <C>
Operating Revenues                             $976,300      $937,395     $958,430
                                               --------      --------     --------
Operating Expenses:                                                               
  Operation and maintenance:                                                      
     Fuel, fuel-related expenses                241,415       199,880      207,116
     Purchased power                            286,769       285,447      272,812
     Other operation and maintenance            130,727       129,812      122,628
  Depreciation and amortization                  45,133        43,300       40,313
  Taxes other than income taxes                  44,888        43,142       43,389
  Other regulatory credits                       (3,186)      (20,731)     (23,026)
  Amortization of rate deferrals                104,969       119,797      130,602
                                               --------      --------     --------
        Total                                   850,715       800,647      793,834
                                               --------      --------     --------
                                                                                  
Operating Income                                125,585       136,748      164,596
                                               --------      --------     --------
                                                                                  
Other Income:                                                                     
  Allowance for equity funds used                                                 
   during construction                              188           543        1,143
  Miscellaneous - net                             4,891           919        1,662
                                               --------      --------     --------
        Total                                     5,079         1,462        2,805
                                               --------      --------     --------
                                                                                  
Interest Charges:                                                                 
  Interest on long-term debt                     37,756        40,791       44,137
  Other interest - net                            3,171         4,483        3,870
  Allowance for borrowed funds used                                               
   during construction                             (932)         (469)        (923)
                                               --------      --------     --------
        Total                                    39,995        44,805       47,084
                                               --------      --------     --------
                                                                                  
Income Before Income Taxes                       90,669        93,405      120,317
                                                                                  
Income Taxes                                     28,031        26,744       41,106
                                               --------      --------     --------
                                                                                  
Net Income                                       62,638        66,661       79,211
                                                                                  
Preferred Dividend Requirements and Other         3,370         4,044        5,010
                                               --------      --------     --------
                                                                                  
Earnings Applicable to Common Stock             $59,268       $62,617      $74,201
                                               ========      ========     ========
                                                                                  
See Notes to Financial Statements.                                                
      
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
      
                        ENTERGY MISSISSIPPI, INC.
                         STATEMENTS OF CASH FLOWS
                                                                 
                                                                  For the Years Ended December 31,
                                                                  1998        1997        1996
                                                                          (In Thousands)
<S>                                                              <C>         <C>         <C>
Operating Activities:                                                                            
  Net income                                                      $62,638     $66,661     $79,211
  Noncash items included in net income:                                                          
    Amortization of rate deferrals                                104,969     119,797     130,602
    Other regulatory credits                                       (3,186)    (20,731)    (23,026)
    Depreciation and amortization                                  45,133      43,300      40,313
    Deferred income taxes and investment tax credits              (12,494)    (32,204)    (32,887)
    Allowance for equity funds used during construction              (188)       (543)     (1,143)
  Changes in working capital:                                                                    
    Receivables                                                     6,253       2,978      (4,123)
    Fuel inventory                                                    384       3,275          20
    Accounts payable                                               14,750      (9,246)         88
    Taxes accrued                                                 (26,301)      5,832      (2,157)
    Interest accrued                                                  323      (6,600)       (925)
    Other working capital accounts                                 21,479     (12,283)      4,074
  Changes in other regulatory assets                              (35,774)    (18,518)    (28,573)
  Other                                                            (6,241)     17,368      20,492
                                                                 --------    --------    --------
    Net cash flow provided by operating activities                171,745     159,086     181,966
                                                                 --------    --------    --------
                                                                                                 
Investing Activities:                                                                            
  Construction expenditures                                       (58,705)    (50,334)    (85,018)
  Allowance for equity funds used during construction                 188         543       1,143
                                                                 --------    --------    --------
    Net cash flow used in investing activities                    (58,517)    (49,791)    (83,875)
                                                                 --------    --------    --------
                                                                                                 
Financing Activities:                                                                            
  Proceeds from the issuance of general and refunding 
    mortgage bonds                                                 78,703      64,827           -
  Retirement of:                                                                                 
    General and refunding mortgage bonds                          (80,000)    (96,000)    (26,000)
    First mortgage bonds                                                -           -     (35,000)
    Other long-term debt                                              (20)        (15)        (15)
  Redemption of preferred stock                                         -     (14,500)     (9,876)
  Changes in short-term borrowings - net                          (46,717)     (3,091)     50,253
  Dividends paid:                                                                                
    Common stock                                                  (66,000)    (59,200)    (79,900)
    Preferred stock                                                (3,370)     (3,998)     (5,000)
                                                                 --------    --------    --------
    Net cash flow used in financing activities                   (117,404)   (111,977)   (105,538)
                                                                 --------    --------    --------
                                                                                                 
Net decrease in cash and cash equivalents                          (4,176)     (2,682)     (7,447)
                                                                                                 
Cash and cash equivalents at beginning of period                    6,816       9,498      16,945
                                                                 --------    --------    --------
                                                                                                 
Cash and cash equivalents at end of period                         $2,640      $6,816      $9,498
                                                                 ========    ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                  
  Cash paid during the period for:                                                               
    Interest - net of amount capitalized                          $39,291     $50,662     $47,692
    Income taxes                                                  $64,204     $51,598     $73,687
                                                                                                 
See Notes to Financial Statements.                                                               
      
</TABLE>
      

<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY MISSISSIPPI, INC.
                               BALANCE SHEETS
                                   ASSETS
                                                      
                                                                December 31,
                                                           1998           1997
                                                               (In Thousands)
<S>                                                       <C>           <C>
Current Assets:                                                                  
  Cash                                                       $2,640        $6,816
  Accounts Receivable:                                                           
    Customer (less allowance for doubtful accounts                               
     of $1.2 million in 1998 and $.9 million in 1997)        38,484        36,636
    Associated companies                                      5,703         6,842
    Other                                                     1,266         4,139
    Accrued unbilled revenues                                45,904        49,993
  Fuel inventory - at average cost                            3,002         3,386
  Materials and supplies - at average cost                   17,149        17,657
  Rate deferrals                                                  -       104,969
  Prepayments and other                                      14,364        39,863
                                                         ----------    ----------
           Total                                            128,512       270,301
                                                         ----------    ----------
                                                                                 
Other Property and Investments:                                                  
  Investment in subsidiary companies - at equity              5,531         5,531
  Other - at cost (less accumulated depreciation)             7,069         7,757
                                                         ----------    ----------
           Total                                             12,600        13,288
                                                         ----------    ----------
                                                                                 
Utility Plant:                                                                   
  Electric                                                1,718,903     1,687,400
  Construction work in progress                              35,317        22,960
                                                         ----------    ----------
           Total                                          1,754,220     1,710,360
  Less - accumulated depreciation and amortization          685,214       656,828
                                                         ----------    ----------
           Utility plant - net                            1,069,006     1,053,532
                                                         ----------    ----------
                                                                                 
Deferred Debits and Other Assets:                                                
  Regulatory assets:                                                             
    SFAS 109 regulatory asset - net                          25,515        22,993
    Unamortized loss on reacquired debt                       7,981         8,404
    Other regulatory assets                                 100,601        64,827
  Other                                                       6,049         6,216
                                                         ----------    ----------
           Total                                            140,146       102,440
                                                         ----------    ----------
                                                                                 
           TOTAL                                         $1,350,264    $1,439,561
                                                         ==========    ==========
See Notes to Financial Statements.                                               
</TABLE>
                                         

<PAGE>

<TABLE>
<CAPTION>
                                                            
                       ENTERGY MISSISSIPPI, INC.
                            BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDERS' EQUITY
                                                      
                                                           December 31,
                                                      1998           1997
                                                         (In Thousands)
<S>                                                  <C>           <C>
Current Liabilities:                                                        
  Currently maturing long-term debt                        $20           $20
  Notes payable - associated companies                     445        47,162

  Accounts payable:                                                         
    Associated companies                                43,639        36,057
    Other                                               18,444        11,276
  Customer deposits                                     18,265        24,084
  Taxes accrued                                          6,013        32,314
  Accumulated deferred income taxes                        620        44,277
  Interest accrued                                      14,632        14,309
  Other                                                  4,097         2,806
                                                    ----------    ----------
           Total                                       106,175       212,305
                                                    ----------    ----------
                                                                            
Deferred Credits and Other Liabilities:                                     
  Accumulated deferred income taxes                    279,732       244,464
  Accumulated deferred investment tax credits           22,408        23,915
  Other                                                  6,236        15,892
                                                    ----------    ----------
           Total                                       308,376       284,271
                                                    ----------    ----------
                                                                            
Long-term debt                                         463,616       464,156
                                                                            
Shareholders' Equity:                                                       
  Preferred stock without sinking fund                  50,381        50,381
  Common stock, no par value, authorized                                    
    15,000,000 shares; issued and outstanding                               
    8,666,357 shares                                   199,326       199,326
  Capital stock expense and other                          (59)          (59)
  Retained earnings                                    222,449       229,181
                                                    ----------    ----------
           Total                                       472,097       478,829
                                                    ----------    ----------
                                                                            
Commitments and Contingencies (Notes 2 and 9)                               
                                                                            
           TOTAL                                    $1,350,264    $1,439,561
                                                    ==========    ==========
See Notes to Financial Statements.                                          
      
</TABLE>


<PAGE>
      
                      ENTERGY MISSISSIPPI, INC.
                   STATEMENTS OF RETAINED EARNINGS
                                                            
                                             For the Years Ended December 31,
                                              1998        1997        1996
                                                     (In Thousands)
                                                                            
Retained Earnings, January 1                 $229,181   $225,764    $231,463
                                                                            
  Add:                                                                      
    Net income                                 62,638     66,661      79,211
                                                                            
  Deduct:                                                                   
    Dividends declared:                                                     
      Preferred stock                           3,370      3,656       4,803
      Common stock                             66,000     59,200      79,900
    Preferred stock expenses                        -        388         207
                                             --------   --------    --------
        Total                                  69,370     63,244      84,910
                                             --------   --------    --------
Retained Earnings, December 31 (Note 8)      $222,449   $229,181    $225,764
                                             ========   ========    ========
                                                                            
See Notes to Financial Statements.                                          


<PAGE>

<TABLE>
<CAPTION>

                       ENTERGY MISSISSIPPI, INC.
                              
           SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                              
                              
                                 1998        1997         1996         1995         1994
                                               (In Thousands)
<S>                           <C>          <C>          <C>          <C>          <C>
Operating revenues            $  976,300   $  937,395   $  958,430   $  889,843   $  859,845
Net Income                    $   62,638   $   66,661   $   79,211   $   68,667   $   48,779
Total assets                  $1,350,264   $1,439,561   $1,521,466   $1,581,983   $1,637,828
Long-term obligations (1)     $  463,616   $  464,156   $  406,054   $  511,613   $  507,555
</TABLE>

(1)  Includes  long-term debt (excluding currently  maturing
     debt).

<TABLE>
<CAPTION>
                                 1998      1997      1996       1995      1994
                                            (Dollars In Thousands)
<S>                            <C>        <C>       <C>        <C>        <C>
Electric Operating Revenues:                                                    
   Residential                 $367,895   $342,818  $358,264   $336,194   $332,567
   Commercial                   284,787    274,195   281,626    262,786    257,154
   Industrial                   170,910    173,152   185,351    178,466    184,637
   Governmental                  26,670     26,882    29,093     27,410     27,495
                               --------   --------  --------   --------   --------
     Total retail               850,262    817,047   854,334    804,856    801,853
   Sales for resale:                                                        
     Associated companies        80,357     78,233    58,749     35,928     37,747
     Non-associated companies    24,205     21,276    22,814     21,906     16,728
   Other                         21,476     20,839    22,533     27,153      3,517
                               --------   --------  --------   --------   --------
     Total                     $976,300   $937,395  $958,430   $889,843   $859,845
                               ========   ========  ========   ========   ========
Billed Electric Energy                                                          
 Sales (GWH):                                                                      
   Residential                    4,800      4,323     4,355      4,233      4,014
   Commercial                     4,015      3,673     3,508      3,368      3,151
   Industrial                     3,163      3,089     3,063      3,044      2,985
   Governmental                     347        333       346        336        330
                               --------   --------  --------   --------   --------
     Total retail                12,325     11,418    11,272     10,981     10,480
   Sales for resale:                                                        
     Associated companies         2,424      1,918     1,368        959      1,079
     Non-associated companies       484        412       521        692        512
                               --------   --------  --------   --------   --------
     Total                       15,233     13,748    13,161     12,632     12,071
                               ========   ========  ========   ========   ========

</TABLE>


<PAGE>

                     REPORT OF INDEPENDENT ACCOUNTANTS


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


In  our opinion, the accompanying balance sheets and the related statements
of  income, of retained earnings, and of cash flows present fairly,  in all
material respects, the financial position of Entergy New Orleans,  Inc.  at
December 31, 1998 and 1997, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.  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 of these statements in accordance
with  generally accepted auditing standards which 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, assessing the accounting principles used  and
significant  estimates  made  by management,  and  evaluating  the  overall
financial  statement  presentation. We believe that our  audits  provide  a
reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP


New Orleans, Louisiana
February 18, 1999







<PAGE>

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

Net Income

      Net income increased slightly in 1998 compared to 1997 primarily  due
to  an  increase in operating revenues and other income and a  decrease  in
income taxes, partially offset by increased operating expenses.

      Net  income decreased in 1997 compared to 1996 primarily  due  to  an
increase in taxes other than income taxes, partially offset by lower income
taxes.

Revenues and Sales

Electric operating revenues

      The  changes  in electric operating revenues for the  twelve  months
ended December 31, 1998 and 1997 are as follows:

                                             Increase/(Decrease)
             Description                      1998         1997
                                                 (In Millions)
                                                                 
Base revenues                                 ($9.8)      ($13.6)
Fuel cost recovery                             14.5         (2.2)
Sales volume/weather                           13.9         (0.8)
Other revenue (including unbilled)              1.0         16.7
Sales for resale                                1.7          6.8
                                              -----         ----
Total                                         $21.3         $6.9
                                              =====         ====

Base revenues

      In 1998 and 1997, base revenues decreased primarily due to reductions
in residential and commercial rates that went into effect in August 1997.

Fuel cost recovery revenues
                                     
     Fuel cost recovery revenues do not affect net income because they are
an increase to revenues that are offset by specific incurred fuel costs.

     In 1998, fuel cost recovery revenues increased due to higher fuel
prices and increased generation.

Sales volume/weather

     In 1998, sales volume increased primarily due to significantly warmer
weather.

Other revenue

     In 1997, other revenue increased as a result of a rate refund recorded
in 1996.


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

Sales for resale

      In  1997,  sales for resale increased as a result of an  increase  in
electric  sales  to  associated  companies  primarily  due  to  changes  in
generation  requirements  and  availability  among  the  domestic   utility
companies.

Gas operating revenues

      Gas  operating revenues decreased in 1998 and 1997 primarily due  to
lower gas prices.

Expenses

Fuel and purchased power expenses

     In 1998, fuel and purchased power expenses increased primarily due to:

     o an increase in purchased power primarily due to increased generation
       requirements as a result of significantly warmer weather and an 
       increase in the price of purchased power; and
     o an over-recovery of gas and electric fuel cost in 1998 due to market
       price fluctuations.
     
     This increase was partially offset by a decrease in the price of gas
purchased for resale.
                                     
     In 1997, fuel and purchased power expenses decreased primarily due to
a shift from higher priced purchased power to lower priced fuel.

Other operation and maintenance expenses

     In 1998, other operation and maintenance expenses increased primarily
due  to  an  increase  in  environmental reserves,  regulatory  commission
expense, and administrative and general salaries.

Taxes other than income taxes

      In  1997, taxes other than income taxes increased because of  higher
franchise  taxes  resulting from a December 1996 Council order  increasing
Entergy  New  Orleans'  annual franchise fee from  2.5%  to  5%  of  gross
revenues.

Other regulatory credits

      In 1997, other regulatory credits decreased primarily as a result of
the  1996 deferral of Entergy New Orleans' portion of the proposed  System
Energy rate increase.

      The  proposed System Energy rate increase is discussed in Note 2  to
the financial statements.


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


Other

Miscellaneous income

      Miscellaneous income increased in 1998 primarily due to Entergy  New
Orleans'  portion  of  System Fuel's gain on  the  sale  of  oil  and  gas
properties  and an increase in interest related to the Grand Gulf  1  Rate
Deferral Plan.

      The  Grand Gulf 1 Rate Deferral Plan is discussed in Note 2  to  the
financial statements.

Income taxes

      The  effective income tax rates for 1998, 1997, and 1996 were  38.4%,
44.0%, and 37.7%, respectively.

      The  decrease in the effective income tax rate for 1998 was primarily
due to a tax benefit recorded in 1998 related to a depreciation adjustment.

      The  increase in the effective income tax rate for 1997 was primarily
due  to decreased amortization in 1997 of deferred income taxes on property
fully depreciated for federal income tax purposes.
     
     Income  taxes are discussed more thoroughly in Note 3 to the financial
statements.


<PAGE>    

<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF INCOME
                                                                
                                                 For the Years Ended December 31,
                                                1998         1997           1996
                                                         (In Thousands)
<S>                                             <C>          <C>           <C>
Operating Revenues:                                                                
  Electric                                      $431,453     $410,131      $403,254
  Natural gas                                     82,297       94,691       101,023
                                                --------     --------      --------
        Total                                    513,750      504,822       504,277
                                                --------     --------      --------
                                                                                   
Operating Expenses:                                                                
  Operation and maintenance:                                                       
    Fuel, fuel-related expenses,                                                   
     and gas purchased for resale                138,142      141,902       129,059
    Purchased power                              164,435      156,542       176,450
    Other operation and maintenance               79,023       72,748        71,421
  Depreciation and amortization                   21,878       21,107        20,007
  Taxes other than income taxes                   40,417       38,964        27,388
  Other regulatory credits                        (4,540)      (6,394)      (13,543)
  Amortization of rate deferrals                  35,336       37,662        35,917
                                                --------     --------      --------
        Total                                    474,691      462,531       446,699
                                                --------     --------      --------
                                                                                   
Operating Income                                  39,059       42,291        57,578
                                                --------     --------      --------
                                                                                   
Other Income (Deductions):                                                         
  Allowance for equity funds used                                                  
    during construction                              284          380           321
  Miscellaneous - net                              1,409          (77)        1,146
                                                --------     --------      --------
        Total                                      1,693          303         1,467
                                                --------     --------      --------
                                                                                   
Interest Charges:                                                                  
  Interest on long-term debt                      13,717       13,918        15,268
  Other interest - net                             1,075        1,369         1,036
  Allowance for borrowed funds used                                                
    during construction                             (219)        (286)         (252)
                                                --------     --------      --------
        Total                                     14,573       15,001        16,052
                                                --------     --------      --------
                                                                                   
Income Before Income Taxes                        26,179       27,593        42,993
                                                                                   
Income Taxes                                      10,042       12,142        16,217
                                                --------     --------      --------
                                                                                   
Net Income                                        16,137       15,451        26,776
                                                                                   
Preferred Dividend Requirements and Other            965          965           965
                                                --------     --------      --------
                                                                                   
Earnings Applicable to Common Stock              $15,172      $14,486       $25,811
                                                ========     ========      ========
See Notes to Financial Statements.                                                 
                                                                                   
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                        STATEMENTS OF CASH FLOWS
                                                                    
                                                                           For the Years Ended December 31,
                                                                           1998        1997        1996
                                                                                   (In Thousands)
<S>                                                                        <C>          <C>        <C>
Operating Activities:                                                                                     
  Net income                                                               $16,137      $15,451    $26,776
  Noncash items included in net income:                                                                   
    Amortization of rate deferrals                                          35,336       37,662     35,917
    Other regulatory credits                                                (4,540)      (6,394)   (13,543)
    Depreciation and amortization                                           21,878       21,107     20,007
    Deferred income taxes and investment tax credits                        (7,498)      (1,957)   (12,274)
    Allowance for equity funds used during construction                       (284)        (380)      (321)
  Changes in working capital:                                                                             
    Receivables                                                              3,743       (1,260)       832
    Accounts payable                                                        (4,136)         540     (5,638)
    Interest accrued                                                          (130)        (276)       214
    Other working capital accounts                                          (3,060)     (14,082)    (9,566)
    Other regulatory assets                                                 (6,964)       7,365     (5,942)
  Other                                                                     (9,557)      (9,188)     7,544
                                                                          --------     --------   --------
    Net cash flow provided by operating activities                          40,925       48,588     44,006
                                                                          --------     --------   --------
                                                                                                          
Investing Activities:                                                                                     
  Construction expenditures                                                (21,691)     (16,137)   (27,956)
  Allowance for equity funds used during construction                          284          380        321
                                                                          --------     --------   --------
    Net cash flow used in investing activities                             (21,407)     (15,757)   (27,635)
                                                                          --------     --------   --------
                                                                                                          
Financing Activities:                                                                                     
   Proceeds from the issuance of general and refunding mortgage bonds       29,438            -     39,608
  Retirement of:                                                                                          
    First mortgage bonds                                                         -      (12,000)   (23,250)
    General and refunding mortgage bonds                                   (30,000)           -    (30,000)
  Dividends paid:                                                                                         
    Common stock                                                            (9,700)     (26,000)   (34,000)
    Preferred stock                                                           (965)        (965)      (965)
                                                                          --------     --------   --------
   Net cash flow used in financing activities                              (11,227)     (38,965)   (48,607)
                                                                          --------     --------   --------
                                                                                                          
Net increase (decrease) in cash and cash equivalents                         8,291       (6,134)   (32,236)
                                                                                                          
Cash and cash equivalents at beginning of period                            11,376       17,510     49,746
                                                                          --------     --------   --------
                                                                                                          
Cash and cash equivalents at end of period                                 $19,667      $11,376    $17,510
                                                                          ========     ========   ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                   
  Cash paid during the period for:                                                                        
    Interest - net of amount capitalized                                   $14,592      $15,237    $15,609
    Income taxes - net                                                     $26,197      $10,981    $31,870
                                                                                                          
See Notes to Financial Statements.                                                                        
      
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                      ENTERGY NEW ORLEANS, INC.
                           BALANCE SHEETS
                              ASSETS
                                                                             
                                                                December 31,
                                                            1998           1997
                                                               (In Thousands)
<S>                                                        <C>            <C>
Current Assets:                                                                   
  Cash and cash equivalents:                                                      
    Cash                                                      $3,769        $4,321
    Temporary cash investments - at cost,                                         
      which approximates market:                                                  
       Associated companies                                    2,514         1,918
       Other                                                  13,384         5,137
                                                            --------      --------
           Total cash and cash equivalents                    19,667        11,376
  Accounts receivable:                                                            
    Customer (less allowance for doubtful accounts                                
     of $0.8 million in 1998 and $0.7 million in 1997)        23,594        26,913
    Associated companies                                         806         1,081
    Other                                                      3,835         4,155
    Accrued unbilled revenues                                 16,254        16,083
  Deferred electric fuel and resale gas costs                  1,191         9,384
  Materials and supplies - at average cost                     8,845         9,389
  Rate deferrals                                              28,430        35,336
  Prepayments and other                                       10,158         6,087
                                                            --------      --------
           Total                                             112,780       119,804
                                                            --------      --------
                                                                                  
Other Property and Investments:                                                   
  Investment in subsidiary companies - at equity               3,259         3,259
                                                            --------      --------
                                                                                  
Utility Plant:                                                                    
  Electric                                                   514,685       508,338
  Natural gas                                                132,568       122,308
  Construction work in progress                               20,184        19,184
                                                            --------      --------
           Total                                             667,437       649,830
  Less - accumulated depreciation and amortization           371,558       355,854
                                                            --------      --------
           Utility plant - net                               295,879       293,976
                                                            --------      --------
                                                                                  
Deferred Debits and Other Assets:                                                 
  Regulatory assets:                                                              
    Rate deferrals                                            35,762        64,192
    Unamortized loss on reacquired debt                        1,399         1,435
    Other regulatory assets                                   21,558        14,594
  Other                                                        1,267           890
                                                            --------      --------
           Total                                              59,986        81,111
                                                            --------      --------
           TOTAL                                            $471,904      $498,150
                                                            ========      ========
See Notes to Financial Statements.                                                
</TABLE>
                                   

<PAGE>

<TABLE>
<CAPTION>
                                                                                  
                        ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                                                      
                                                             December 31,
                                                         1998           1997
                                                            (In Thousands)
                                                                          
<S>                                                     <C>          <C>
Current Liabilities:                                                           
  Accounts payable:                                                            
    Associated companies                                  $18,283       $15,922
    Other                                                  11,008        17,505
  Customer deposits                                        18,082        16,982
  Accumulated deferred income taxes                         6,031        11,544
  Interest accrued                                          4,919         5,049
  Provision for rate refund                                     -         3,108
  Other                                                     1,783         7,501
                                                         --------      --------
           Total                                           60,106        77,611
                                                         --------      --------
                                                                               
Deferred Credits and Other Liabilities:                                        
  Accumulated deferred income taxes                        57,467        61,000
  Accumulated deferred investment tax credits               6,894         7,396
  Accumulated provision for property insurance             11,106        15,487
  Other                                                    10,465        16,327
                                                         --------      --------
           Total                                           85,932       100,210
                                                         --------      --------
                                                                               
Long-term debt                                            169,018       168,953
                                                                               
Shareholders' Equity:                                                          
  Preferred stock without sinking fund                     19,780        19,780
  Common Shareholder's Equity:                                                 
   Common stock, $4 par value, authorized                                      
    10,000,000 shares; issued and outstanding                                  
    8,435,900 shares                                       33,744        33,744
  Additional paid-in capital                               36,294        36,294
  Retained earnings                                        67,030        61,558
                                                         --------      --------
           Total                                          156,848       151,376
                                                         --------      --------
                                                                               
Commitments and Contingencies (Notes 2 and 9)                                  
                                                                               
           TOTAL                                         $471,904      $498,150
                                                         ========      ========
See Notes to Financial Statements.                                             
                                                                               
</TABLE>


<PAGE>
      
                      ENTERGY NEW ORLEANS, INC.
                   STATEMENTS OF RETAINED EARNINGS
                                                            
                                              For the Years Ended December 31,
                                               1998        1997        1996
                                                       (In Thousands)
                                                                             
Retained Earnings, January 1                   $61,558    $73,072     $81,261
                                                                             
  Add:                                                                       
    Net income                                  16,137     15,451      26,776
                                                                             
  Deduct:                                                                    
    Dividends declared:                                                      
      Preferred stock                              965        965         965
      Common stock                               9,700     26,000      34,000
                                               -------    -------     -------
        Total                                   10,665     26,965      34,965
                                               -------    -------     -------
                                                                             
Retained Earnings, December 31 (Note 8)        $67,030    $61,558     $73,072
                                               =======    =======     =======
                                                                             
See Notes to Financial Statements.                                           



<PAGE>

<TABLE>
<CAPTION>
                       ENTERGY NEW ORLEANS, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
                              1998        1997       1996      1995        1994
                                      (In Thousands)
<S>                         <C>        <C>         <C>        <C>       <C>
Operating revenues          $513,750   $ 504,822   $504,277   $470,278  $447,787
Net Income                  $ 16,137   $  15,451   $ 26,776   $ 34,386  $ 13,211
Total assets                $471,904   $ 498,150   $549,996   $596,206  $592,894
Long-term obligations (1)   $169,018   $ 168,953   $168,888   $155,958  $167,610
                                                              

</TABLE>

(1)  Includes long-term debt (excluding currently maturing debt).

<TABLE>
<CAPTION>
                                 1998      1997      1996       1995      1994
                                              (Dollars In Thousands)
<S>                            <C>        <C>       <C>        <C>        <C>
Electric Operating Revenues:                                                    
   Residential                 $164,765   $145,688  $151,577   $141,353   $142,013
   Commercial                   149,353    143,113   149,649    144,374    162,410
   Industrial                    26,229     24,616    24,663     22,842     25,422
   Governmental                  62,332     58,746    58,561     52,880     58,726
                               --------   --------  --------   --------   --------
     Total retail               402,679    372,163   384,450    361,449    388,571
   Sales for resale:                                                        
     Associated companies        10,451     10,342     2,649      3,217      2,061
     Non-associated companies    10,590      8,996     9,882      9,864      7,512
   Other (1)                      7,733     18,630     6,273     15,472   (37,714)
                               --------   --------  --------   --------   --------
     Total                     $431,453   $410,131  $403,254   $390,002   $360,430
                               ========   ========  ========   ========   ========
Billed Electric Energy                                                          
 Sales (GWH):                                                                      
   Residential                    2,141      1,971     1,998      2,049      1,896
   Commercial                     2,149      2,072     2,073      2,079      2,031
   Industrial                       514        484       481        537        518
   Governmental                   1,037        994       974        983        951
                               --------   --------  --------   --------   --------
     Total retail                 5,841      5,521     5,526      5,648      5,396
   Sales for resale:                                                        
     Associated companies           370        316        66        149         92
     Non-associated companies       199        160       212        297        202
                               --------   --------  --------   --------   --------
     Total                        6,410      5,997     5,804      6,094      5,690
                               ========   ========  ========   ========   ========


(1)  1994 includes the effects of the 1994 NOPSI Settlement.
</TABLE>


<PAGE>                                     

                     REPORT OF INDEPENDENT ACCOUNTANTS


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


In  our opinion, the accompanying balance sheets and the related statements
of  income, of retained earnings, and of cash flows present fairly,  in all
material respects, the financial position of System Energy Resources,  Inc.
at  December 31, 1998 and 1997, and the results of its operations  and  its
cash  flows  for each of the three years in the period ended  December  31,
1998,  in conformity with generally accepted accounting principles.   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 of  these  statements  in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used  and
significant  estimates  made  by management,  and  evaluating  the  overall
financial  statement  presentation. We believe that our  audits  provide  a
reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP


New Orleans, Louisiana
February 18, 1999



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

Net Income

      Net income increased slightly in 1998 and 1997 primarily due to  the
increase in other income.

Revenues

      Operating  revenues  recover operating expenses,  depreciation,  and
capital costs attributable to Grand Gulf 1.  Capital costs are computed by
allowing a return on System Energy's common equity funds allocable to  its
net  investment in Grand Gulf 1 and adding to such amount System  Energy's
effective  interest  cost  for  its debt. System  Energy's  proposed  rate
increase,  which  is subject to refund, is discussed  in  Note  2  to  the
financial statements.

Expenses

Fuel expenses

      In 1998, fuel expenses decreased because of lower generation due to a
scheduled  nuclear refueling outage in April and May of this  year.   There
was no refueling outage in 1997.  Grand Gulf I was on-line for 318 days  in
1998 as compared with 365 days in 1997, and 322 days in 1996.
     
Nuclear refueling outage expenses

      In  1997, nuclear refueling outage expenses increased due  to  costs
that  were  deferred from the November 1996 outage, which  were  amortized
over  an  18-month  period that began in December  1996.   Prior  to  this
outage,  such  costs were expensed as incurred and no such  expenses  were
incurred in 1996.

Other operation and maintenance expenses

      In 1998, other operation and maintenance expenses decreased primarily
because  of lower contract labor and materials and supplies expense.   Also
contributing to the lower expense were insurance and materials and supplies
refunds.

Depreciation, amortization and decommissioning

      In  1997,  depreciation, amortization, and decommissioning  expenses
increased as a result of the reduction of the regulatory asset established
to  defer the depreciation associated with the sale and leaseback in  1989
of  a portion of Grand Gulf 1.  The depreciation was deferred to match the
collection  of lease principal and revenues with the depreciation  of  the
asset.

Other

Other income

      Other  income  increased in both 1998 and 1997 as a  result  of  the
interest earned on System Energy's investment in the money pool, an inter-
company  borrowing  arrangement designed to reduce  the  domestic  utility
companies'   and   System  Energy's  dependence  on  external   short-term
borrowings.


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

Interest charges

      Interest charges decreased in both 1998 and in 1997 due primarily to
the retirement and refinancing of higher-cost long-term debt.

Income taxes

      The  effective income tax rates in 1998, 1997, and 1996 were  42.1%,
42.2%, and 45.4%, respectively.

      The  decrease in the effective income tax rate for 1997 is primarily
due  to  the  impact of recording the tax benefit of Entergy Corporation's
expenses as prescribed by the tax allocation agreement.


<PAGE>  

<TABLE>
<CAPTION>
  
                        SYSTEM ENERGY RESOURCES, INC.
                            STATEMENTS OF INCOME
                                                               
                                                       For the Years Ended December 31,
                                                       1998         1997         1996
                                                                (In Thousands)
<S>                                                   <C>          <C>          <C> 
Operating Revenues                                    $602,373     $633,698     $623,620
                                                      --------     --------     --------
Operating Expenses:                                                                     
  Operation and maintenance:                                                            
     Fuel and fuel-related expenses                     41,740       48,475       43,761
     Nuclear refueling outage expenses                  15,737       16,425        1,239
     Other operation and maintenance                    86,696      101,269      105,453
  Depreciation, amortization, and decommissioning      144,275      147,859      128,474
  Taxes other than income taxes                         26,839       26,477       27,654
  Other regulatory charges                               4,443            -            -
                                                      --------     --------     --------
        Total                                          319,730      340,505      306,581
                                                      --------     --------     --------
                                                                                        
Operating Income                                       282,643      293,193      317,039
                                                      --------     --------     --------
                                                                                        
Other Income:                                                                           
  Allowance for equity funds used                                                       
   during construction                                   2,042        2,209        1,122
  Miscellaneous - net                                   13,309        8,517        5,234
                                                      --------     --------     --------
        Total                                           15,351       10,726        6,356
                                                      --------     --------     --------
                                                                                        
Interest Charges:                                                                       
  Interest on long-term debt                           109,735      121,633      135,376
  Other interest - net                                   6,325        7,020        8,344
  Allowance for borrowed funds used                                                     
   during construction                                  (1,805)      (1,683)      (1,114)
                                                      --------     --------     --------
        Total                                          114,255      126,970      142,606
                                                      --------     --------     --------
                                                                                        
Income Before Income Taxes                             183,739      176,949      180,789
                                                                                        
Income Taxes                                            77,263       74,654       82,121
                                                      --------     --------     --------
                                                                                        
Net Income                                            $106,476     $102,295      $98,668
                                                      ========     ========     ========
                                                                                        
See Notes to Financial Statements.                                                      
                                                                                        
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                     SYSTEM ENERGY RESOURCES, INC.
                       STATEMENTS OF CASH FLOWS
                                                              
                                                              For the Years Ended December 31,
                                                             1998         1997         1996
                                                                     (In Thousands)
<S>                                                         <C>          <C>           <C>
Operating Activities:                                                                         
  Net income                                                $106,476     $102,295      $98,668
  Noncash items included in net income:                                                       
    Other regulatory charges                                   4,443            -            -
    Depreciation, amortization, and decommissioning          144,275      147,859      128,474
    Deferred income taxes and investment tax credits         (28,222)     (39,370)      48,975
     Allowance for equity funds used during construction      (2,042)      (2,209)      (1,122)
  Changes in working capital:                                                                 
    Receivables                                               (1,742)      (9,543)       3,436
    Accounts payable                                          (2,858)      11,172          560
    Taxes accrued                                              1,131        7,852       (4,825)
    Interest accrued                                            (300)       8,127       (2,548)
    Other working capital accounts                            (2,230)      19,054      (13,430)
  Decommissioning trust contributions and realized                                            
   change in trust assets                                    (24,165)     (22,452)     (21,366)
  FERC Settlement - refund obligation                         (5,141)      (4,539)      (4,009)
  Provision for estimated losses and reserves                 66,532       43,216       46,919
  Other                                                        7,047       16,684        7,125
                                                            --------     --------     --------
    Net cash flow provided by operating activities           263,204      278,146      286,857
                                                            --------     --------     --------
                                                                                              
Investing Activities:                                                                         
  Construction expenditures                                  (30,692)     (35,141)     (29,469)
     Allowance for equity funds used during construction       2,042        2,209        1,122
  Nuclear fuel purchases                                     (30,523)     (16,524)     (44,704)
  Proceeds from sale/leaseback of nuclear fuel                30,523       16,524       43,971
                                                            --------     --------     --------
    Net cash flow used in investing activities               (28,650)     (32,932)     (29,080)
                                                            --------     --------     --------
                                                                                              
Financing Activities:                                                                         
  Proceeds from the issuance of:                                                              
    First mortgage bonds                                           -            -      233,656
    Other long-term debt                                     212,976            -      133,933
  Retirement of:                                                                              
    First mortgage bonds                                     (70,000)     (10,000)    (325,101)
    Other long-term debt                                    (230,341)      (7,319)     (92,700)
  Changes in short-term borrowings - net                           -            -       (2,990)
  Common stock dividends paid                                (72,300)    (113,800)    (112,500)
                                                            --------     --------     --------
    Net cash flow used in financing activities              (159,665)    (131,119)    (165,702)
                                                            --------     --------     --------
                                                                                              
Net  increase in cash and cash equivalents                    74,889      114,095       92,075
                                                                                              
Cash and cash equivalents at beginning of period             206,410       92,315          240
                                                            --------     --------     --------
                                                                                              
Cash and cash equivalents at end of period                  $281,299     $206,410      $92,315
                                                            ========     ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                 
  Cash paid during the period for:                                                            
    Interest - net of amount capitalized                    $107,923     $112,387     $139,596
    Income taxes                                            $104,987     $105,621      $36,397
  Noncash investing and financing activities:                                                 
     Change in unrealized appreciation (depreciation) of                                    
    decommissioning trust assets                              $3,205       $1,237         ($70)
                                                                                              
See Notes to Financial Statements.                                                            
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                          SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                                  ASSETS
                                                    
                                                                 December 31,
                                                             1998        1997
                                                                (In Thousands)
<S>                                                         <C>           <C>
Current Assets:                                                                  
  Cash and cash equivalents:                                                     
    Cash                                                        $120         $792
    Temporary cash investments - at cost,                                        
      which approximates market:                                                 
        Associated companies                                  44,458       55,891
        Other                                                236,721      149,727
                                                          ----------   ----------
           Total cash and cash equivalents                   281,299      206,410
  Accounts receivable:                                                           
    Associated companies                                      80,713       79,262
    Other                                                      4,431        4,140
  Materials and supplies - at average cost                    62,203       63,782
  Deferred nuclear refueling outage costs                     12,853        7,777
  Prepayments and other                                        2,592        3,658
                                                          ----------   ----------
           Total                                             444,091      365,029
                                                          ----------   ----------
                                                                                 
Other Property and Investments:                                                  
  Decommissioning trust fund                                 113,282       85,912
                                                          ----------   ----------
                                                                                 
Utility Plant:                                                                   
  Electric                                                 3,030,764    3,025,389
  Electric plant under leases                                440,970      440,970
  Construction work in progress                               57,076       36,445
  Nuclear fuel under capital lease                            64,621       64,190
                                                          ----------   ----------
           Total                                           3,593,431    3,566,994
  Less - accumulated depreciation and amortization         1,198,266    1,086,820
                                                          ----------   ----------
           Utility plant - net                             2,395,165    2,480,174
                                                          ----------   ----------
                                                                                 
Deferred Debits and Other Assets:                                                
  Regulatory assets:                                                             
    SFAS 109 regulatory asset - net                          221,996      243,027
    Unamortized loss on reacquired debt                       57,150       51,386
    Other regulatory assets                                  188,256      192,290
  Other                                                       11,265       14,213
                                                          ----------   ----------
           Total                                             478,667      500,916
                                                          ----------   ----------
           TOTAL                                          $3,431,205   $3,432,031
                                                          ==========   ==========
See Notes to Financial Statements.                                               
</TABLE>
                                        

<PAGE>

<TABLE>
<CAPTION>
                                                         
                          SYSTEM ENERGY RESOURCES, INC.
                                 BALANCE SHEETS
                       LIABILITIES AND SHAREHOLDER'S EQUITY
                                                     
                                                            December 31,
                                                         1998         1997
                                                            (In Thousands)
<S>                                                    <C>           <C>
Current Liabilities:                                                          
  Currently maturing long-term debt                      $175,820      $70,000
  Accounts payable:                                                           
    Associated companies                                   25,975       29,131
    Other                                                  19,420       19,122
  Taxes accrued                                            76,806       75,675
  Interest accrued                                         42,022       42,322
  Obligations under capital leases                         41,835       41,977
  Other                                                     1,542        1,341
                                                       ----------   ----------
           Total                                          383,420      279,568
                                                       ----------   ----------
                                                                              
Deferred Credits and Other Liabilities:                                       
  Accumulated deferred income taxes                       511,749      562,051
  Accumulated deferred investment tax credits              96,695      100,171
  Obligations under capital leases                         22,786       22,213
  FERC Settlement - refund obligation                      43,159       48,300
  Other                                                   329,457      227,847
                                                       ----------   ----------
           Total                                        1,003,846      960,582
                                                       ----------   ----------
                                                                              
Long-term debt                                          1,159,830    1,341,948
                                                                              
Common Shareholder's Equity:                                                  
  Common stock, no par value, authorized                                      
    1,000,000 shares; issued and outstanding                                  
    789,350 shares                                        789,350      789,350
  Retained earnings                                        94,759       60,583
                                                       ----------   ----------
           Total                                          884,109      849,933
                                                       ----------   ----------
                                                                              
Commitments and Contingencies (Notes 2, 9 and 10)                             
                                                                              
           TOTAL                                       $3,431,205   $3,432,031
                                                       ==========   ==========
See Notes to Financial Statements.                                            
                                                                              
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                      SYSTEM ENERGY RESOURCES, INC.
                     STATEMENTS OF RETAINED EARNINGS
                                                         
                                                  For the Years Ended December 31,
                                                   1998        1997        1996
                                                          (In Thousands)
<S>                                                <C>       <C>          <C> 
Retained Earnings, January 1                       $60,583    $72,088     $85,920
                                                                                 
  Add:                                                                           
    Net income                                     106,476    102,295      98,668
                                                                                 
  Deduct:                                                                        
    Dividends declared                              72,300    113,800     112,500
                                                   -------    -------     -------
Retained Earnings, December 31 (Note 8)            $94,759    $60,583     $72,088
                                                   =======    =======     =======
                                                                                 
See Notes to Financial Statements.                                               

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                     SYSTEM ENERGY RESOURCES, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
                                 1998        1997         1996         1995          1994
                                      (In Thousands)
<S>                          <C>          <C>          <C>          <C>          <C>
Operating revenues           $  602,373   $  633,698   $  623,620   $  605,639   $  474,963
Net income                   $  106,476   $  102,295   $   98,668   $   93,039   $    5,407
Total assets                 $3,431,205   $3,432,031   $3,461,293   $3,431,012   $3,613,359
Long-term obligations (1)    $1,182,616   $1,364,161   $1,474,427   $1,264,024   $1,456,993
Electric energy sales (GWH)       8,259        9,735        8,302        7,212        8,653


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



</TABLE>



<PAGE>                   
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Entergy Corporation,
Entergy   Arkansas,   Entergy  Gulf  States,  Entergy  Louisiana,   Entergy
Mississippi, Entergy New Orleans, and System Energy)

       The  accompanying  consolidated  financial  statements  include  the
accounts  of  Entergy Corporation and its direct and indirect subsidiaries,
including the domestic utility companies and System Energy, whose  separate
financial   statements  are  included  in  this  document.   The  financial
statements  presented herein result from these companies having  registered
securities with the SEC.

       As   required  by  generally  accepted  accounting  principles,  all
significant  intercompany  transactions  have  been  eliminated.    Entergy
Corporation's  domestic  utility subsidiaries and  System  Energy  maintain
accounts in accordance with FERC and other regulatory guidelines.   Certain
previously  reported amounts have been reclassified to conform  to  current
classifications, with no effect on net income or shareholders' equity.

      As discussed in Note 12, Entergy Corporation sold its investments  in
Entergy   London   and  CitiPower  in  December  1998.   Accordingly,   the
consolidated balance sheet does not include amounts for these  entities  as
of  December 31, 1998, and the consolidated statements of income  and  cash
flows for 1998 include amounts for Entergy London and CitiPower through the
dates of their respective sales.

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  the
reported  amounts  of assets and liabilities and disclosure  of  contingent
assets  and liabilities, and the reported amounts of revenues and expenses.
Adjustments  to  the  reported amounts of assets  and  liabilities  may  be
necessary  in  the  future to the extent that future  estimates  or  actual
results are different from the estimates used.

Revenues and Fuel Costs

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

       System  Energy's  operating  revenues  recover  operating  expenses,
depreciation, and capital costs attributable to Grand Gulf 1  from  Entergy
Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New  Orleans.
Capital  costs are computed by allowing a return on System Energy's  common
equity  funds allocable to its net investment in Grand Gulf 1, plus  System
Energy's  effective interest cost for its debt allocable to its  investment
in  Grand  Gulf 1. System Energy's proposed rate increase is  discussed  in
Note 2 to the financial statements.

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

      The  domestic utility companies accrue estimated revenues for  energy
delivered since the latest billings.  The domestic utility companies'  rate
schedules  include  either fuel adjustment clauses or fixed  fuel  factors,
both of which allow either current recovery or deferral of fuel costs until
such  costs  are  reflected in the related revenues.   Fixed  fuel  factors
remain  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 from mortgage bond indentures.

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

      Net  utility plant by company and functional category, as of December
31, 1998, is shown below (in millions):

<TABLE>
<CAPTION>
                                                                                                                     
                                               Entergy     Entergy     Entergy      Entergy     Entergy      System
                                   Entergy    Arkansas   Gulf States  Louisiana   Mississippi New Orleans    Energy
<S>                               <C>          <C>       <C>            <C>        <C>            <C>       <C>
Production                                                                                                           
      Nuclear                     $    7,346   $    930  $     2,234    $  1,931   $        -     $     -   $   2,251
      Other                            1,453        343          626         210          203           9           -
Transmission                           1,581        448          482         318          302          21          10
Distribution                           3,094        937          825         732          438         162           -
Other                                    489        100          152          52           91          16          13
Plant acquisition adjustment -                                                                                       
      Entergy Gulf States                423          -            -           -            -           -           -
Other                                     99          -           31           -            -          68           -
Construction Work in Progress            911        202          105          85           35          20          57
Nuclear Fuel                             312         96           46          76            -           -          64
      (leased and owned)                                                                                             
Accumulated Provision for                                                                                            
      Decommissioning (1)               (379)      (253)         (54)        (72)           -           -           -
                                  -----------------------------------------------------------------------------------
        Utility Plant - Net       $   15,329  $   2,803  $     4,447    $  3,332  $     1,069   $     296   $   2,395
                                  ===================================================================================
</TABLE>

 (1) The  decommissioning  liability related  to  the  30%  of  River  Bend
     previously   owned  by  Cajun  and  System  Energy's   decommissioning
     liability  are recorded on the respective Balance Sheets in  "Deferred
     Credits and Other Liabilities - Other".

      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>
                   Entergy    Entergy      Entergy     Entergy       Entergy     System
         Entergy  Arkansas  Gulf States  Louisiana   Mississippi   New Orleans   Energy
  <S>     <C>       <C>        <C>          <C>          <C>           <C>         <C>
  1998    3.0%      3.3%       2.6%         3.0%         2.5%          3.1%        3.3%
  1997    3.2%      3.1%       2.8%         3.0%         2.5%          3.1%        3.4%
  1996    3.0%      3.2%       2.7%         3.0%         2.4%          3.1%        3.3%
                
</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  jointly  own  electric
generating  facilities  with third parties.  The investments  and  expenses
associated  with these generating stations are recorded by the subsidiaries
to  the  extent of their respective undivided ownership interests.   As  of
December   31,   1998,   the  subsidiaries'  investment   and   accumulated
depreciation in each of these generating stations were as follows:

<TABLE>
<CAPTION>
                                                         Total                              
                                                        Megawatt                            Accumulated
Generating Stations                       Fuel Type    Capability  Ownership    Investment  Depreciation
                                                                                     (In Millions)
<S>                    <C>                   <C>       <C>          <C>         <C>           <C>
Entergy Arkansas                                                                            
 Independence          Unit 1                Coal        836        31.50%      $ 118        $  50
                       Common Facilities     Coal                   15.75%         30           12
 White Bluff           Units 1 and 2         Coal      1,659        57.00%        399          188
Entergy Gulf States                                                                          
 Roy S. Nelson         Unit 6                Coal        550        70.00%        401          187
 Big Cajun 2           Unit 3                Coal        540        42.00%        224           99
Entergy Mississippi -                                                                        
 Independence          Units 1 and 2         Coal      1,678        25.00%        224           89
System Energy -                                                                              
 Grand Gulf            Unit 1               Nuclear    1,200        90.00%(1)   3,454        1,197
Entergy Power -                                                                              
 Independence          Unit 2                Coal        842        14.37%         81           30
</TABLE>

(1)Includes  an  11.5%  leasehold interest held by System  Energy.   System
   Energy's Grand Gulf 1 lease obligations are discussed in Note 10 to  the
   financial statements.

Income Taxes

      Entergy  Corporation and its subsidiaries file  a  U.S.  consolidated
federal  income tax return.  Income taxes are allocated to the subsidiaries
in  proportion to their contribution to consolidated taxable  income.   SEC
regulations require that no Entergy Corporation subsidiary pay  more  taxes
than it would have paid if a separate income tax return had been filed.  In
accordance  with  SFAS 109, "Accounting for Income Taxes", deferred  income
taxes  are recorded for all temporary differences between the book and  tax
basis  of  assets  and liabilities, and for certain credits  available  for
carryforward.

      Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion of  the
deferred  tax  assets  will  not  be realized.   Deferred  tax  assets  and
liabilities are adjusted for the effects of changes in tax laws  and  rates
on the date of enactment.

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

Distribution Licenses

      Distribution licenses represented the identifiable intangible  assets
related  to  London  Electricity  and  CitiPower  that  exclusively  permit
distribution services to be provided within defined territories.  Prior  to
the  sales  of Entergy London and CitiPower, licenses were being  amortized
over  40  years using the straight-line method during the periods in  1998,
1997, and 1996 in which Entergy owned these entities.

Reacquired Debt

     The premiums and costs associated with reacquired debt of the domestic
utility  companies  and  System  Energy  (except  that  allocable  to   the
deregulated operations of Entergy Gulf States) are being amortized over the
life of the related new issuances, in accordance with ratemaking treatment.

Cash and Cash Equivalents

      Entergy  considers  all unrestricted highly liquid  debt  instruments
purchased  with  an original maturity of three months or less  to  be  cash
equivalents.

Investments

       Entergy  applies  the  provisions  of  SFAS  115,  "Accounting   for
Investments  for  Certain Debt and Equity Securities",  in  accounting  for
investments  in  decommissioning trust funds.  As  a  result,  Entergy  has
recorded on the consolidated balance sheet $99 million of additional  value
in  the  decommissioning trust funds of the domestic utility companies  and
System Energy.  This increase represents the amount by which the fair value
of  the  securities held in such funds exceeds the amounts  deposited  from
rate  recovery,  plus  the related earnings on the amounts  deposited.   In
accordance  with the regulatory treatment for decommissioning trust  funds,
Entergy has recorded an offsetting amount in unrealized gains on investment
securities as a regulatory liability in other deferred credits.

Foreign Currency Translation

      All  assets  and  liabilities of Entergy's foreign  subsidiaries  are
translated into U.S. dollars at the exchange rate in effect at the  end  of
the period.  Revenues and expenses are translated at average exchange rates
prevailing  during the period.  The resulting translation  adjustments  are
reflected  in  a  separate  component  of  shareholders'  equity.   Current
exchange  rates are used for U.S. dollar disclosures of future  obligations
denominated  in  foreign currencies.  No representation is  made  that  the
foreign  currency denominated amounts have been, could have been, or  could
be  converted  into U.S. dollars at the rates indicated  or  at  any  other
rates.

Earnings per Share

      The  average number of common shares outstanding for the presentation
of  diluted  earnings  per share for the years 1998, 1997,  and  1996  were
greater   by   approximately   176,000,  140,000,   and   165,000   shares,
respectively, than the number of such shares for the presentation of  basic
earnings  per  share  due  to  Entergy's  stock  option  and  other   stock
compensation plans discussed more thoroughly in Note 5.

     Options to purchase approximately 149,000, 225,000, and 235,000 shares
of  common  stock at various prices were outstanding at the  end  of  1998,
1997,  and 1996, respectively, but were not included in the computation  of
diluted  earnings  per  share  because the options'  exercise  prices  were
greater  than the market price of the common shares at the end of  each  of
the years presented.

Application of SFAS 71

     The domestic utility companies and System Energy currently account for
the  effects of regulation pursuant to SFAS 71, "Accounting for the Effects
of  Certain Types of Regulation".  This statement applies to the  financial
statements  of a rate-regulated enterprise that meets three criteria.   The
enterprise must have rates that (i) are approved by the regulator; (ii) are
cost-based;  and  (iii)  can  be charged to and collected  from  customers.
These  criteria  may also be applied to separable portions of  a  utility's
business, such as the generation or transmission functions, or to  specific
classes  of  customers.   If an enterprise meets  these  criteria,  it  may
capitalize  costs that would otherwise be charged to expense  if  the  rate
actions  of  its  regulator  make it probable  that  those  costs  will  be
recovered  in  future  revenue.  Such capitalized costs  are  reflected  as
regulatory  assets  in  the  accompanying  financial  statements.  SFAS  71
requires   that  rate-regulated  enterprises  assess  the  probability   of
recovering  their regulatory assets at each balance sheet  date.   When  an
enterprise  concludes  that recovery of a regulatory  asset  is  no  longer
probable,  the  regulatory asset must be removed from the entity's  balance
sheet.

      SFAS 101, "Accounting for the Discontinuation of Application of  FASB
Statement  No.  71", specifies how an enterprise that ceases  to  meet  the
criteria  for  application of SFAS 71 for all or  part  of  its  operations
should report that event in its financial statements.  In general, SFAS 101
requires  that the enterprise report the discontinuation of the application
of  SFAS 71 by eliminating from its balance sheet all regulatory assets and
liabilities  related  to the applicable segment.  Additionally,  if  it  is
determined that a regulated enterprise is no longer recovering all  of  its
costs  and  therefore  no longer qualifies for SFAS 71  accounting,  it  is
possible that an impairment may exist that could require further write-offs
of plant assets.

      During 1997, EITF 97-4: "Deregulation of the Pricing of Electricity -
Issues  Related to the Application of FASB Statements No. 71 and  101"  was
issued.   This  pronouncement specifies that SFAS 71 should be discontinued
at  a  date no later than when the details of the transition to competition
plan  for  all or a portion of the entity subject to such plan  are  known.
However,  other factors could cause the discontinuation of SFAS  71  before
that  date.  Additionally, EITF 97-4 promulgates that regulatory assets  to
be  recovered through cash flows derived from another portion of the entity
that  continues  to apply SFAS 71 should not be written off;  rather,  they
should be considered regulatory assets of the segment that will continue to
apply SFAS 71.

      As  of  December  31,  1998, the majority  of  the  domestic  utility
companies'  and  System Energy's operations continue to meet  each  of  the
criteria  required for the use of SFAS 71, and the companies have  recorded
significant regulatory assets.

     During 1996, FERC issued orders that require utilities to provide open
access  to  their transmission system to promote a more competitive  market
for  wholesale  power sales.  As described in Note 2, the domestic  utility
companies have filed transition-to-competition proposals with their  retail
regulators  providing,  among  other things, for  accelerated  recovery  of
certain  capitalized  costs  to  facilitate  an  orderly  transition  to  a
competitive  retail  power market.  In response to these  filings,  certain
regulatory   commissions  have  begun  proceedings   to   consider   retail
competition in their jurisdictions.

      Regulators, other than in Arkansas, have generally deferred action on
the  plans  in  lieu of their general proceedings on competition.   Entergy
cannot,  at this time, predict the completion dates or ultimate outcome  of
these  proceedings.  Accordingly, the domestic utility companies and System
Energy  anticipate  that they will continue to meet the  criteria  for  the
application of SFAS 71 in the foreseeable future.

Domestic Deregulated Operations

    Entergy  Gulf States discontinued regulatory accounting principles  for
its wholesale jurisdiction and its steam department during 1989 and for the
Louisiana retail deregulated portion of River Bend in 1991.  The latter was
in  accordance  with a deregulated asset plan representing  an  unregulated
portion  (approximately  24%)  of  River  Bend  (plant  costs,  generation,
revenues, and expenses) established pursuant to a January 1992 LPSC  order.
The  plan  allows Entergy Gulf States to sell such generation to  Louisiana
retail customers at 4.6 cents per KWH or off-system at higher prices,  with
certain provisions for sharing such incremental revenue above 4.6 cents per
KWH between ratepayers and shareholders.

    The  results of these deregulated operations (before interest  charges)
for  the  years ended December 31, 1998, 1997, and 1996 are as follows  (in
thousands):

<TABLE>
<CAPTION>

                                                       1998        1997         1996
<S>                                                  <C>         <C>           <C>
Operating Revenues                                   $ 178,303   $ 155,471     $174,751
Operating Expenses                                                                     
        Fuel, operating, and maintenance               137,579      89,987      119,784
        Depreciation                                    39,497      36,351       31,455
                                                     ---------   ---------    ---------
Total Operating Expense                                177,076     126,338      151,239
Income Tax Expense                                       1,154       9,416        9,598
                                                     ---------   ---------    ---------
  Net Income From Deregulated Utility Operations     $      73   $  19,717    $  13,914
                                                     =========   =========    =========
</TABLE>


      The  net investment associated with these deregulated operations  was
approximately  $864 million as of December 31, 1998.  This amount  includes
Cajun's interest in River Bend, which was transferred by Cajun's Trustee in
Bankruptcy  to  Entergy Gulf States in late 1997 at a fair  value  of  $139
million,  based  on  management's estimate of its  value  at  the  time  of
transfer.

Impairment of Long-Lived Assets

      Entergy  periodically reviews long-lived assets  whenever  events  or
changes  in circumstances indicate that recoverability of these  assets  is
uncertain.  Generally, the determination of recoverability is based on  the
net  cash  flows  expected  to  result from  such  operations  and  assets.
Projected  net  cash flows depend on the future operating costs  associated
with  the  assets,  the  efficiency and  availability  of  the  assets  and
generating  units,  and the future market and price  for  energy  over  the
remaining  life of the assets.  Based on current estimates of  future  cash
flows,  management anticipates that future revenues from  such  assets  and
operations of Entergy will fully recover all related costs.

      Assets  regulated under traditional cost-of-service  ratemaking,  and
thereby  subject  to  SFAS  71 accounting, are  generally  not  subject  to
impairment  because this form of regulation assures that all allowed  costs
are  subject  to recovery.  However, certain deregulated assets  and  other
operations  of  the domestic utility companies totaling approximately  $1.6
billion  (pre-tax) could be affected in the future.  Those  assets  include
Entergy Arkansas' and Entergy Louisiana's retained shares of Grand Gulf  1,
Entergy   Gulf  States'  Louisiana  deregulated  asset  plan,   the   Texas
jurisdiction abeyed portion of the River Bend plant and the portion of  the
plant   transferred  from  Cajun,  and  wholesale  jurisdiction  and  steam
department operations.

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

      System  Energy filed a rate increase request with FERC in  May  1995,
which,  among other things, proposed a change in the accounting recognition
of  incremental nuclear refueling outage costs from that of expensing those
costs  as  incurred  to  deferring  and amortizing  those  costs  over  the
operating  period immediately following the nuclear refueling  outage.   As
described  in  Note  2,  the FERC ALJ issued an initial  decision  in  this
proceeding  in July 1996, agreeing to the change in recognition  of  outage
costs  proposed by System Energy.  Accordingly, System Energy deferred  the
refueling  outage  costs incurred in the fourth quarter  of  1996.   As  of
December 31, 1996, System Energy's current assets included $24.0 million in
deferred nuclear refueling outage costs, which were amortized over the next
fuel  cycle (approximately 18 months).  Amortization of these costs in  the
fourth quarter of 1996 and in 1997 and 1998 amounted to $1.2 million, $16.4
million,  and  $6.4  million, respectively.  This change  had  no  material
impact  on the net income of either Entergy or System Energy because System
Energy  is  recovering  the refueling outage costs from  Entergy  Arkansas,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and  these
companies, in turn, will recover these costs from their ratepayers.

Derivative Financial Instruments

      Entergy uses a variety of derivative financial instruments, including
interest  rate and foreign currency swaps, and natural gas and  electricity
futures,  forwards, and options, as a part of its overall  risk  management
strategy.

     Entergy accounts for derivative financial instruments used to mitigate
risk  in  accordance  with hedge accounting.  If such  interest  rate  swap
derivatives  were  to  be sold or terminated, any gain  or  loss  would  be
deferred and amortized over the remaining life of the debt instrument being
hedged  by the interest rate swap.  If the debt instrument being hedged  by
the  interest  rate  swaps  were  to be  extinguished,  any  gain  or  loss
attributable  to  the  swap  would  be recognized  in  the  period  of  the
transaction.

      Entergy's power marketing and trading business enters into sales  and
purchases  of electricity and natural gas for delivery up to 12  months  in
the  future.   Financial instruments used in connection with marketing  and
trading  activities  are  accounted for using  the  mark-to-market  method.
Under   the  mark-to-market  method  of  accounting,  derivative  financial
instruments  are reflected at market value with resulting unrealized  gains
and losses recognized currently in income.

      Additional  information concerning Entergy's  derivative  instruments
outstanding as of December 31, 1998 is included in Notes 7, 9,  and  12  to
the financial statements.

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.  The estimated fair value of derivative financial
instruments is based on market quotes of the applicable interest or foreign
currency  exchange  rates,  or  a  survey of  electricity  forward  prices.
Considerable  judgment  is required in developing  the  estimates  of  fair
value.   Therefore, estimates are not necessarily indicative of the amounts
that  Entergy  could  realize in a current market exchange.   In  addition,
gains  or  losses  realized  on  financial instruments  held  by  regulated
businesses may be reflected in future rates and therefore do not accrue  to
the benefit or detriment of stockholders.

      Entergy  considers  the  carrying amounts  of  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.   For  these  reasons,  and
because  of  the related-party nature of these commitments and  guarantees,
determination  of  fair  value is not considered  practicable.   Additional
information regarding financial instruments is included in Notes 4,  5,  7,
and 9 to the financial statements.

New Accounting Pronouncements

      In  June  1998, the FASB issued SFAS 133, "Accounting for  Derivative
Instruments and Hedging Activities," which will be effective for Entergy in
2000.  This  statement requires that all derivatives be recognized  in  the
statement  of  financial  position  as either  assets  or  liabilities  and
measured  at  fair value.  The statement also requires the designation  and
reassessment  of all hedging relationships.  The changes in fair  value  of
derivatives  will  be  recognized in earnings or in  comprehensive  income,
depending on the type of hedge relationship involved.  The adoption of SFAS
133  is  not expected to have a material effect on the financial  position,
results of operations, or cash flows of Entergy Corporation.

      During  1998, the American Institute of Certified Public  Accountants
issued  Statement  of Position (SOP) 98-1, "Accounting  for  the  Costs  of
Computer  Software Developed or Obtained for Internal Use", which  will  be
effective  for  Entergy in 1999.  This SOP requires that computer  software
costs  that  are incurred in the preliminary project stage be  expensed  as
incurred.   Once  the  capitalization criteria of the SOP  have  been  met,
external  direct  cost  of materials and services  used  in  developing  or
obtaining  internal use computer software, as well as payroll and  payroll-
related  costs  of  employees (to the extent  of  time  spent  directly  on
internal  use computer software projects), and interest costs  incurred  in
developing  such computer software should be capitalized.   Training  costs
and  data  conversion  costs should be expensed as incurred,  with  certain
exceptions.  The  adoption of SOP 98-1 is not expected to have  a  material
effect  on the financial position, results of operations, or cash flows  of
Entergy Corporation.


NOTE 2.   RATE AND REGULATORY MATTERS

Retail Rate Proceedings

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

      In  December  1997, the APSC approved a settlement  agreement,  which
provides for the following:

     o accelerated amortization of Entergy Arkansas' Grand Gulf purchased
       power obligation in an amount totaling $165.3 million over the period 
       from January 1999 to June 2004;
     o the establishment of a transition cost account to collect earnings in
       excess of an 11% return on equity to offset against stranded costs when
       retail access is implemented;
     o a rate freeze for at least a three-year period;
     o the establishment of four generic dockets to address competition and
       transition issues that must be resolved prior to retail access; and
     o rate decreases totaling $200 million over the two-year period 1998-
       1999.  However, the net income effect from these reductions is  only
       approximately $22 million.

During  1998,  Entergy Arkansas' operating expenses reflected  reserves  of
$74.0  million  ($45 million net of taxes) to record the  1998  accrual  of
excess  earnings  and an adjustment of the December 1997  accrual.   As  of
December  31, 1998, the transition cost account balance was $90.6  million.
Additional reserves may also be required in 1999 based on earnings reviews.
In  management's opinion, Entergy Arkansas continues to meet  each  of  the
criteria  required  for the continued application of  SFAS  71.   Refer  to
"Application of SFAS 71" in Note 1 for a discussion of this issue.

Filings with the PUCT and Texas Cities

Recovery of River Bend Costs  (Entergy Corporation and Entergy Gulf States)

     In  March 1998, the PUCT issued an order disallowing recovery of  $1.4
billion  of  company-wide abeyed River Bend plant costs  and  approximately
$157 million of Texas retail jurisdiction deferred River Bend operating and
carrying   costs  (Abeyed  Deferrals).   Based  on  its  long-lived   asset
impairment policy, Entergy Gulf States wrote off Abeyed Deferrals  of  $169
million, net of tax, effective January 1, 1996.  The River Bend plant costs
have been held in abeyance since 1988, during which time they have been the
subject  of  several appeals by Entergy Gulf States.  As  of  December  31,
1998, such costs (net of taxes and depreciation) totaled approximately $249
million.
     
     Following denial by the PUCT of its motion for rehearing, Entergy Gulf
States  has again appealed the PUCT's decision on this matter to the Travis
County  District Court in Texas.  The settlement agreement discussed below,
if  approved, would require that Entergy Gulf States not act on its  appeal
before  January  1,  2002 and would limit the potential  recovery  to  $115
million net plant in service as of January 1, 2002, less depreciation  over
the  remaining life of the plant beginning January 1, 2002 through the date
the  plant costs are included in rate base, provided that any such recovery
shall  not  be  used to increase rates above the level  agreed  to  in  the
settlement agreement.  Based on advice of counsel, management believes that
it  is  probable that the matter will be remanded again to the PUCT  for  a
further  ruling  on  the  prudence of the abeyed  plant  costs  and  it  is
reasonably  possible that some portion of these costs will be  included  in
rate  base.   Therefore,  management believes that the  reserves  discussed
below  are  adequate to reflect the probable outcome of  the  abeyed  plant
costs  proceeding,  but  no assurance can be given that  additional  future
reserves or write-offs will not be required.

      In October 1998, the PUCT issued a final order in the judicial remand
of  the  PUCT's  1988 decision to require Entergy Gulf States  to  use  tax
benefits  generated  by disallowed expenses to reduce  rates.   The  PUCT's
order  reduced  the  amount  of  the requested  recovery  to  $75  million,
primarily by reducing the requested carrying costs based on an overall rate
of  return  to  the  amounts allowed for the over-  and  under-billing  for
utility  service.  This allowed recovery was used to offset the retroactive
rate  refund discussed below.  Following the overruling of its  motion  for
rehearing,  Entergy Gulf States filed an appeal in November 1998 contending
that  the  PUCT had improperly reduced its recovery.  No assurance  can  be
given  as to the timing or outcome of the appeal.  The settlement discussed
below,  if  approved,  would require Entergy Gulf States  to  dismiss  this
appeal.

Rate Proceedings  (Entergy Corporation and Entergy Gulf States)

      As  the  result of an investigation of the reasonableness of  Entergy
Gulf  States'  rates, the PUCT in March 1995 ordered an  annual  base  rate
reduction of $36.5 million retroactive to March 31, 1994, which resulted in
a  1995 refund to customers of $61.8 million (including interest).  Entergy
Gulf  States  and  other  parties have appealed  the  PUCT  order,  but  no
assurance  can  be given as to the timing or outcome of  the  appeal.   The
settlement discussed below, if approved, would require Entergy Gulf  States
and other signatories to the settlement to dismiss this appeal.

      In accordance with the Merger agreement, Entergy Gulf States filed  a
rate  proceeding  with the PUCT in November 1996.  In April  1996,  certain
cities served by Entergy Gulf States (Cities) instituted investigations  of
the  reasonableness of Entergy Gulf States' rates.  In May 1996, the Cities
agreed  to  forego their pending investigation based on the assurance  that
any  rate decrease ordered in the November 1996 filing would be retroactive
to  June  1,  1996,  with accrued interest until refunded.   The  agreement
further   provided  that  no  base  rate  increase  would  be  retroactive.
Subsequent  to  the  November  1996 filing, the  Cities  passed  ordinances
reducing Entergy Gulf States' rates by $43.6 million.  Entergy Gulf  States
appealed  these ordinances to the PUCT, and these appeals were consolidated
in  the  November  1996 rate proceeding before the  PUCT.   A  proposal  to
achieve  an  orderly  transition to retail electric competition  in  Texas,
similar  to the filing described below that Entergy Gulf States  made  with
the  LPSC, was included in the November 1996 filing.  This filing with  the
PUCT was litigated in four phases as follows:

    1. fuel factor/fuel reconciliation phase, of which Entergy Gulf States
       believes there was an under-recovered fuel balance of $41.4 million,
       including interest, for the period from July 1995 to June 1996;
    2. revenue requirement phase;
    3. cost allocation/rate design phase; and
    4. competitive issues phase.

A  supplemental filing with respect to the fourth phase was made  with  the
PUCT  in  April  1997,  outlining a comprehensive  market  reform  proposal
calling  for  the  establishment  of retail  competition,  service  quality
standards,  a regional power exchange, and an independent system  operator.
Entergy  Gulf  States  requested from the PUCT a reciprocal  commitment  to
provide  an  opportunity  for  the  full  recovery  of  prudently  incurred
investments  previously approved by regulators.  The rebuttal testimony  of
Entergy  Gulf  States  in the competition phase of the  case  modified  its
position  to  include  elements from the 1997  proposed  Texas  legislation
addressing retail access.  Most notable were the provisions calling  for  a
transition period through the year 2001 and rate reductions for residential
and most commercial customers.

      In  June  1998, the PUCT began its deliberations on the Entergy  Gulf
States'  rate  case  filed  in November 1996.   The  PUCT  did  not  accept
settlements  filed  in March and June of 1998 by Entergy  Gulf  States  and
various  intervenor groups.  In July 1998, the PUCT issued  an  order  and,
after  making  modifications  on rehearing,  issued  its  second  order  on
rehearing  in October 1998.  The second order on rehearing reduces  Entergy
Gulf  States' Texas rates by approximately $111 million annually  effective
December  18,  1998,  offset through May 1999 by  accelerated  recovery  of
accounting order deferrals, resulting in a net reduction of $69 million  on
an  annual  basis through that date.  This order also required a refund  of
$76 million, subject to a true-up adjustment.  This refund is calculated as
a  rate  reduction  and service quality refund retroactive  to  June  1996,
offset  by  the accelerated recovery of the accounting order  deferrals,  a
fuel  surcharge, and recovery of amounts allowed in the income  tax  remand
case  discussed above.  This refund amount was reduced by $32 million  from
the  original refund ordered in the July 1998 order, but was offset by  the
passage  of time from the original rate reduction's assumed effective  date
of  August  1998  to  the new assumed effective date of December  1,  1998.
Entergy Gulf States filed a motion for reconsideration, which was overruled
by the PUCT.  The refunds pursuant to the PUCT's order began in August 1998
and  the  ordered rate decrease was implemented in December 1998.   Entergy
Gulf States has appealed the PUCT's October 1998 order on rehearing, but no
assurance  can  be given as to the timing or outcome of  the  appeal.   The
settlement discussed below, if approved, would require Entergy Gulf  States
to  dismiss  this  appeal.   During 1997 and  1998,  Entergy  Gulf  States'
operating revenues reflected reserves of $381 million ($227 million net  of
taxes) and $114.3 million ($68.1 million net of taxes), respectively, which
were  recorded based on management's estimates of the probable  outcome  of
the rate case and abeyed plant cost proceedings.

      In  the PUCT's October 1998 second order on rehearing, the PUCT  also
disallowed  recovery  of approximately $49 million of  Entergy's  affiliate
costs allocated to Entergy Gulf States in Texas.  Entergy's affiliate costs
principally result from:

     o managing fossil and nuclear generating plants;
     o managing transmission and distribution systems;
     o providing human resources, accounting, and legal services; and
     o providing other necessary services to Entergy Corporation's electric
       utility subsidiaries.
  
     The  PUCT  has  published proposed "Code of Conduct"  rules  governing
affiliate  transactions.   Although these  rules  have  not  been  adopted,
management believes that the rules, if adopted as proposed, would  severely
restrict  the type and extent of services that Entergy's service  companies
could provide to Entergy Gulf States.  Management believes that adoption of
these  rules would result in higher costs for Entergy Gulf States  and  its
Texas  and  Louisiana  customers.  Other state  or  local  regulators  with
jurisdiction over Entergy's utility subsidiaries may propose similar  rules
in  the  future.  Legislation currently pending in Texas and Arkansas  also
includes provisions governing affiliate transactions or the competitive use
of information obtained in the course of the regulated utility business.
     
     In  November  1998, Entergy Gulf States filed a new  rate  application
with  the  PUCT requesting the approval of tariffs and riders  designed  to
collect a total non-fuel base rate revenue requirement for the Texas retail
jurisdiction of $457.2 million based on the test year ended June 30,  1998.
In  December  1998, Entergy Gulf States updated this filing to reflect  the
base  rate  revenues from the PUCT's October 1998 second order on rehearing
in its cost of service study.  In the update, Entergy Gulf States agreed to
cap  the base rate revenue requirement at the level proposed in the initial
filing.   The  modified filing seeks an annualized base  rate  increase  of
$84.6  million  through  January  31, 2000 and  $95.5  million  thereafter.
Management cannot predict the ultimate outcome of this rate proceeding.
     
     On  February  1, 1999, Entergy Gulf States entered into  a  settlement
agreement  with all but one of the parties to Entergy Gulf States'  pending
Texas rate proceeding.  If approved, the settlement agreement would resolve
the  pending approval of Entergy Gulf States' 1996 rate proceedings as well
as  its  1998  rate proceedings and all pending appeals in  other  matters,
except  for  the  appeal in the River Bend cost recovery  proceeding.   The
settlement agreement provides for the following:
     
     o an annual $4.2 million base rate reduction, effective March 1, 1999,
       which is in addition to the annual $69 million base rate reduction 
       (net of River Bend accounting order deferrals) in the PUCT's second 
       order on rehearing in October 1998;
     o a reduced fixed fuel factor, effective March 1, 1999;
     o a methodology for semi-annual revisions of the fixed fuel factor based
       on the market price of natural gas;
     o a base rate freeze through June 1, 2000;
     o remaining River Bend accounting order deferrals as of January 1, 1999,
       are to be amortized over three years on a straight-line basis, 
       provided that such accounting order deferrals shall not be recognized 
       in  any subsequent base rate case or stranded cost calculation;
     o the dismissal of all pending appeals relating to Entergy Gulf States'
       proceedings with the PUCT, except the River Bend appeal discussed below;
       and
     o the potential recovery in the River Bend appeal is limited to $115
       million net plant in service as of January 1, 2002, less depreciation 
       over the remaining life of the plant beginning January 1, 2002 through 
       the date the plant costs are included in rate base, provided that any 
       such recovery shall not be used to increase rates above the level 
       agreed to in the settlement agreement.

On  February  19, 1999, the PUCT approved the implementation of  new  rates
consistent with the terms of the settlement agreement on an interim  basis,
pending  final  approval of the settlement agreement.  The new  rates  were
made  effective  on March 1, 1999.  The PUCT will hold  a  hearing  on  the
settlement agreement on April 13, 1999, and a final decision is expected in
May  1999.   Management cannot predict the likelihood that  the  PUCT  will
approve the settlement agreement.
     
PUCT Fuel Cost Review  (Entergy Corporation and Entergy Gulf States)

     In December 1995, Entergy Gulf States filed a fuel and purchased power
reconciliation  filing  with the PUCT to recover $22.4  million,  including
interest, of fuel under-recoveries incurred during the period from  January
1994  through  June 1995.  The PUCT issued an order on rehearing  approving
the recovery of $18.5 million of the under-recovered fuel balance.  Entergy
Gulf States has appealed portions of the PUCT's order to the Texas District
Court.   No  assurance can be given as to the timing or  outcome  of  these
appeals.   The  settlement agreement discussed above,  if  approved,  would
require Entergy Gulf States to dismiss this appeal.

     In  September 1998, Entergy Gulf States filed an application with  the
PUCT  for  an  increase in its fixed fuel factor and a surcharge  to  Texas
retail  customers for the cumulative under-recovery of fuel  and  purchased
power  costs.   The proposed increase in the fixed fuel factor  would  have
resulted  in increased revenues of $55.6 million annually compared  to  the
then  current  fixed fuel factor.  The proposed surcharge was  designed  to
recover  $128.1  million,  including interest,  for  fuel  under-recoveries
incurred  during the period from July 1996 through June 1998.  Hearings  on
this application were held in October 1998, and the PUCT issued an order in
December  1998.   The  PUCT's order adopted the terms  of  a  non-unanimous
stipulation  whereby  a  revised fuel factor and fuel  surcharge  would  be
implemented  that  would  result in increased  revenues  of  $42.4  million
annually  and  recovery  of $112.1 million of under-recovered  fuel  costs,
inclusive  of  interest,  over  a 24-month period.   These  increases  were
implemented  in  the  first billing cycle in February 1999.   As  discussed
above,  Entergy Gulf States has entered into a settlement agreement in  its
pending  base  rate proceeding under which the fixed fuel  factor  will  be
reduced effective March 1, 1999 and will be adjusted thereafter on a  semi-
annual  basis.  This fuel factor reduction was approved by the PUCT  on  an
interim basis on February 18,1999.  All amounts at issue in this proceeding
will  be the subject of a future fuel reconciliation proceeding before  the
PUCT,  at  which  time  the PUCT will consider the  reasonableness  of  the
Entergy  Gulf States' fuel and purchased power expenses extending  back  to
July  1, 1996.  Management cannot predict the ultimate outcome of the  fuel
reconciliation proceeding.

NISCO Unrecovered Costs  (Entergy Corporation and Entergy Gulf States)

     In 1986, the PUCT ordered that the purchased power costs from NISCO in
excess  of  Entergy  Gulf States' avoided costs be  disallowed.   The  PUCT
disallowance  resulted  in  approximately $12 million  to  $15  million  of
unrecovered  purchased power costs on an annual basis, which  Entergy  Gulf
States continued to expense as the costs were incurred.  In April 1991, the
Texas  Supreme  Court  ordered the PUCT to allow  Entergy  Gulf  States  to
recover reasonable and necessary purchased power payments in excess of  its
avoided  cost  in future proceedings.  Based on a January  1992  filing  by
Entergy  Gulf  States  requesting a new  fixed  fuel  factor  and  a  final
reconciliation of fuel and purchased power costs incurred between  December
1986  and  September 1991, the PUCT in June 1993 concluded  that  purchased
power costs from NISCO in excess of Entergy Gulf States' avoided costs were
not reasonably incurred.  In October 1993, Entergy Gulf States appealed the
PUCT's order to the Travis County District Court where the matter is  still
pending.  As of December 31, 1998, Entergy Gulf States had recorded  $200.2
million  of unrecovered purchased power costs and deferred revenue  pending
the  appeal  to the District Court.  No assurance can be given  as  to  the
timing  or outcome of the appeal. The settlement agreement discussed above,
if approved, would require Entergy Gulf States to dismiss this appeal.

Filings with the LPSC

(Entergy Corporation and Entergy Gulf States)

Annual Earnings Reviews

     In May 1995, Entergy Gulf States filed its second required post-Merger
earnings  analysis  with the LPSC.  Hearings on this review  were  held  in
December 1995.  In October 1996, the LPSC issued an order requiring a $33.3
million  annual  base  rate  reduction and  a  $9.6  million  refund.   One
component of the rate reduction removes from base rates approximately $13.4
million annually of costs that will be recovered in the future through  the
fuel  adjustment  clause.  Subsequently, Entergy Gulf States  appealed  the
LPSC's  order and obtained an injunction to stay the order, except  insofar
as  it  requires  the  $13.4 million reduction, which Entergy  Gulf  States
implemented  in  November 1996.  In addition, pursuant to an  October  1996
settlement  with the LPSC, Entergy Gulf States will be allowed  to  recover
$8.1  million  annually related to certain gas transportation  and  storage
facilities  costs.   This amount will be applied as an offset  against  any
refund  that  may be required by a final judgment in Entergy  Gulf  States'
appeal of the second post-Merger earnings review order.

      In May 1996, Entergy Gulf States filed its third required post-Merger
earnings analysis with the LPSC.  Based on this filing, Entergy Gulf States
implemented  a  $5.3  million  annual rate  reduction  in  June  1996.   In
September  1998, the LPSC issued an order in the third required post-Merger
earnings  analysis that required a refund of $44.8 million for  the  period
June  1996  through  May 1997, and a prospective rate  reduction  of  $54.6
million  effective  September 20, 1998.  Entergy Gulf States  has  appealed
this  order and has been granted injunctive relief pending a final decision
on appeal.

     In May 1997, Entergy Gulf States filed its fourth post-Merger earnings
analysis  with  the  LPSC.  Hearings were concluded in  1998  and  a  final
decision by the LPSC is expected during the first half of 1999.

     In  May 1998, Entergy Gulf States filed its fifth required post-Merger
earnings analysis with the LPSC.  This filing will be subject to review  by
the LPSC, which may result in a change in rates.  Hearings are scheduled to
begin in May 1999.

      In  July  1998, Entergy Gulf States implemented an $18  million  rate
reduction  effective July 29, 1998 to reflect reductions that are  expected
to  occur as a result of Entergy Gulf States' annual earnings reviews.   In
addition, Entergy Gulf States' operating revenues during the fourth quarter
of  1998  reflect reserves of $102.2 million ($60.9 million net  of  taxes)
based  on  management's estimates of the probable outcome  of  such  annual
earnings  reviews  as  well as the LPSC fuel cost review  discussed  below.
Proceedings  on  issues in the second, third, fourth and fifth  post-Merger
earnings analyses will continue.

LPSC Fuel Cost Review

      In  September 1996, the LPSC completed the second phase of its review
of  Entergy Gulf States' fuel costs, which covered the period October  1991
through December 1994.  In October 1996, the LPSC issued an order requiring
a  $34.2  million  refund.   The refund includes a  disallowance  of  $14.3
million  of  capital  costs (including interest)  related  to  certain  gas
transportation  and  storage facilities, which were recovered  through  the
fuel clause, and which have been refunded pursuant to the October 1996 LPSC
Settlement.   Entergy Gulf States will be permitted to recover these  costs
in  the  future  through  base rates.  Subsequently,  Entergy  Gulf  States
appealed  and received an injunction to stay this order, except insofar  as
the  order  required  the  $14.3  million refund.   In  January  1999,  the
Louisiana  Supreme Court affirmed the LPSC's October 1996 order.   Pursuant
to this decision, Entergy Gulf States expects to refund the remaining $19.9
million  (including  interest) in the first  quarter  of  1999.   In  1998,
management  reserved for this refund in connection with  estimates  of  the
probable  outcome  of  this  proceeding and  the  annual  earnings  reviews
discussed above.

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

      In  September  1996, Entergy Gulf States and Entergy Louisiana  filed
proposals with the LPSC designed to achieve an orderly transition to retail
electric  competition  in Louisiana, while protecting  certain  classes  of
ratepayers from bearing the burden of cost shifting.  The proposals consist
of the following:

     o no increase in rates for any customer class;
     o a universal service charge for customers that remain connected to
       Entergy Gulf States' or Entergy Louisiana's electric facilities but 
       choose to purchase their electricity from another source;
     o a seven-year base rate freeze in the Louisiana areas serviced by
       Entergy Gulf States and Entergy Louisiana; and
     o complete recovery, over a seven-year period, of the remaining plant
       investment associated with River Bend and Waterford 3 as of December 31,
       1995.

In  February  1997,  the  LPSC identified certain issues  embodied  in  the
Entergy  Gulf States and Entergy Louisiana proposals that will be addressed
in  those companies' existing rate dockets, and other issues that  will  be
addressed  in  an ongoing generic regulatory proceeding examining  electric
utility  industry  restructuring.  During  1998,  hearings  were  conducted
related to the quantification of potential stranded costs.  The ALJ  should
issue a recommendation in 1999 for consideration by the LPSC.

     During 1998, the LPSC also identified seven areas for consideration in
the  generic  rulemaking  docket on competition  in  the  electric  utility
industry to address whether competition in the electric utility industry is
in  the  public's  best  interest.   Each Louisiana  electric  utility  and
intervening  party  filed comments and responses to the LPSC  Staff's  data
requests,  and  hearings were held on each issue.  This  proceeding  should
produce a generic rulemaking order in 1999.

(Entergy Corporation and Entergy Louisiana)

      In  May  1997, Entergy Louisiana made its second annual  performance-
based formula rate plan filing with the LPSC for the 1996 test year.   This
filing  resulted in a total rate reduction of approximately $54.5  million,
which  was  implemented beginning in the first billing cycle of July  1997.
Rates  were reduced by an additional $0.7 million effective July  1,  1997,
and by an additional $2.9 million effective March 1998.  Upon completion of
the hearing process in December 1998, the LPSC issued an order requiring an
additional rate reduction and refund, although the amounts thereof were not
quantified.  Entergy Louisiana has appealed this order, and has obtained  a
preliminary injunction pending a final decision on appeal.

     In September 1998, Entergy Louisiana made its third annual performance-
based  formula rate plan filing with the LPSC for the 1997 test year.   The
filing  indicated that earnings were such that no change in rates would  be
warranted with the exception of the elimination of a $3.7 million  one-time
credit  that will result in a rate increase in this amount.  Hearings  will
be conducted on this filing in 1999, after which the LPSC may order further
rate  adjustments.  In September 1998, the LPSC issued an  order  extending
the   annual  performance-based  formula  rate  plan  filings  for  Entergy
Louisiana  for an additional three years, through an April 2000 filing  for
the 1999 test year.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

      In  March 1998, Entergy Mississippi filed its annual earnings  review
with  the  MPSC under its performance-based formula rate plan for the  1997
test year.  In April 1998, the MPSC issued an order approving a prospective
rate  reduction of $6.6 million.  This rate reduction went into effect  May
1, 1998.

      From 1996 to the present, Entergy Mississippi and the MPSC have  been
addressing  issues  regarding an orderly transition to a  more  competitive
market  for  electricity.   As  a result of these  discussions  and  recent
hearings  held in April 1998, the MPSC issued a Revised Proposed Transition
Plan  (the  Plan)  in  June 1998 that omitted the previous  restriction  on
securitization  of  stranded costs and provided  for  enabling  legislation
necessary to implement the Plan in 2000.  The Plan also provides for retail
competition  in  Mississippi to begin January 1, 2001 and for  recovery  of
allowable  stranded  costs  through  a  non-bypassable  charge   during   a
transition  period  between January 2001 and the end  of  2004.   The  MPSC
conducted  hearings in September 1998 on the market power  and  reliability
studies  previously filed (as requested by the MPSC) by the  investor-owned
utilities  in  Mississippi.   During  November  1998,  the  MPSC  conducted
hearings  to  address  certification requirements  and  load  dispatch  and
control rules.

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

      In  connection  with  the Council's rate investigation,  Entergy  New
Orleans submitted its cost of service and revenue requirement filing  along
with  its  transition to competition plan in September 1997.   In  November
1997,  the  Council  severed  the traditional ratemaking  issues  from  the
transition   filings   and  established  separate  dockets   for   electric
competition   and   gas  competition.   Hearings  related   to   the   rate
investigation  were held and concluded in July 1998.  Entergy  New  Orleans
filed  a  settlement agreement before the Council, which  was  approved  in
November 1998.  The settlement agreement required the following:
     
     o base rate reductions for Entergy New Orleans' electric customers of
       $7.1 million effective January 1, 1999, $3.2 million effective 
       October 1, 1999, and $16.1 million effective October 1, 2000;
     o a base rate reduction for Entergy New Orleans' gas customers of $1.9
       million effective January 1999; and
     o no base rate increases prior to October 1, 2001.

     In October 1998, the Council established a procedural schedule for the
purpose of determining if natural gas retail competition is in the public's
best   interest.    Under  this  procedural  schedule,  several   technical
conferences   will   be  held,  followed  by  filed  testimony   from   all
participants.  Hearings are scheduled to begin in May 1999.   The  electric
transition-to-competition  filing  made  in  September  1997  is  generally
similar  to  those  filed  for the other domestic  utility  companies.   No
procedural schedule has been established for that proceeding.

     The  Council  is currently investigating the prudence of  Entergy  New
Orleans'   natural  gas  purchasing  practices.   The  procedural  schedule
established for this docket requires all parties to file testimony  through
the first quarter of 1999 and hearings are expected to begin in May 1999.
     
River Bend Cost Deferrals  (Entergy Corporation and Entergy Gulf States)

      Entergy  Gulf  States  was  amortizing $182  million  of  River  Bend
operating  and  purchased power costs, depreciation, and  accrued  carrying
charges  over a 20-year period; however, the PUCT recently accelerated  the
recovery of these deferrals to a three-year recovery period ending  in  May
1999.   In  1998, Entergy Gulf States recorded reserves of   $81.6  million
($48.6 million net of taxes) reflecting such accelerated recovery pending a
final  decision  on  Entergy Gulf States' appeal. The settlement  agreement
discussed above, if approved, would require Entergy Gulf States to  dismiss
this  appeal;  however, it also allows Entergy Gulf States to amortize  the
remaining  deferral balance as of January 1, 1999 over  three  years  on  a
straight-line  basis, provided that such accounting order  deferrals  shall
not  be  recognized  in  any subsequent base rate  case  or  stranded  cost
calculation.

     Also, in accordance with a phase-in plan approved by the LPSC, Entergy
Gulf  States deferred $294 million of its River Bend costs related  to  the
period  February  1988 through February 1991.  These  deferrals  have  been
fully  recovered pursuant to the phase-in plan, which expired  in  February
1998.

Grand Gulf 1 Deferrals

(Entergy Corporation and Entergy Arkansas)

      Under the settlement agreement entered into with the APSC in 1985 and
amended  in 1988, Entergy Arkansas agreed to retain a portion of its  Grand
Gulf  l-related costs, recover a portion of such costs currently, and defer
a portion of such costs for future recovery.  Deferrals ceased in 1990, and
Entergy Arkansas has fully recovered such deferrals pursuant to the  phase-
in  plan,  which  expired in November 1998.  In 1996 and subsequent  years,
Entergy  Arkansas  retains  22% of its 36% share (approximately  7.92%)  of
Grand  Gulf  1  costs and recovers the remaining 78%.  In  the  event  that
Entergy  Arkansas is not able to sell its retained share to third  parties,
it  may  sell such energy to its retail customers at a price equal  to  its
avoided energy cost, which is currently less than Entergy Arkansas' cost of
energy from its retained share.

(Entergy Corporation and Entergy Louisiana)

      In a series of LPSC orders, court decisions, and agreements from late
1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to
costs associated with Entergy Louisiana's share of capacity and energy from
Grand  Gulf l, subject to certain terms and conditions.  In November  1988,
Entergy Louisiana agreed to retain, and not recover from retail ratepayers,
18%  of  its 14% share (approximately 2.52%) of the costs of Grand  Gulf  l
capacity  and energy.  Non-fuel operation and maintenance costs  for  Grand
Gulf  1  are  recovered through Entergy Louisiana's  base  rates.   Entergy
Louisiana  is  allowed  to recover through the fuel adjustment  clause  4.6
cents  per  KWH  for the energy related to its retained  portion  of  these
costs.    Alternatively,  Entergy  Louisiana  may  sell  such   energy   to
nonaffiliated  parties at prices above the fuel adjustment clause  recovery
amount, subject to the LPSC's approval.

(Entergy Corporation and Entergy Mississippi)

      Entergy  Mississippi entered into a plan with the MPSC that provided,
among  other  things,  for the recovery by Entergy  Mississippi,  in  equal
annual  installments over 10 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 provided  that  Entergy
Mississippi  would  defer, in decreasing amounts, a portion  of  its  Grand
Gulf  1-related costs over four years beginning October 1,  1988.   Entergy
Mississippi  recovered these deferrals along with related carrying  charges
over  the  six-year  period  from October  1992  to  September  1998.   The
completion  of  the recovery of the deferred costs and associated  carrying
charges,  offset  by  i) the accelerated recovery of Entergy  Mississippi's
Grand Gulf purchased power obligation, and ii) the recovery of a portion of
Entergy  Mississippi's allocation of the proposed System  Energy  wholesale
rate  increase discussed herein, resulted in a $127.1 million  annual  rate
reduction  for  Entergy Mississippi as of October 1, 1998.   The  reduction
will not result in a decrease in Entergy Mississippi's income as the phase-
in  plan  deferrals  have now been fully amortized and no  further  expense
associated with the phase-in plan will be recognized.

(Entergy Corporation and Entergy New Orleans)

      Under  Entergy New Orleans' various rate settlements with the Council
in  1986,  1988,  and 1991, Entergy New Orleans agreed to  absorb  and  not
recover from ratepayers a total of $96.2 million of its Grand Gulf 1 costs.
Entergy  New  Orleans was permitted to implement annual rate  increases  in
decreasing amounts each year through 1995, and to defer certain  costs  and
related  carrying  charges for recovery on a schedule extending  from  1991
through  2001.  As of December 31, 1998, the uncollected balance of Entergy
New Orleans' deferred costs was $64.2 million.

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  will  refund  a  total  of
approximately  $62  million, plus interest, to  Entergy  Arkansas,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans through June  2004.
System Energy also reclassified from utility plant to other deferred debits
approximately $81 million of other Grand Gulf 1 costs.  Although such costs
are  excluded  from rate base, System Energy is amortizing  and  recovering
these costs over a 10-year period.  Interest on the $62 million refund  and
the  loss of the return on the $81 million of other Grand Gulf 1 costs will
reduce  Entergy's  and  System  Energy's net income  by  approximately  $10
million annually until 2004.

Proposed Rate Increase (System Energy, Entergy Mississippi, and Entergy New
Orleans)

(System Energy)

      System Energy filed an application with FERC in May 1995, for a $65.5
million  rate increase.  The request seeks changes to System Energy's  rate
schedule,  including increases in the revenue requirement  associated  with
decommissioning  costs, the depreciation rate, and the rate  of  return  on
common  equity.   The  request  also includes  a  proposed  change  in  the
accounting  recognition  of nuclear refueling outage  costs  from  that  of
expensing  those costs as incurred to the deferral and amortization  method
described in Note 1.  In December 1995, System Energy implemented the $65.5
million  rate  increase, subject to refund, for which a  portion  has  been
reserved.  Following hearings on System Energy's request in July 1996,  the
ALJ  issued an initial decision that agreed with certain of System Energy's
proposals, including the change in accounting for nuclear refueling  outage
costs,  while rejecting a proposed increase in return on common equity  and
recommending instead a slight decrease in the allowed return.  The ALJ also
rejected the proposed change in the decommissioning cost methodology.   The
decision  of  the  ALJ  is preliminary and may be  modified  in  the  final
decision by FERC.  No assurance can be given as to the timing or outcome of
the  rate  increase  request or the amount of  any  refunds  in  excess  of
reserves that may be required.

(Entergy Mississippi)

      Entergy  Mississippi's  allocation  of  the  proposed  System  Energy
wholesale  rate increase is $21.6 million annually.  In July 1995,  Entergy
Mississippi filed a schedule with the MPSC that defers the retail  recovery
of  the System Energy rate increase.  The deferral plan, which was approved
by  the  MPSC,  began in December 1995, the effective date  of  the  System
Energy  rate increase, and will end after the issuance of a final order  by
FERC.   Under this plan, the deferral period ended September 1998, and  the
deferred  amount  would  have been amortized over 48  months  beginning  in
October 1998.  Although the deferral period under the plan has ended,  FERC
has not yet issued an order.  For that reason, Entergy Mississippi filed  a
revised  deferral  plan  with the MPSC in August  1998  that  provides  for
recovery,  effective with October 1998 billings, of $11.8  million  of  the
System  Energy  rate increase that was approved by the FERC  ALJ's  initial
decision  in  July  1996.  The $11.8 million is being  amortized  over  the
original  48-month  period, which began in October  1998.   The  amount  of
System  Energy's  proposed increase in excess of  the  $11.8  million  will
continue to be deferred until the issuance of a final order by the FERC, or
October  2000,  whichever  occurs  first.   These  deferred  amounts,  plus
carrying  charges,  will be amortized over a 45-month period  beginning  in
October 2000.

(Entergy New Orleans)

      Entergy  New  Orleans'  allocation  of  the  proposed  System  Energy
wholesale  rate  increase  is $11.1 million annually.   In  February  1996,
Entergy  New  Orleans filed a plan with the Council to  defer  50%  of  the
amount  of the System Energy rate increase.  The deferral began in February
1996 and will end after the issuance of a final order by FERC.

Grand Gulf Accelerated Recovery Tariff

(Entergy Arkansas)

      In  April  1998,  FERC  approved the Grand Gulf Accelerated  Recovery
Tariff that Entergy Arkansas filed as part of the settlement agreement that
was  approved  by  the APSC in December 1997.  The tariff was  designed  to
allow  Entergy Arkansas to pay down a portion of its Grand Gulf  obligation
in  advance of the implementation of retail access in Arkansas.  The tariff
became  effective  on January 1, 1999.  The settlement agreement  with  the
APSC  is discussed above in "Filings with the APSC."  In December 1998,  an
intervenor group filed a motion with FERC to suspend this tariff,  alleging
that   the   tariff  is  inconsistent  with  FERC  policy  on   accelerated
depreciation announced in an August 1998 decision.

(Entergy Mississippi)

      In  September 1998, FERC approved the Grand Gulf Accelerated Recovery
Tariff for Entergy Mississippi's allocable portion of Grand Gulf, which was
filed  with  FERC in August 1998.  The tariff provides for the acceleration
of Entergy Mississippi's Grand Gulf purchased power obligation in an amount
totaling  $221.3 million over the period October 1, 1998 through  June  30,
2004,  and  is used to offset the rate reduction described above in  "Grand
Gulf 1 Deferrals."


NOTE 3.   INCOME TAXES

      Income tax expenses for 1998, 1997, and 1996 consist of the following
(in thousands):

<TABLE>
<CAPTION>

             1998                          Entergy    Entergy    Entergy     Entergy      Entergy    System
                                 Entergy  Arkansas  Gulf States Louisiana  Mississippi  New Orleans  Energy
<S>                              <C>       <C>       <C>          <C>      <C>           <C>         <C>
Current:                                                                                                    
  Federal                        $235,979  $ 68,814  $   43,729   $69,551  $     34,984  $   15,010  $91,107
  Foreign                          28,156         -           -         -             -           -        -
  State                            67,163    14,853      17,218    12,643         5,541       2,530   14,378
                                 ---------------------------------------------------------------------------
    Total                         331,298    83,667      60,947    82,194        40,525      17,540  105,485
Deferred -- net                  (109,474)   (7,153)    (90,314)   32,506       (10,983)     (6,993) (24,745)
Investment tax credit                                                                                       
   adjustments -- net              44,911    (5,140)     61,140    (5,596)       (1,511)       (505)  (3,477)
                                 ---------------------------------------------------------------------------
   Recorded income tax expense   $266,735  $ 71,374   $  31,773  $109,104  $     28,031  $   10,042  $77,263
                                 ===========================================================================

             1997                            Entergy     Entergy     Entergy     Entergy      Entergy     System
                                 Entergy    Arkansas   Gulf States  Louisiana   Mississippi New Orleans   Energy
Current:                                                                                                           
  Federal                         $433,444   $ 113,278  $   68,881  $   94,448   $   49,472  $   12,003   $  98,428
  Foreign                          237,337           -           -           -            -           -           -
  State                             76,905      23,756       6,007      19,974        9,476       2,096      15,596
                                  ---------------------------------------------------------------------------------
    Total                          747,686     137,034      74,888     114,422       58,948      14,099     114,024
Deferred -- net                   (312,691)    (73,406)   (104,435)     (9,833)     (30,697)     (1,369)    (35,894)
Investment tax credit                                                                                              
   adjustments -- net               36,346      (4,408)     51,949      (5,624)      (1,507)       (588)     (3,476)
                                  ---------------------------------------------------------------------------------
   Recorded income tax expense    $471,341  $   59,220  $   22,402  $   98,965   $   26,744  $   12,142  $   74,654
                                  =================================================================================

             1996                            Entergy     Entergy      Entergy     Entergy      Entergy     System
                                 Entergy    Arkansas   Gulf States   Louisiana   Mississippi New Orleans   Energy
Current:                                                                                                            
  Federal                         $272,036   $ 108,583  $       510 $   78,629   $   64,358  $   23,860   $  19,637
  State                             72,204      21,888          201     21,122        9,635       4,631      13,508
                                  ---------------------------------------------------------------------------------
    Total                          344,240     130,471          711     99,751       73,993      28,491      33,145
Deferred -- net                    100,572     (41,261)     106,715     24,656      (29,390)    (11,587)     52,447
Investment tax credit                                                                                               
   adjustments -- net              (23,653)     (4,766)      (5,335)    (5,847)      (3,497)       (687)     (3,471)
                                  ---------------------------------------------------------------------------------
   Recorded income tax expense    $421,159  $   84,444  $   102,091  $ 118,560  $    41,106  $   16,217   $  82,121
                                  =================================================================================
</TABLE>

      Total  income taxes differ from the amounts computed by applying  the
statutory  income  tax rate to income before taxes.  The  reasons  for  the
differences for the years 1998, 1997, and 1996 are (amounts in thousands):

<TABLE>
<CAPTION>
                                                             Entergy     Entergy     Entergy      Entergy     Entergy     System
                     1998                         Entergy    Arkansas  Gulf States  Louisiana   Mississippi New Orleans   Energy
<S>                                               <C>       <C>         <C>         <C>          <C>         <C>          <C>
Computed at statutory rate (35%)                  $368,327  $   63,814  $   27,358  $  101,007   $   31,734  $    9,162   $ 64,309
Increases (reductions) in tax                                                                                                     
      resulting from:                                                                                                             
    State income taxes net of                                                                                                     
        federal income tax effect                   37,494       9,289       7,744       9,156        3,053         831      7,421
    Depreciation                                    40,578       6,497      11,099       8,147         (686)        888     14,633
    Rate deferrals - net                              (511)        701         659         372       (2,535)        292          -
   Amortization of investment                                                                                                     
        tax credits                                (21,285)     (5,136)     (5,061)     (5,592)      (1,512)       (504)    (3,480)
    Flow-through/permanent                                                                                                        
        differences                                 (1,280)      3,150      (4,285)       (188)         149         (88)       (18)
    US tax on foreign income                       112,799           -           -           -            -           -          -
    Non-taxable gain on sale                                                                                                      
       of foreign assets                           (20,283)          -           -           -            -           -          -
    Change in UK statutory rate                    (31,703)          -           -           -            -           -          -
     US tax rate in excess of foreign tax rate      (4,605)          -           -           -            -           -          -
    Foreign subsidiary basis difference            (58,235)          -           -           -            -           -          -
    Reduced rate on gain on sale                                                                                                  
     of foreign assets                             (56,712)          -           -           -            -           -          -
    Non-deductible franchise fees                    7,315           -           -           -            -           -          -
    Interest on perpetual instruments               (5,467)          -           -           -            -           -          -
    Benefit of Entergy Corporation                                                                                                
        expenses                                         -      (5,212)     (4,948)     (3,947)      (2,386)       (629)    (4,999)
    Change in valuation allowance                 (106,636)
    Other -- net                                     6,939      (1,729)       (793)        149          214          90       (603)
                                                 ---------------------------------------------------------------------------------
      Total income taxes                         $ 266,735  $   71,374  $   31,773  $  109,104   $   28,031  $   10,042   $ 77,263
                                                 =================================================================================
Effective Income Tax Rate                            25.3%       39.1%       40.6%       37.8%        30.9%       38.4%      42.1%



                                                          Entergy     Entergy     Entergy     Entergy     Entergy     System
                   1997                        Entergy    Arkansas  Gulf States  Louisiana  Mississippi New Orleans   Energy
Computed at statutory rate (35%)              $ 270,284   $  64,470   $  28,833   $ 84,253   $   32,691  $    9,658  $ 61,932
Increases (reductions) in tax                                                                                                
      resulting from:                                                                                                        
    State income taxes net of                                                                                                
        federal income tax effect                33,272       8,382       1,274     12,106        3,110       1,191     7,209
    Depreciation                                 25,471      (2,784)     (3,670)    13,162          964       2,236    15,563
    Rate deferrals - net                          3,484       1,543       5,575       (526)      (3,504)        396         -
   Amortization of investment                                                                                                
        tax credits                             (19,592)     (4,404)     (3,981)    (5,627)      (1,512)       (589)   (3,479)
    Flow-through/permanent                                                                                                   
        differences                              (6,537)       (308)     (6,133)        47          (78)        (65)        -
    UK windfall profits tax                     234,080           -           -          -            -           -         -
    Change in UK statutory rate                 (64,670)          -           -          -            -           -         -
    Non-deductible franchise fees                17,234           -           -          -            -           -         -
          Interest on perpetual instruments      (9,094)          -           -          -            -           -         -
    Benefit of Entergy Corporation                                                                                           
        expenses                                      -      (4,920)          -     (4,788)      (2,704)       (831)   (4,037)
    Other -- net                                (12,591)     (2,759)        504        338       (2,223)        146    (2,534)
                                               ------------------------------------------------------------------------------
      Total income taxes                       $ 471,341   $ 59,220  $   22,402  $  98,965  $    26,744  $   12,142  $ 74,654
                                               ==============================================================================
Effective Income Tax Rate                          61.0%      31.6%       27.2%      41.1%        28.6%       44.0%     42.2%


                                                      Entergy    Entergy     Entergy      Entergy     Entergy     System
                 1996                     Entergy    Arkansas  Gulf States  Louisiana   Mississippi New Orleans   Energy
Computed at statutory rate (35%)         $  319,103  $  84,785  $   34,371   $ 108,262  $    42,111  $   15,048   $ 63,626
Increases (reductions) in tax                                                                                             
      resulting from:                                                                                                     
    State income taxes net of                                                                                             
        federal income tax effect            54,801     10,796      19,389      11,535        4,188       1,449      7,444
    Depreciation                             15,829     (2,102)     (6,305)      6,722        1,604         402     15,508
    Rate deferrals - net                      1,973      1,115       5,537      (1,829)      (3,430)        580          -
   Amortization of investment                                                                                             
        tax credits                         (20,349)    (4,608)     (4,380)     (5,664)      (1,582)       (635)    (3,480)
    Flow-through/permanent                                                                                                
        differences                           1,059       (845)      2,792        (449)        (275)       (164)         -
    SFAS 121 write-off                       48,265          -      48,265           -            -           -          -
    Other -- net                                478     (4,697)      2,422         (17)      (1,510)       (463)      (977)
                                         ---------------------------------------------------------------------------------
      Total income taxes                 $  421,159  $  84,444  $  102,091  $  118,560  $    41,106  $   16,217   $ 82,121
                                         =================================================================================
Effective Income Tax Rate                     46.2%      34.9%      104.0%       38.3%        34.2%       37.7%      45.4%
                                                                                                                          
</TABLE>


      Significant components of net deferred tax liabilities as of December
31, 1998 and 1997, are as follows (in thousands):

<TABLE>
<CAPTION>

                   1998                                   Entergy      Entergy      Entergy      Entergy      Entergy     System
                                             Entergy     Arkansas    Gulf States   Louisiana    Mississippi New Orleans   Energy
<S>                                        <C>           <C>          <C>           <C>          <C>         <C>         <C>
Deferred Tax Liabilities:                                        
    Net regulatory assets/(liabilities)    $(1,334,014)  $(286,983)   $ (432,070)   $(319,588)   $ (34,086)  $  (2,305)  $(258,982)
    Plant-related basis differences         (3,053,837)   (505,851)   (1,027,463)    (739,298)    (214,461)    (57,778)   (489,501)
    Rate deferrals                             (97,071)     (1,350)      (26,986)           -      (36,064)    (32,671)          -
    Gain on sale of assets                     (80,500)          -             -            -            -           -           -
    Other                                      (55,700)    (63,663)       (8,923)     (23,912)      (6,531)     (5,372)    (20,517)
                                           ---------------------------------------------------------------------------------------
        Total                              $(4,621,122)  $(857,847)  $(1,495,442) $(1,082,798)   $(291,142)  $ (98,126)  $(769,000)
                                           =======================================================================================
Deferred Tax Assets:                                               
    Accumulated deferred investment                                      
        tax credit                             192,696      38,708        55,664       49,520        8,571       3,247      36,986
    Investment tax credit carryforwards          8,979           -         8,979            -            -           -           -
    Net operating loss carryforwards             2,137           -         2,137            -            -           -           -
    Capital loss carryforwards                  65,939           -             -            -            -           -           -
    Foreign tax credits                        135,727           -             -            -            -           -           -
    Alternative minimum tax credit              40,658           -        40,658            -            -           -           -
    Sale and leaseback                         240,067           -             -      108,125            -           -     131,942
    Removal cost                               108,858       1,127        27,015       66,012        2,945      11,759           -
    Unbilled revenues                           36,802           -        20,365       12,660         (726)      4,503           -
    Pension-related items                       30,911           -        11,565        9,664            -       5,849       3,833
    Rate refund                                110,312           -        49,385            -            -           -      60,927
    Reserve for regulatory adjustments         158,839           -       158,839            -            -           -           -
    Transition cost accrual                     35,374      35,374             -            -            -           -           -
    FERC Settlement                             15,057           -             -            -            -           -      15,057
    Other                                       10,719       1,905        33,944        9,218            -       9,270       8,506
    Valuation allowance                       (142,261)          -             -            -            -           -           -
                                           ---------------------------------------------------------------------------------------
        Total                              $ 1,050,814  $   77,114   $   408,551   $  255,199  $    10,790  $   34,628  $  257,251
                                           =======================================================================================
                                                                   
        Net deferred tax liability         $(3,570,308)  $(780,733)  $(1,086,891)  $ (827,599)   $(280,352)  $ (63,498)  $(511,749)
                                           =======================================================================================
</TABLE>


<TABLE>
<CAPTION>

                  1997                            Entergy      Entergy     Entergy      Entergy     Entergy    System 
                                      Entergy     Arkansas   Gulf States  Louisiana   Mississippi New Orleans  Energy 
<S>                                 <C>          <C>          <C>          <C>          <C>         <C>        <C>    
Deferred Tax Liabilities:                                    
    Net regulatory assets/
      (liabilities)                 (1,378,858)  $(293,433)  $ (437,397)  $ (329,903)  $ (32,140)  $ (4,642) $(281,343)
    Plant-related basis differences (3,574,260)   (475,950)    (991,253)    (716,512)   (192,402)   (52,295)  (494,564)
    Rate deferrals                    (177,609)    (26,164)     (33,665)           -     (74,427)   (43,353)         -
    Pension-related items              (74,777)          -            -            -           -          -          -
    Distribution License              (411,467)          -            -            -           -          -          -
    Other                             (181,306)    (53,666)     (66,995)     (32,101)     (7,494)    (4,336)   (16,714)
                                   -----------------------------------------------------------------------------------
        Total                      $(5,798,277)  $(849,213)  (1,529,310) $(1,078,516)  $(306,463) $(104,626) $(792,621)
                                   ===================================================================================
Deferred Tax Assets:                                            
    Accumulated deferred investment                               
        tax credit                     204,414      40,721       61,122       51,669       9,147      3,440     38,315
    Investment tax credit
      carryforwards                     83,080           -       83,080            -           -          -          -
    Net operating loss carryforwards     2,137           -        2,137            -           -          -          -
    Foreign tax credits                248,897           -            -            -           -          -          -
    Alternative minimum tax credit      40,658           -       40,658            -           -          -          -
    Sale and leaseback                 235,668           -            -      108,944           -          -    126,724
    Removal cost                       105,477       1,198       27,027       63,759       2,590     10,903          -
    Unbilled revenues                   45,505           -       23,848       16,970      (1,195)     5,882          -
    Pension-related items               33,724           -       12,897        9,653       1,801      6,097      3,276
    Rate refund                         63,128           -       28,301            -           -          -     34,827
    Reserve for regulatory adjustments 125,852           -      125,852            -           -          -          -
    Transition cost accrual              6,504       6,504            -            -           -          -          -
    FERC Settlement                     17,193           -            -            -           -          -     17,193
    Other                              211,361       9,062       21,837       24,767       5,379      5,760     10,235
    Valuation Allowance               (248,897)          -            -            -           -          -          -
                                   -----------------------------------------------------------------------------------
        Total                      $ 1,174,701  $   57,485  $   426,759    $ 275,762  $   17,722  $  32,082  $ 230,570
                                   ===================================================================================
                                                                 
   Net deferred tax liability      $(4,623,576) $ (791,728) $(1,102,551)   $(802,754) $ (288,741)  $(72,544) $(562,051)
                                   ===================================================================================
</TABLE>

     As  of  December  31, 1998, Entergy has investment  tax  credit  (ITC)
carryforwards of $9.0 million and state net operating loss carryforwards of
$25.7  million, all related to Entergy Gulf States.  The ITC  carryforwards
include the 35% reduction required by the Tax Reform Act of 1986 and may be
applied  solely  against the federal income tax liability of  Entergy  Gulf
States.   If these carryforwards are not utilized, they will expire between
1999  and 2002.  The alternative minimum tax (AMT) credit carryforwards  as
of  December  31,  1998  were $40.7 million, all related  to  Entergy  Gulf
States.   This AMT credit can be carried forward indefinitely  and  may  be
applied  solely  against the federal income tax liability of  Entergy  Gulf
States.

      The  valuation  allowance is provided primarily against  foreign  tax
credit  carryforwards, which can be utilized against future taxable  income
in  the United States.  If these carryforwards are not utilized, they  will
expire between 2000 and 2003.


NOTE  4.    LINES  OF  CREDIT AND RELATED SHORT-TERM  BORROWINGS   (Entergy
Corporation,  Entergy  Arkansas, Entergy Gulf  States,  Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

      In November 1996, SEC authorization was received by Entergy Arkansas,
Entergy  Gulf States, Entergy Louisiana, Entergy Mississippi,  Entergy  New
Orleans, and System Energy to increase short-term borrowing limits to  $235
million,  $340 million, $225 million, $103 million, $35 million,  and  $140
million,  respectively (for a total of $1.078 billion).  This authorization
is  effective through November 30, 2001.  Of these companies, only  Entergy
Mississippi  had borrowings outstanding as of December 31,  1998.   Entergy
Mississippi  had  $445,000 of borrowings outstanding from the  money  pool.
The money pool is an inter-company borrowing arrangement designed to reduce
the   domestic   utility  companies'  dependence  on  external   short-term
borrowings.   Entergy Arkansas, Entergy Louisiana, and Entergy  Mississippi
had  undrawn  external  lines of credit as of December  31,  1998,  of  $18
million, $47 million, and $24 million, respectively.

      In September 1998, Entergy Corporation replaced its $300 million bank
credit facility with a $250 million, 364 day bank credit facility.   As  of
December 31, 1998, $120 million was outstanding under this facility.

      In September 1996, Entergy Corporation and ETHC obtained a three-year
$100  million  bank line of credit which was increased to $300  million  in
1998.   Either  Entergy Corporation or ETHC, with a guarantee from  Entergy
Corporation,  can  draw  on  this  line.   The  proceeds  are  to  be  used
exclusively for exempt telecommunication investments as defined  in  PUHCA.
As  of  December 31, 1998, Entergy Corporation and ETHC had $165.5  million
and  $112.8  million, respectively, outstanding under  this  facility.   In
February  1999,  in conjunction with the sale of Entergy Security,  Entergy
reduced  this  line of credit to $100 million.  At that time,  the  Entergy
Corporation  indebtedness on the line of credit was paid off and  the  ETHC
indebtedness was paid down to $62.8 million.

      Other Entergy companies have SEC authorization to borrow through  the
money  pool  from  Entergy  Corporation and from  commercial  banks  in  an
aggregate principal amount up to $265 million, of which $104.4 million  was
outstanding  as  of  December  31, 1998.   Some  of  these  borrowings  are
restricted as to use, and are collateralized by certain assets.

      In  total, Entergy had committed short-term credit facilities in  the
amount  of $639.2 million as of December 31, 1998, of which $128.2  million
was  unused.   The weighted-average interest rate on Entergy's  outstanding
borrowings  as  of  December  31,  1998  and  1997  was  5.97%  and  7.09%,
respectively.  Commitment fees on the lines of credit for Entergy Arkansas,
Entergy  Louisiana,  and  Entergy Mississippi  are  .125%  of  the  undrawn
amounts.  The commitment fee for Entergy Corporation's $250 million  credit
facility  is  currently  .15%  of  the  undrawn  amount  and  for   Entergy
Corporation/ETHC's $300 million credit facility is currently  .17%  of  the
undrawn  amount.  Commitment fees and interest rates on loans  under  these
two credit facilities can fluctuate depending on the senior debt ratings of
the domestic utility companies.  There is further discussion of commitments
for long-term financing arrangements in Note 7 to the financial statements.


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

      The number of shares authorized and outstanding, and dollar value  of
preferred  and preference stock for Entergy Corporation, Entergy  Arkansas,
Entergy  Gulf States, Entergy Louisiana, Entergy Mississippi,  and  Entergy
New Orleans as of December 31, 1998, and 1997 were:


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                Total           Share as of
                                      and Outstanding          Dollar Value        December 31,
                                      1998       1997        1998        1997          1998 
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Arkansas Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.32% Series                      70,000      70,000    $  7,000   $  7,000       $103.65
   4.72% Series                      93,500      93,500       9,350      9,350       $107.00
   4.56% Series                      75,000      75,000       7,500      7,500       $102.83
   4.56% 1965 Series                 75,000      75,000       7,500      7,500       $102.50
   6.08% Series                     100,000     100,000      10,000     10,000       $102.83
   7.32% Series                     100,000     100,000      10,000     10,000       $103.17
   7.80% Series                     150,000     150,000      15,000     15,000       $103.25
   7.40% Series                     200,000     200,000      20,000     20,000       $102.80
   7.88% Series                     150,000     150,000      15,000     15,000       $103.00
  Cumulative, $0.01 par value:
   $1.96 Series (a)(b)              600,000     600,000      15,000     15,000        $25.00
                                  ---------   ---------    --------   --------
     Total without sinking fund   1,613,500   1,613,500    $116,350   $116,350
                                  =========   =========    ========   ========
 With sinking fund:
  Cumulative, $100 par value
   8.52% Series                     200,000     250,000    $ 20,000   $ 25,000       $104.26
  Cumulative, $25 par value
   9.92% Series                      81,085     241,085       2,027      6,027        $26.32
                                  ---------   ---------    --------   --------
     Total with sinking fund        281,085     491,085    $ 22,027   $ 31,027
                                  =========   =========    ========   ========
Fair Value of Preferred Stock with sinking fund (d)        $ 22,986   $ 32,018
                                                           ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                Total           Share as of
                                      and Outstanding          Dollar Value        December 31,
                                      1998       1997        1998        1997          1998 
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Gulf States Preferred and Preference Stock
 Preference Stock
  Cumulative, without par value
   7% Series (a)(b)               6,000,000   6,000,000    $150,000   $150,000          -
                                  =========   =========    ========   ========
 Preferred Stock
  Authorized 6,000,000, $100 par
   value, cumulative
    Without sinking fund:
     4.40% Series                    51,173      51,173    $  5,117   $  5,117       $108.00
     4.50% Series                     5,830       5,830         583        583       $105.00
     4.40%-1949 Series                1,655       1,655         166        166       $103.00
     4.20% Series                     9,745       9,745         975        975       $102.82
     4.44% Series                    14,804      14,804       1,480      1,480       $103.75
     5.00% Series                    10,993      10,993       1,099      1,099       $104.25
     5.08% Series                    26,845      26,845       2,685      2,685       $104.63
     4.52% Series                    10,564      10,564       1,056      1,056       $103.57
     6.08% Series                    32,829      32,829       3,283      3,283       $103.34
     7.56% Series                   350,000     350,000      35,000     35,000       $101.80
                                  ---------   ---------    --------   --------
     Total without sinking fund     514,438     514,438    $ 51,444   $ 51,444
                                  =========   =========    ========   ========
 With sinking fund:
   8.80% Series                     139,971     162,283    $ 13,997   $ 16,228       $100.00
   8.64% Series                      84,000     112,000       8,400     11,200       $101.00
   Adjustable Rate - A, 7.00%(c)    156,000     168,000      15,600     16,800       $100.00
   Adjustable Rate - B, 7.00%(c)    225,000     247,500      22,500     24,750       $100.00
                                  ---------   ---------    --------   --------
     Total with sinking fund        604,971     689,783    $ 60,497   $ 68,978
                                  =========   =========    ========   ========
Fair Value of Preference Stock and
 Preferred Stock with sinking fund (d)                     $203,456   $220,413
                                                           ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                Total           Share as of
                                      and Outstanding          Dollar Value        December 31,
                                      1998       1997        1998        1997          1998 
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Louisiana Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.96% Series                      60,000      60,000    $  6,000   $  6,000       $104.25
   4.16% Series                      70,000      70,000       7,000      7,000       $104.21
   4.44% Series                      70,000      70,000       7,000      7,000       $104.06
   5.16% Series                      75,000      75,000       7,500      7,500       $104.18
   5.40% Series                      80,000      80,000       8,000      8,000       $103.00
   6.44% Series                      80,000      80,000       8,000      8,000       $102.92
   7.84% Series                     100,000     100,000      10,000     10,000       $103.78
   7.36% Series                     100,000     100,000      10,000     10,000       $103.36
  Cumulative, $25 par value:
   8.00% Series                   1,480,000   1,480,000      37,000     37,000        $25.00
                                  ---------   ---------    --------   --------
     Total without sinking fund   2,115,000   2,115,000    $100,500   $100,500
                                  =========   =========    ========   ========
 With sinking fund:
  Cumulative, $100 par value
   7.00% Series                     500,000     500,000    $ 50,000   $ 50,000       $100.00
   8.00% Series (b)                 350,000     350,000      35,000     35,000          -   
                                  ---------   ---------    --------   --------
     Total with sinking fund        850,000     850,000    $ 85,000   $ 85,000
                                  =========   =========    ========   ========
Fair Value of Preferred Stock with sinking fund (d)        $ 87,813   $ 87,288
                                                           ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                Total           Share as of
                                      and Outstanding          Dollar Value        December 31,
                                      1998       1997        1998        1997          1998 
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Mississippi Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.36% Series                      59,920      59,920    $  5,992   $  5,992       $103.86
   4.56% Series                      43,888      43,888       4,389      4,389       $107.00
   4.92% Series                     100,000     100,000      10,000     10,000       $102.88
   7.44% Series                     100,000     100,000      10,000     10,000       $102.81
   8.36% Series                     200,000     200,000      20,000     20,000       $100.00
                                  ---------   ---------    --------   --------
     Total without sinking fund     503,808     503,808    $ 50,381   $ 50,381
                                  =========   =========    ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                Total           Share as of
                                      and Outstanding          Dollar Value        December 31,
                                      1998       1997        1998        1997          1998 
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy New Orleans Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.75% Series                      77,798      77,798    $  7,780   $  7,780       $105.00
   4.36% Series                      60,000      60,000       6,000      6,000       $104.57
   5.56% Series                      60,000      60,000       6,000      6,000       $102.59
                                  ---------   ---------    --------   --------
     Total without sinking fund     197,798     197,798    $ 19,780   $ 19,780
                                  =========   =========    ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                Total           Share as of
                                      and Outstanding          Dollar Value        December 31,
                                      1998       1997        1998        1997          1998 
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Corporation
 Subsidiary's Preference Stock
  (a)(b)                          6,000,000   6,000,000    $150,000   $150,000          -
                                  =========   =========    ========   ========

Subsidiaries' Preferred Stock
  Without sinking fund            4,944,544   4,944,544    $338,455   $338,455
                                  =========   =========    ========   ========
  With sinking fund               1,736,056   2,030,868    $167,523   $185,005
                                  =========   =========    ========   ========
Fair Value of Preference Stock
 and Preferred Stock with
 sinking fund (d)                                          $314,255   $339,719
                                                           ========   ========



(a)  The  total dollar value represents the liquidation value of  $25  per
     share.
(b)  These series are not redeemable as of December 31, 1998.
(c)  Represents weighted-average annualized rates for 1998.
(d)  Fair  values  were  determined using bid  prices  reported  by  dealer
     markets and by nationally recognized investment banking firms.   There
     is  additional  disclosure of fair value of financial  instruments  in
     Note 1 to the financial statements.

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

                                           Number of Shares
                                  1998           1997         1996
Preferred stock retirements                               
  Entergy Arkansas                                        
    $100 par value               (50,000)      (50,000)      (50,000)
    $25 par value               (160,000)     (160,000)     (560,000)
    $0.01 par value                    -             -    (2,000,000)
  Entergy Gulf States                                     
    $100 par value               (84,812)     (934,812)     (101,943)
  Entergy Louisiana                                       
    $100 par value                     -             -      (100,000)
    $25 par value                      -      (300,000)   (2,300,370)
  Entergy Mississippi                                     
    $100 par value                     -      (145,000)      (97,700)

      Cash sinking fund requirements and mandatory redemptions for the next
five  years for preferred and preference stock, outstanding as of  December
31, 1998, are as follows:

                             Entergy    Entergy       Entergy
                Entergy     Arkansas   Gulf States   Louisiana
                               (In Thousands)
                                                     
   1999          $60,466     $4,500       $5,966      $50,000
   2000          160,466      4,500      155,966           -
   2001           45,466      4,500        5,966       35,000
   2002           10,466      4,500        5,966           -
   2003           10,466      4,500        5,966           -

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

     Entergy Corporation from time to time reissues treasury shares to meet
the requirements of the Stock Plan for Outside Directors (Directors' Plan),
the  Equity Ownership Plan of Entergy Corporation and Subsidiaries  (Equity
Plan),  and certain other stock benefit plans.  The Directors' Plan  awards
to  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 5,100; 9,104; and 6,750 during 1998,  1997,
and 1996, respectively.

      During  1998,  Entergy  Corporation  issued  392,845  shares  of  its
previously repurchased common stock to satisfy stock options exercised  and
stock  purchases  under  its  Equity  Ownership  Plan.   In  1998,  Entergy
Corporation  repurchased 300,000 shares.  In addition, Entergy  Corporation
received  proceeds  of $11 million from the issuance of 385,770  shares  of
common stock under its dividend reinvestment and stock purchase plan during
1998.

      The  Equity  Plan grants stock options, equity awards, and  incentive
awards  to key employees of the domestic utility companies.  The  costs  of
equity  and incentive awards are charged to income over the period  of  the
grant   or   restricted  period,  as  appropriate.   Amounts   charged   to
compensation  expense  in  1998  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 six months from the date  of
grant,  with the exception of 40,000 options granted on December 31,  1998,
which are not exercisable until January 1, 2000, but not more than 10 years
after the date of grant.

      Entergy  does  not recognize compensation expense for  stock  options
issued  at market value on the date of grant.  The impact on Entergy's  net
income  for  each  of  the  years 1998, 1997,  and  1996  would  have  been
$144,000,  $296,000, and $166,000, respectively, had  compensation cost for 
the stock  options  been  recognized based  on the fair value of options at
the grant date for awards under  the option plan.

      The fair value of each option grant is estimated on the date of grant
using  the  Black-Scholes  option-pricing model with  the  following  stock
option weighted-average assumptions:

                                                          
                                     1998      1997     1996
                                                              
  Stock price volatility             20.9%       19%      19%
  Expected term in years                5       5          5
  Risk-free interest rate            5.1%       6.3%    5.4%
  Dividend yield                     5.4%       6.8%    6.1%
  Dividend payment                  $1.58      $1.80   $1.80

Nonstatutory stock option transactions are summarized as follows:

</TABLE>


<TABLE>
<CAPTION>
                                   1998                    1997                     1996         
                                             Average                 Average                  Average
                                  Number     Option       Number     Option        Number     Option
                                of Options    Price     of Options    Price      of Options    Price
<S>                              <C>        <C>          <C>        <C>           <C>         <C>
Beginning-of-year  balance       1,172,808  $    25.15   1,051,808  $    24.97    1,009,308   $  24.61
                                                                                                      
Options granted                    123,750       29.47     255,000       25.84       82,500      29.38
Options exercised                 (340,919)      23.29      (2,500)      23.38       (7,500)     23.38
Options forfeited                  (38,000)      29.89    (131,500)      25.08      (32,500)     25.40
                                 ---------               ---------                ---------    
End-of-year balance                917,639  $    26.23   1,172,808  $    25.15    1,051,808  $   24.97
                                 =========               =========                ========= 
Options exercisable at year-end    877,639                 422,909                  277,909
                                                                                                      
Weighted average fair value of                                                                        
        options granted          $    4.12               $    3.10                $    3.27           
                                                                                                      

</TABLE>


     The   following  table  summarizes  information  about  stock  options
outstanding as of December 31, 1998:

<TABLE>
<CAPTION>
                  Options                              Options
                 Outstand                           Exercisable
                    ing
                             Weighted- Avg                                                 
                               Remaining       Weighted-         Number        Weighted-
   Range of        As of      Contractual    Avg. Exercise     Exercisable  Avg. Exercise
Exercise Prices  12/31/98      Life-Yrs.          Price        at 12/31/98       Price
   <S>             <C>            <C>           <C>                <C>          <C>
   $20 - $30       769,032        6.8           $  24.57           769,032      $  24.57
                                                                                   
   $30 - $40       148,607        6.0           $  34.77           108,607      $  36.12
                   -------                                         -------         
   $20 - $40       917,639        6.7           $  26.23           877,639      $  26.00
                   =======                                         =======  
</TABLE>

     To meet the requirements of the Employee Stock Investment Plan (ESIP),
Entergy  Corporation was 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.   In  February 1997, Entergy received authority  from  the  SEC  to
extend  the  ESIP for an additional three years ending on March  31,  2000.
Under  the  extended  plan, Entergy Corporation may issue  either  treasury
shares  or previously authorized but unissued shares.  Under the  terms  of
the ESIP, employees can choose each year to have up to 10% of their regular
annual  salary  (not to exceed $25,000) withheld to purchase the  Company's
common  stock at a purchase price equal to 85% of the lower of  the  market
value  on the first or last business day of the plan year ending March  31.
Under  the plan, the number of subscribed shares was 294,108; 319,457;  and
327,017 in 1998, 1997, and 1996, respectively.

     The fair value of ESIP shares granted was estimated on the date of the
grant  using  the  Black-Scholes option-pricing model  with  expected  ESIP
weighted-average assumptions:

                                1998       1997       1996
                                                     
 Stock price volatility          19%        19%        18%
 Expected term in years            1          1          1
 Risk-free interest rate        5.1%       6.1%       5.4%
 Dividend yield                 6.1%       7.4%       6.4%
 Dividend payment              $1.80      $1.80      $1.80

The weighted-average fair value of those purchase rights granted was $5.94,
$4.75,  and  $5.41 in 1998, 1997, and 1996, respectively.   The  impact  on
Entergy's  net income would have been ($325,000), $48,000, and $894,000  in
1998, 1997, and 1996, respectively, had compensation cost for the ESIP been
determined based on the fair value at the grant date for awards  under  the
ESIP.

       Entergy  sponsors  the  Savings  Plan  of  Entergy  Corporation  and
Subsidiaries  (Savings Plan).  Effective December 31,  1997,  the  Employee
Stock Ownership Plan of Entergy Corporation and Subsidiaries (ESOP) and the
Gulf States Utilities Company Employees' Thrift Plan (GSU Thrift Plan) were
merged  into the Savings Plan.  Subsequent to the merger, the Savings  Plan
constitutes two plans: a Profit Sharing Plan and an ESOP.  The Savings Plan
is  a defined contribution plan covering eligible employees of Entergy  and
its   subsidiaries   who  have  completed  certain  service   requirements.
Entergy's  subsidiaries'  contributions to  the  Profit  Sharing  Plan  and
voluntary  participant contributions to the ESOP, and any  income  thereon,
are  invested  in  shares of Entergy Corporation common stock.   Management
does not expect to make any future contributions to the ESOP.

     The Profit Sharing Plan provides that the employing Entergy subsidiary
may  make matching contributions to the plan in an amount equal to  50%  of
the  participant's basic contribution, up to 6% of their salary, in  shares
of  Entergy  Corporation common stock.  Entergy's subsidiaries  contributed
$13.6  million  in  1998 and $13.2 million in both 1997  and  1996  to  the
Entergy Savings Plan.  Prior to the merger of the GSU Thrift Plan into  the
Entergy Savings Plan, Entergy Gulf States contributed $306,000 and $300,000
to the GSU Thrift Plan in 1997 and 1996, respectively.

     Entergy  Gulf  States  sponsors  the  Gulf  States  Utilities  Company
Employee Stock Ownership Plan (GSU ESOP).  The GSU ESOP is available to all
employees  of  the domestic utility companies' and certain other  affiliate
companies,  upon  completion  of  certain  eligibility  requirements.   All
contributions  to  the plan are invested in shares of  Entergy  Corporation
common  stock.   Entergy Gulf States makes contributions to  the  GSU  ESOP
based  on expected utilization of additional investment tax credits in  the
Entergy federal tax return and on expected participants' contributions.  In
1998, Entergy Gulf States contributed $7.7 million.  No contributions  were
made  to the GSU ESOP during 1997, and 1996.  Effective December 31,  1998,
the GSU ESOP was merged into the Savings Plan due to the utilization of all
available tax credits.  Therefore, no additional contributions will be made
to the GSU ESOP.

NOTE 6.   COMPANY-OBLIGATED REDEEMABLE PREFERRED SECURITIES

 (Entergy Arkansas, Entergy Louisiana, Entergy Gulf States)

      Entergy Arkansas Capital I, Entergy Louisiana Capital I, and  Entergy
Gulf  States  Capital I (Trusts) were established as financing subsidiaries
of   Entergy   Arkansas,  Entergy  Louisiana,  and  Entergy  Gulf   States,
respectively,  for the purpose of issuing common and preferred  securities.
The   Trusts   issue  Cumulative  Quarterly  Income  Preferred   Securities
(Preferred  Securities) to the public and common securities to  the  parent
company.    Proceeds  from  such  issues  are  used  to   purchase   junior
subordinated  deferrable interest debentures (Debentures) from  the  parent
company.   The  Debentures held by each Trust are its  only  assets.   Each
Trust uses interest payments received on the Debentures owned by it to make
cash distributions on the Preferred Securities.

<TABLE>
<CAPTION>

                                                                                           Fair Market
                                                                                             Value of
                                   Preferred     Common    Interest Rate      Trust's       Preferred
                          Date     Securities  Securities   Securities/     Investment in   Securities
        Trusts          Of Issue     Issued      Issued      Debentures      Debentures    at 12-31-98
                                       (In Millions)                              (In Millions)
 <S>                     <C>         <C>          <C>          <C>             <C>            <C>
 Arkansas Capital I      8-14-96     $60.0        $1.9         8.50%           $61.9          $60.3
 Louisiana Capital I     7-16-96     $70.0        $2.2         9.00%           $72.2          $71.4
 Gulf States Capital I   1-28-97     $85.0        $2.6         8.75%           $87.6          $86.9

 </TABLE>

      The  Preferred Securities of the Trusts mature in the years 2045  and
2046.   The  Preferred Securities are redeemable at 100% of their principal
amount  at  the option of Entergy Arkansas, Entergy Louisiana, and  Entergy
Gulf  States  beginning in 2001 and 2002, or earlier under certain  limited
circumstances, including the loss of the tax deduction arising out  of  the
interest paid on the Debentures.  Entergy Arkansas, Entergy Louisiana,  and
Entergy  Gulf  States  have,  pursuant to  certain  agreements,  fully  and
unconditionally  guaranteed  payment  of  distributions  on  the  Preferred
Securities  issued  by their respective trusts.  Entergy Arkansas,  Entergy
Louisiana,  and  Entergy Gulf States are the owners of all  of  the  common
securities of their individual Trusts, which constitute 3% of each  Trust's
total capital.


NOTE 7.   LONG - TERM DEBT  (Entergy Corporation, Entergy Arkansas, Entergy
Gulf  States, Entergy Louisiana, Entergy Mississippi, Entergy New  Orleans,
and System Energy)

     Long-term debt as of December 31, 1998 was:

<TABLE>
<CAPTION>

<S>           <C>                           <C>        <C>       <C>          <C>        <C>         <C>          <C>  
Maturities    Interest                                 Entergy   Entergy      Entergy    Entergy       Entergy    System
From    To    From     To                   Entergy    Arkansas  Gulf States  Louisiana  Mississippi New Orleans  Energy
                                                                          (In Thousands)
First Mortgage Bonds
1999   2004   6.000%  8.250%               $1,640,409   $265,000   $674,750   $335,959                           $365,000
2005   2010   6.500%  7.500%                  428,000    215,000     98,000    115,000
2020   2026   7.000%  8.940%                  833,237    273,287    444,950    115,000
                                                                                                                    
G&R Bonds
2002   2026   6.625%  8.750%                  590,000                                   $420,000   $170,000 
                                                                                                                    
Governmental Obligations(a)
1999   2008   5.900%  8.500%                   36,537      1,540     22,920     11,212       865
2009   2026   5.600%  9.500%                1,618,335    286,200    457,335    412,170    46,030                  416,600
                                                                                                                    
Debentures
1999   2000   7.380%  7.800%                   75,000                                                              75,000
                                                                                                                       
Saltend Project Senior Credit Facility
  avg rate 7.13% due 2014                     320,485
Damhead Creek Project Senior Credit
  Facility, avg rate 6.88% due 2016           166,482
EP Edegel, Inc. Note Payable, 7.7% due 2000    67,000                                                              
Long-Term DOE Obligation (Note 9)             129,891    129,891
Waterford 3 Lease Obligation 8.09% (Note 10)  353,600                          353,600
Grand Gulf Lease Obligation 7.02% (Note 10)   481,301                                                             481,301
Other Long-Term Debt                          134,313     10,614      9,771                                    
Unamortized Premium and Discount - Net        (23,052)    (8,153)    (4,553)    (3,854)   (3,259)      (982)       (2,251)
                                            -----------------------------------------------------------------------------
Total Long-Term Debt                        6,851,838  1,173,379  1,703,173  1,339,087   463,636    169,018     1,335,650
Less Amount Due Within One Year               255,221      1,094     71,515      6,772        20       -          175,820
                                            -----------------------------------------------------------------------------
Long-Term Debt Excluding Amount Due
 Within One Year                           $6,596,617 $1,172,285 $1,631,658 $1,332,315  $463,616   $169,018    $1,159,830
                                           ==============================================================================
Fair Value of Long-Term Debt (c)           $6,244,711 $1,081,502 $1,871,739 $1,059,893  $481,520   $207,538      $878,446
                                           ==============================================================================

</TABLE>


     Long-term debt as of December 31, 1997 was:


<TABLE>
<CAPTION>

<S>           <C>                           <C>        <C>       <C>          <C>        <C>         <C>          <C> 
Maturities    Interest                                 Entergy   Entergy      Entergy    Entergy       Entergy    System 
From    To    From     To                   Entergy    Arkansas  Gulf States  Louisiana  Mississippi New Orleans  Energy
                                                                          (In Thousands)
First Mortgage Bonds
1998   1999   6.000%  11.375%                $491,000    $15,000   $211,000    $35,000                         $230,000      
2000   2004   6.000%  8.250%                1,435,270    265,000    603,750    361,520                          205,000
2005   2009   6.650%  7.500%                  313,000    215,000     98,000
2010   2019   9.750%                           75,000     75,000
2020   2026   7.000%  10.000%                 939,011    289,061    444,950    205,000
                                                                                                                    
G&R Bonds
2000   2023   6.625%  8.800%                  590,000                                   $420,000   $170,000 
                                                                                                                    
Governmental Obligations(a)
1998   2008   5.900%  8.750%                  104,617     47,190     45,010     11,532       885
2009   2026   5.600%  9.875%                1,596,735    286,200    435,735    412,170    46,030                416,600
                                                                                                                    
Debentures
1998   2000   7.380%  9.720%                  125,000                50,000                                      75,000
                                                                                                                       
Eurobonds
2003   2005   8.000%  8.625%                  325,940                                                            
                                                                                                                       
Loan Notes Due 2003(b)                         33,814                                                             
Revolving Bank Debt Facility:
Facility A, avg rate 8.789% due 2002        1,332,774                                                            
Facility B                                    117,000                                                   
EPDC Revolving Credit Facility due 2000        70,307                                                           
Saltend Project Senior Credit Facility/2014    39,610                                                       
Long-Term DOE Obligation (Note 9)             123,506    123,506
Waterford 3 Lease Obligation 8.09% (Note 10)  353,600                          353,600
Grand Gulf Lease Obligation 7.02% (Note 10)   489,162                                                           489,162
EP Edegel, Inc. Note Payable, due 2000         67,000                                                             
CitiPower Crt Line avg rate 8.31% due 2000    715,330                                                           
Other Long-Term Debt                          149,201                 9,937                                
Unamortized Premium and Discount - Net        (27,878)   (10,447)    (4,773)    (5,058)   (2,739)    (1,047)     (3,814)
                                            ---------------------------------------------------------------------------
Total Long-Term Debt                        9,458,999  1,305,510  1,893,609  1,373,764   464,176    168,953   1,411,948
Less Amount Due Within One Year               390,674     60,650    190,890     35,300        20       -         70,000
                                            ---------------------------------------------------------------------------
Long-Term Debt Excluding Amount Due
 Within One Year                           $9,068,325 $1,244,860 $1,702,719 $1,338,464  $464,156   $168,953  $1,341,948
                                           ============================================================================
Fair Value of Long-Term Debt (c)           $8,635,583 $1,223,591 $1,990,881 $1,074,053  $488,145   $171,199    $969,724
                                           ============================================================================

</TABLE>



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

(b)  Loan  notes are included as current maturities of long-term debt based
     on  the option of the holders to redeem such notes on March 31 of each
     year until their final maturity on March 31, 2003.

(c)  The  fair value excludes lease obligations, long-term DOE obligations,
     and other long-term debt and includes debt due within one year.  It is
     determined  using  bid  prices  reported  by  dealer  markets  and  by
     nationally recognized investment banking firms.

     The annual long-term debt maturities (excluding lease obligations) and
annual  cash sinking fund requirements for debt outstanding as of  December
31, 1998, for the next five years are as follows:


<TABLE>
<CAPTION>
                      Entergy        Entergy           Entergy       Entergy        Entergy         System
         Entergy(a)  Arkansas(b)  Gulf States(c)    Louisiana(d)   Mississippi    New Orleans       Energy
                                                    (In Thousands)
<S>      <C>         <C>             <C>              <C>            <C>            <C>           <C>
  1999   $232,854    $  1,094        $71,515            $  225         $ 20               -       $160,000
  2000    176,035         245            545           100,225           20               -         75,000
  2001    277,310          35        123,325            18,925           25               -        135,000
  2002    613,159     110,035        150,610           217,489       65,025               -         70,000
  2003    219,930     155,035         39,640               230           25         $25,000              -
                                                                                              
</TABLE>


(a)  Not  included  are  other sinking fund requirements  of  approximately
     $66.2  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 $4.6
     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
     $53.7  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 $7.9
     million  annually, which may be satisfied by cash or by  certification
     of property additions at the rate of 167% of such requirements.

      In  August  1997, EPDC entered into a BPS50 million  ($82.5  million)
credit  facility to finance the acquisition of the Damhead  Creek  project.
In December 1997, EPDC amended the credit facility and increased the amount
of the revolver to BPS100 million ($165 million).  As of December 31, 1998,
approximately  BPS6.8  million ($10.5 million) was outstanding  under  this
facility.   As  of  December  31, 1998, EPDC had obtained  BPS89.7  million
($148.0  million) of letters of credit under the credit facility to support
project  commitments  on  the  Saltend and  Damhead  Creek  projects.   The
interest  rate on the outstanding borrowings was 6.97% as of  December  31,
1998.

      In  December  1997, Saltend Cogeneration Company (SCC),  an  indirect
wholly-owned  subsidiary  of EPDC, entered into  a  BPS646  million  ($1.07
billion)  non-recourse senior credit facility (Senior Credit  Facility)  to
finance  the construction of a 1,200-MW gas-fired power plant in  northeast
England.   Borrowings under the Senior Credit Facility  are  payable  after
completion  of  construction over a 15-year period beginning  December  31,
2000.   SCC  also entered into a BPS72 million ($118 million)  Subordinated
Credit  Facility  that provides funding upon the earlier of  completion  of
construction  or  July  31, 2000.  The proceeds of  borrowings  under  this
facility  will  be  used to repay a portion of the Senior Credit  Facility.
The Subordinated Credit Facility is payable over a 10-year period beginning
December 31, 2000.  The Senior Credit Facility is collateralized by all  of
the  assets  of  SCC.  In February 1998, SCC entered into 15-year  interest
rate  swap  agreements for 85% of the Senior Debt Facility on a  fixed-rate
basis  of  6.7%.  SCC is exposed to market risks from movements in interest
rates  if the counterparties to the interest rate swap agreements  were  to
default on contractual payments.  SCC does not anticipate nonperformance by
any  counterparty to these interest rate swap agreements.  At December  31,
1998, SCC has outstanding interest rate swap agreements totaling a notional
amount  of  $302.3 million.  The estimated fair value of the interest  rate
swap  agreements,  which represent the estimated amount SCC  would  pay  to
terminate  the  swaps  at  December 31, 1998, is a  net  liability  of  $45
million.   Certain cash balances, primarily related to SCC, are  restricted
from  being used to make loans and advances or to pay dividends to EPDC  by
the  amount  required  for debt payments, letter of  credit  expenses,  and
permitted project costs.  The total restricted cash was $25.7 million as of
December 31, 1998.

      In  December 1998, Damhead Creek Finance Limited (DCFL), an  indirect
wholly-owned  subsidiary of EPDC, entered into a BPS463.4  million  ($764.6
million)  non-recourse senior credit facility (Senior Credit  Facility)  to
finance  the  construction of a 792-MW gas-fired power plant  in  southeast
England.   Borrowings under the Senior Credit Facility  are  payable  after
completion  of  construction over a fifteen-year period beginning  December
31,  2001.   DCFL  also  entered  into a BPS36.1  million  ($59.6  million)
Subordinated  Credit  Facility that provides funding upon  the  earlier  of
completion  of  construction  or  July 22,  2001.   Borrowings  under  this
facility  will  be  used to repay a portion of the Senior Credit  Facility.
The  Subordinated  Credit  Facility  is  payable  over  a  ten-year  period
beginning  December  31, 2001.  All of the assets of DCFL  are  pledged  as
collateral  under  the  Senior Credit Facility.   Furthermore,  the  Senior
Credit  Facility requires DCFL to enter into interest rate hedge agreements
for  a  majority  of  the project debt.  Certain cash  balances,  primarily
related  to this project, are restricted from being used to make loans  and
advances  or  to  pay  dividends to EPDC by the amount  required  for  debt
payments,  letter  of credit expenses, and permitted  project  costs.   The
total restricted cash was $16.3 million at December 31, 1998.


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

       Provisions  within  the  Articles  of  Incorporation  or   pertinent
indentures and various other agreements relating to the long-term debt  and
preferred  stock of certain of Entergy Corporation's subsidiaries  restrict
the  payment of cash dividends or other distributions on their  common  and
preferred  stock.   Additionally,  PUHCA  prohibits  Entergy  Corporation's
subsidiaries from making loans or advances to Entergy Corporation.   As  of
December  31, 1998, Entergy Arkansas and Entergy Mississippi had restricted
retained  earnings unavailable for distribution to Entergy  Corporation  of
$199.3  million  and  $15.8  million,  respectively.   During  1998,   cash
dividends  paid  to Entergy Corporation by its subsidiaries totaled  $488.5
million.


NOTE 9.   COMMITMENTS AND CONTINGENCIES

Cajun - Coal Contracts (Entergy Corporation and Entergy Gulf States)

      Entergy  Gulf States filed declaratory judgment actions in  the  U.S.
Bankruptcy  Court  in which the Cajun bankruptcy case  is  pending.   These
actions  were filed to seek rulings declaring that Entergy Gulf  States  is
not  liable  for damages to certain coal suppliers and the rail  and  barge
companies that transport coal to Big Cajun 2, Unit 3 if their contracts are
rejected  in  the bankruptcy proceeding.  Collectively, the coal  suppliers
and  transporters  have asserted claims in the Cajun bankruptcy  case  that
exceed $1.6 billion.  Entergy Gulf States believes the damages alleged  are
significantly exaggerated.  In February 1999, the bankruptcy judge  entered
an  order  declaring that Entergy Gulf States has no obligation  under  the
contracts   between  the  coal  suppliers  and  transporters   and   Cajun.
Therefore,  if  the  contracts are rejected in the  bankruptcy  proceeding,
Entergy  Gulf  States  will  not  be  liable  to  the  coal  suppliers  and
transporters  for  the  damages  claimed by  them.   The  decision  of  the
bankruptcy judge is subject to appeal.

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

     Construction expenditures (including AFUDC and excluding nuclear fuel)
for  Entergy for the years 1999, 2000, and 2001 are estimated to total $1.4
billion,  $1.3 billion, and $1.4 billion, respectively.  Entergy will  also
require $952 million during the period 1999-2001 to meet long-term debt and
preferred  stock  maturities and cash sinking fund  requirements.   Entergy
plans  to meet these requirements primarily with internally generated funds
and cash on hand, supplemented by proceeds of the issuance of debt and from
outstanding  credit  facilities.  Certain domestic  utility  companies  and
System Energy may also continue the acquisition or refinancing of all or  a
portion  of  certain  outstanding series of preferred stock  and  long-term
debt.

Sales Warranties and Indemnities (Entergy Corporation)

     In the Entergy London and CitiPower sales transactions, Entergy or its
subsidiaries  made certain warranties to the purchasers.  These  warranties
include   representations  regarding  litigation,  accuracy  of   financial
accounts, and the adequacy of existing tax provisions.  Notice of  a  claim
on  the  CitiPower warranties must be given by December 2000, and Entergy's
potential liability is limited to A$100 million ($60 million).  Notice of a
claim on the Entergy London warranties must be given by June 30, 2001,  and
Entergy's liability is limited to BPS1.4 billion ($2.3 billion) on  certain
tax   warranties  and  BPS140  million  ($232  million)  on  the  remaining
warranties.  Entergy has also agreed to maintain the net asset value of the
subsidiary that sold Entergy London at $700 million through June 30,  2001.
Management  believes it has adequately provided reserves for  the  ultimate
resolution of such matters at December 31, 1998.

Fuel Purchase Agreements

(Entergy Arkansas and Entergy Mississippi)

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

(Entergy Gulf States)

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

      Entergy  Gulf  States has long-term gas contracts that  will  satisfy
approximately  17% of its annual requirements, which is the minimum  volume
Entergy   Gulf  States  is  required  to  purchase  under  the   contracts.
Additional  gas requirements are satisfied under less expensive  short-term
contracts.  Entergy Gulf States has a transportation service agreement with
a gas supplier that provides flexible natural gas service to the Sabine and
Lewis Creek generating stations.

(Entergy Louisiana)

      In  June  1992,  Entergy Louisiana agreed to a  renegotiated  20-year
natural  gas supply contract.  Entergy Louisiana agreed to purchase natural
gas  in  annual  amounts equal to approximately one-third of its  projected
annual  fuel  requirements  for certain generating  units.   Annual  demand
charges  associated with this contract are estimated to  be  $7.8  million.
Such  charges  aggregate  $109 million for the  years  1999  through  2012.
Entergy  Louisiana recovers the cost of fuel consumed during the generation
of electricity through its fuel adjustment clause.

(Entergy Corporation)

      Entergy's  global  power development business has  entered  into  gas
supply  contracts  at the project level to supply up to  100%  of  the  gas
requirements for the Saltend and Damhead Creek power plants located in  the
UK.   Both  contracts  have 15-year terms, are expected  to  commence  upon
operations  of  the  applicable power plant, and  include  a  take  or  pay
obligation for approximately 75% of the gas requirement for each plant.

Sales Agreements/Power Purchases

(Entergy Gulf States)

      In  1988,  Entergy Gulf States entered into a joint  venture  with  a
primary  term  of 20 years with Conoco, Inc., Citgo Petroleum  Corporation,
and  Vista  Chemical  Company (collectively the  Industrial  Participants),
whereby  Entergy Gulf States' Nelson Units 1 and 2 were sold  to  NISCO,  a
partnership  consisting  of the Industrial Participants  and  Entergy  Gulf
States.   The Industrial Participants supply the fuel for the units,  while
Entergy  Gulf States operates the units at the discretion of the Industrial
Participants and purchases the electricity produced by the units.   Entergy
Gulf   States   is  continuing  to  sell  electricity  to  the   Industrial
Participants.  For the years ended December 31, 1998, 1997, and  1996,  the
purchases  by  Entergy Gulf States of electricity from  the  joint  venture
totaled $57.5 million, $70.7 million, and $62.0 million, respectively.

(Entergy Louisiana)

      Entergy Louisiana has an agreement extending through the year 2031 to
purchase energy generated by a hydroelectric facility.  During 1998,  1997,
and   1996,   Entergy  Louisiana  made  payments  under  the  contract   of
approximately   $77.8   million,  $64.6   million,   and   $56.3   million,
respectively.   If  the  maximum percentage (94%) of  the  energy  is  made
available  to  Entergy  Louisiana,  current  production  projections  would
require  estimated payments of approximately $71.0 million in 1999,  and  a
total  of  $3.5 billion for the years 2000 through 2031.  Entergy Louisiana
currently  recovers  the  costs  of  purchased  energy  through  its   fuel
adjustment clause.

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

      Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy
New  Orleans have ownership interests in System Fuels of 35%, 33%, 19%, and
13%, respectively.  The owners of System Fuels have agreed to make loans to
System  Fuels  to  finance  its  fuel procurement,  delivery,  and  storage
activities.  As of December 31, 1998, Entergy Arkansas, Entergy  Louisiana,
Entergy   Mississippi,   and   Entergy  New   Orleans   had   approximately
$11.0 million, $14.2 million, $5.5 million, and $3.3 million, respectively,
in loans outstanding to System Fuels, which mature in 2008.

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

      The  Price-Anderson Act limits public liability for a single  nuclear
incident  to approximately $9.8 billion.  Protection for this liability  is
provided through a combination of private insurance (currently $200 million
each  for  Entergy  Arkansas, Entergy Gulf States, Entergy  Louisiana,  and
System  Energy)  and an industry assessment program.  Under the  assessment
program, the maximum payment requirement for each nuclear incident would be
$88.1  million per reactor, payable at a rate of $10 million  per  licensed
reactor per incident per year.  Entergy has five licensed reactors.   As  a
co-licensee  of Grand Gulf 1 with System Energy, SMEPA would share  10%  of
this  obligation.   In  addition,  each owner/licensee  of  Entergy's  five
nuclear  units  participates in a private insurance program  that  provides
coverage for worker tort claims filed for bodily injury caused by radiation
exposure.   The  program provides for a maximum assessment of approximately
$16  million  for  the five nuclear units in the event that  losses  exceed
accumulated reserve funds.

     Entergy  Arkansas, Entergy Gulf States, Entergy Louisiana, and  System
Energy are also members of certain insurance programs that provide coverage
for    property    damage,   including   decontamination   and    premature
decommissioning  expense,  to members' nuclear generating  plants.   As  of
December   31,  1998,  Entergy  Arkansas,  Entergy  Gulf  States,   Entergy
Louisiana,  and System Energy were each insured against such losses  up  to
$2.3  billion.  In addition, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans are members  of  an
insurance  program  that  covers  certain replacement  power  and  business
interruption  costs incurred due to prolonged nuclear unit outages.   Under
the  property damage and replacement power/business interruption  insurance
programs,  these  Entergy subsidiaries could be subject to  assessments  if
losses  exceed  the  accumulated funds available to the  insurers.   As  of
December  31, 1998, the maximum amounts of such possible assessments  were:
Entergy  Arkansas  - $17.9 million; Entergy Gulf States  -  $13.5  million;
Entergy  Louisiana  - $15.5 million; Entergy Mississippi  -  $0.7  million;
Entergy  New  Orleans - $0.4 million; and System Energy  -  $12.4  million.
Under  its  agreement  with  System Energy, SMEPA  would  share  in  System
Energy's obligation.

      The  amount of property insurance maintained for each Entergy nuclear
unit  exceeds  the  NRC's  minimum  requirement  for  nuclear  power  plant
licensees  of  $1.06 billion per site.  NRC regulations  provide  that  the
proceeds  of this insurance must be used, first, to place and maintain  the
reactor   in  a  safe  and  stable  condition  and,  second,  to   complete
decontamination operations.  Only after proceeds are dedicated for such use
and  regulatory  approval is secured would any remaining proceeds  be  made
available for the benefit of plant owners or their creditors.

Spent  Nuclear Fuel and Decommissioning Costs (Entergy Corporation, Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy)

      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and  System
Energy  provide for estimated future disposal costs for spent nuclear  fuel
in  accordance  with  the Nuclear Waste Policy Act of 1982.   The  affected
Entergy companies entered into contracts with the DOE, whereby the DOE will
furnish  disposal service at a cost of one mill per net KWH  generated  and
sold  after April 7, 1983, plus a one-time fee for generation prior to that
date.   Entergy  Arkansas  is  the  only  Entergy  company  that  generated
electricity  with  nuclear  fuel prior to that  date  and  has  recorded  a
liability as of December 31, 1998 of approximately $130 million.  The  fees
payable  to the DOE may be adjusted in the future to assure full  recovery.
Entergy considers all costs incurred or to be incurred for the disposal  of
spent  nuclear  fuel, except accrued interest, to be proper  components  of
nuclear  fuel expense.  Provisions to recover such costs have been or  will
be made in applications to regulatory authorities.

      Delays  have  occurred in the DOE's program for  the  acceptance  and
disposal  of  spent  nuclear fuel at a permanent repository.   In  February
1993,  the  DOE asserted that it did not have a legal obligation to  accept
spent  nuclear fuel without an operational repository for which it has  not
yet  arranged.   Entergy  Operations and System Fuels  joined  in  lawsuits
against  the DOE in the U.S. Court of Appeals for the D.C. Circuit, seeking
clarification  of  the DOE's responsibility to receive spent  nuclear  fuel
beginning in 1998.  The original suits asked for: 1) a ruling stating  that
the  Nuclear Waste Policy Act requires the DOE to begin taking title to the
spent fuel and to start removing it from nuclear power plants in 1998; 2) a
mandate  for the DOE's nuclear waste management program to begin  accepting
fuel  in 1998 and for court monitoring of the program; and 3) the potential
for  escrow of payments to a nuclear waste fund instead of directly to  the
DOE.  In July 1996, the court reversed the DOE's interpretation of the 1998
obligation and unanimously ruled that the Nuclear Waste Policy Act  creates
an  unconditional obligation to begin acceptance of spent fuel by 1998, but
did not make a ruling on the remedies.

       In  December  1996,  the  DOE  notified  contract  holders  that  it
anticipated it would not be able to begin such acceptance until after  that
date.   In  January 1997, Entergy Operations and a coalition of 36 electric
utilities and 46 state agencies filed lawsuits to suspend payments  to  the
Nuclear  Waste  Fund.  The lawsuits asked the court to: (i) find  that  the
December 1996 DOE letter demonstrates breach of contract on the part of the
DOE;  (ii) order utilities to place the Nuclear Waste Fund payments  in  an
escrow  account and not provide the funds to the DOE until it fulfills  its
obligation;  (iii)  prevent  the  DOE from taking  adverse  action  against
utilities that withhold payments; and (iv) order the DOE to submit  a  plan
to the court describing how the agency intends to fulfill its obligation on
an  ongoing  basis.   In  November 1997, the  court  reaffirmed  the  DOE's
unconditional obligation to begin accepting spent fuel by January 1998, and
ordered  the DOE to proceed with contractual remedies consistent  with  the
DOE's  unconditional obligation.  Nevertheless, the ruling did not  address
the  plaintiffs'  request for authority to withhold payments  to  the  DOE.
Therefore,  in  December 1997, Entergy Operations and  a  coalition  of  27
utilities petitioned the DOE to suspend and escrow future payments  to  the
DOE's  waste  fund beginning February 1, 1998.  In January  1998,  the  DOE
rejected  the  coalition's petition.  In February 1998, Entergy  Operations
and  the  coalition of 36 electric utilities filed a motion with the  court
seeking enforcement of its November 1997 order and other relief.  The court
denied this petition in May 1998.

     Pending DOE acceptance and disposal of spent nuclear fuel, all Entergy
companies  are  responsible  for their own  spent  fuel  storage.   Current
on-site  spent  fuel storage capacity at Grand Gulf 1  and  River  Bend  is
estimated to be sufficient until approximately 2004 and 2008, respectively.
The  spent  fuel  pool  at  Waterford  3  is  being  expanded  through  the
replacement  of  the  existing storage racks with  higher  density  storage
racks.   This  expansion should provide sufficient storage for Waterford  3
until  2010.   Current  on-site  spent fuel  storage  capacity  at  ANO  is
estimated  to be sufficient until 2000.  An ANO storage facility using  dry
casks  began operation in 1996.  This facility may be expanded as required.
The  initial  cost  of  providing additional  on-site  spent  fuel  storage
capability  anticipated to be required at Grand Gulf 1 and  River  Bend  is
expected  to  be in the range of $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 2004 and 2008 for Grand Gulf 1 and River Bend, respectively,
until the DOE's repository or storage facility begins accepting such units'
spent fuel.

      Total  decommissioning costs as of December 31, 1998, for the Entergy
nuclear  power  plants, excluding co-owner shares, have been  estimated  as
follows:
                                                         Total Estimated
                                                      Decommissioning Costs
                                                          (In Millions)
ANO 1 and ANO 2 (based on a 1998 cost study reflecting
   1997 dollars)                                             $813.1
River Bend (based on a 1996 cost study reflecting
   1996 dollars)                                              419.0
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
                                                           --------
                                                           $1,918.1
                                                           ========

     A decommissioning cost update was prepared for River Bend in 1998 that
produced  a  revised decommissioning cost estimate of $562.7 million.   The
cost update was filed with the PUCT in November 1998 for review.

      Entergy  Arkansas and Entergy Louisiana are authorized to recover  in
rates  amounts that, when added to estimated investment income,  should  be
sufficient  to meet the above estimated decommissioning costs for  ANO  and
Waterford 3, respectively.  In the Texas retail jurisdiction, Entergy  Gulf
States  is recovering in rates River Bend decommissioning costs that  total
$385.2 million, based on the 1996 cost study.  Entergy Gulf States included
decommissioning  costs based on the 1998 update in  the  PUCT  rate  review
filed  in November 1998.  That review is ongoing.  In the Louisiana  retail
jurisdiction, Entergy Gulf States included decommissioning costs, based  on
the 1996 study, in the LPSC rate review filed in May 1996.  In June 1996, a
rate   decrease  was  implemented  that  included  decommissioning  revenue
requirements based on the 1996 study.  In September 1998, the  LPSC  issued
an  order  accepting  the  1996 cost study amount  of  $419  million.   The
September  1998  order  has been appealed.  System  Energy  was  previously
recovering  in  rates  amounts sufficient to fund  $198  million  (in  1989
dollars) of its Grand Gulf 1 decommissioning costs.  System Energy included
decommissioning costs (based on the 1994 study) in its rate increase filing
with  FERC.  Rates requested in this proceeding were placed into effect  in
December 1995, subject to refund.  FERC has not yet issued an order in  the
System Energy rate case.

      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and  System
Energy  periodically  review  and update estimated  decommissioning  costs.
Although  Entergy is presently under-recovering for Grand  Gulf  and  River
Bend,  based  on  the  above estimates, applications  have  been  and  will
continue to be made to the appropriate regulatory authorities to reflect in
rates  any  future change in projected decommissioning costs.  The  amounts
recovered  in  rates  are deposited in trust funds and reported  at  market
value  as  quoted on nationally traded markets or as determined  by  widely
used  pricing  services.   These  trust  fund  assets  largely  offset  the
accumulated  decommissioning  liability that  is  recorded  as  accumulated
depreciation  for  Entergy  Arkansas,  Entergy  Gulf  States,  and  Entergy
Louisiana,  and  is recorded as other deferred credits for  System  Energy.
The  liability associated with the trust funds received from Cajun with the
transfer  of  Cajun's  30% share of River Bend is also  recorded  as  other
deferred credits by Entergy Gulf States.

       The  cumulative  liabilities  and  actual  decommissioning  expenses
recorded in 1998 by Entergy were as follows:

                 Cumulative                        1998            Cumulative
             Liabilities as of   1998 Trust  Decommissioning  Liabilities as of
             December 31, 1997    Earnings       Expenses     December 31, 1998

ANO 1 and ANO 2     $227.0          $10.8          $15.6             $253.4
River Bend           180.7            2.1            5.8              188.6
Waterford 3           60.2            2.9            8.8               71.9
Grand Gulf 1          83.2            5.2           18.9              107.3
                    ------          -----          -----             ------
                    $551.1          $21.0          $49.1             $621.2
                    ======          =====          =====             ======

      In 1997 and 1996, ANO's decommissioning expense was $17.3 million and
$20.1 million, respectively; River Bend's decommissioning expense was  $7.5
million  and  $6.0  million,  respectively; Waterford  3's  decommissioning
expense  was $8.8 million in both years, and Grand Gulf 1's decommissioning
expense was $19.0 million in both years.  The actual decommissioning  costs
may vary from the estimates because of regulatory requirements, changes  in
technology,  and  increased  costs  of  labor,  materials,  and  equipment.
Management  believes that actual decommissioning costs  are  likely  to  be
higher than the estimated amounts presented above.

      The  SEC has questioned certain of the financial accounting practices
of  the  electric utility industry regarding the recognition,  measurement,
and  classification  of  decommissioning costs for nuclear  plants  in  the
financial  statements  of  electric  utilities.   In  response   to   these
questions,  the  FASB has been reviewing the accounting for decommissioning
and has expanded the scope of its review to include liabilities related  to
the  closure  and  removal of all long-lived assets.  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  EPAct  contains  a  provision  that  assesses  domestic  nuclear
utilities  with  fees  for the decontamination and decommissioning  of  the
DOE's   past  uranium  enrichment  operations.   The  decontamination   and
decommissioning  assessments are being used to set up  a  fund  into  which
contributions  from utilities and the federal government  will  be  placed.
Entergy  Arkansas,  Entergy  Gulf States,  Entergy  Louisiana,  and  System
Energy's annual assessments, which will be adjusted annually for inflation,
are  approximately  $3.8  million, $0.9 million,  $1.4  million,  and  $1.6
million (in 1998 dollars), respectively, for approximately 15 years.  As of
December   31,  1998,  Entergy  Arkansas,  Entergy  Gulf  States,   Entergy
Louisiana,  and  System Energy had recorded liabilities of  $30.2  million,
$5.3   million,  $11.5  million,  and  $11.3  million,  respectively,   for
decontamination  and decommissioning fees in other current liabilities  and
other  noncurrent  liabilities.   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  recover  these costs through rates in the same manner  as  other  fuel
costs.

ANO Matters  (Entergy Corporation and Entergy Arkansas)

      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  mid-cycle outage in May 1998.  Turbine modifications were installed
in  May  1997  to  restore most of the output lost due to  steam  generator
fouling  and tube plugging.  The unit may be approaching the current  limit
for  the number of steam generator tubes that can be plugged with the  unit
in  operation.  If the established limit is reached during a future outage,
it could become necessary for Entergy Operations to insert sleeves in steam
generator  tubes  that were previously plugged.  In October  1996,  Entergy
Corporation's  Board of Directors authorized Entergy Arkansas  and  Entergy
Operations to negotiate a contract for the fabrication and installation  of
replacement  steam  generators at ANO 2.  Entergy  estimates  the  cost  of
fabrication  and  replacement of the steam generators to  be  approximately
$150  million.  Entergy Operations has entered into contracts, with certain
cancellation  provisions, for the design, fabrication, and installation  of
replacement steam generators.  It is anticipated that the steam  generators
will  be  installed during a planned refueling outage in 2000.  In December
1998,  the  APSC  issued an order finding replacement of the  ANO  2  steam
generators  is  in  the  public interest.  Entergy Operations  periodically
meets  with  the  NRC to discuss the results of inspections  of  the  steam
generator tubes, as well as the timing of future inspections.

Environmental Issues

(Entergy Gulf States)

      Entergy Gulf States has been designated as a PRP for the clean-up  of
certain  hazardous waste disposal sites.  Entergy Gulf States is  currently
negotiating  with the EPA and state authorities regarding the  clean-up  of
these sites.  Several class action and other suits have been filed in state
and  federal courts seeking relief from Entergy Gulf States and others  for
damages  caused by the disposal of hazardous waste and for asbestos-related
disease  allegedly resulting from exposure on Entergy Gulf States premises.
While  the  amounts  at  issue in the clean-up efforts  and  suits  may  be
substantial,  Entergy Gulf States believes that its results  of  operations
and  financial condition will not be materially adversely affected  by  the
outcome  of  the suits.  As of December 31, 1998, a remaining provision  of
$20  million  existed relating to the clean-up of the  remaining  sites  at
which Entergy Gulf States has been designated as a PRP.

(Entergy Louisiana)

      During  1993,  the LDEQ issued new rules for solid waste  regulation,
including  regulation  of wastewater impoundments.  Entergy  Louisiana  has
determined  that  certain of its power plant wastewater  impoundments  were
affected by these regulations and has chosen to upgrade or close them.   As
a  result,  a  remaining recorded liability in the amount of  $5.9  million
existed  as  of December 31, 1998, for wastewater impoundment upgrades  and
closures.   Completion  of this work is pending LDEQ approval.   Cumulative
expenditures   relating  to  the  upgrades  and  closures   of   wastewater
impoundments are $7.1 million as of December 31, 1998.

City Franchise Ordinances (Entergy New Orleans)

      Entergy New Orleans provides electric and gas service in the City  of
New  Orleans  pursuant  to  City  franchise ordinances.   These  ordinances
contain  a continuing option for the City to purchase Entergy New  Orleans'
electric and gas utility properties.

Waterford 3 Lease Obligations  (Entergy Louisiana)

      On September 28, 1989, Entergy Louisiana entered into three identical
transactions for the sale and leaseback of undivided interests (aggregating
approximately 9.3%) in Waterford 3.  In July 1997, Entergy Louisiana caused
the lessors to issue $307,632,000 aggregate principal amount of Waterford 3
Secured  Lease  Obligation Bonds, 8.09% Series due 2017, to  refinance  the
outstanding  bonds  originally  issued  to  finance  the  purchase  of  the
undivided  interests by the lessors.  The lease payments  were  reduced  to
reflect  the lower interest costs.  Upon the occurrence of certain  events,
Entergy Louisiana may be obligated to pay amounts sufficient to permit  the
Owner  Participants  to  withdraw  from the  lease  transactions.   Entergy
Louisiana  may  be required to assume the outstanding bonds issued  by  the
Owner  Trustee  to  finance,  in  part, its acquisition  of  the  undivided
interests in Waterford 3.

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

      Entergy  Corporation, Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana,  and  Entergy New Orleans are defendants  in  numerous  lawsuits
filed  by  former employees asserting that they were wrongfully  terminated
and/or  discriminated  against  due to  age,  race,  and/or  sex.   Entergy
Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,  and
Entergy  New  Orleans are vigorously defending these  suits  and  deny  any
liability to the plaintiffs.  However, no assurance can be given as to  the
outcome of these cases.

Grand Gulf 1-Related Agreements

Capital Funds Agreement (Entergy Corporation and System Energy)

     Entergy Corporation has agreed to supply System Energy with sufficient
capital  to (i) maintain System Energy's equity capital at an amount  equal
to  a  minimum  of  35%  of its total capitalization (excluding  short-term
debt),  and (ii) permit the continued commercial operation of Grand Gulf  1
and  pay in full all indebtedness for borrowed money of System Energy  when
due.   In  addition,  under  supplements to  the  Capital  Funds  Agreement
assigning  System Energy's rights as security for specific debt  of  System
Energy,  Entergy Corporation has agreed to make cash capital  contributions
to enable System Energy to make payments on such debt when due.

      System  Energy  has  entered into agreements with  Entergy  Arkansas,
Entergy  Louisiana,  Entergy Mississippi, and Entergy New  Orleans  whereby
they  are  obligated to purchase their respective entitlements of  capacity
and  energy  from System Energy's 90% ownership and leasehold  interest  in
Grand  Gulf  1,  and to make payments that, together with  other  available
funds,  are  adequate to cover System Energy's operating expenses.   System
Energy  would  have  to secure funds from other sources, including  Entergy
Corporation's obligations under the Capital Funds Agreement, to  cover  any
shortfalls from payments received from Entergy Arkansas, Entergy Louisiana,
Entergy Mississippi, and Entergy New Orleans under these agreements.

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

     System Energy has agreed to sell all of its 90% owned and leased share
of  capacity  and  energy  from Grand Gulf 1 to Entergy  Arkansas,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans in accordance  with
specified percentages (Entergy Arkansas-36%, Entergy Louisiana-14%, Entergy
Mississippi-33%, and Entergy New Orleans-17%) as ordered by FERC.   Charges
under   this  agreement  are  paid  in  consideration  for  the  purchasing
companies'  respective entitlement to receive capacity and energy  and  are
payable  irrespective of the quantity of energy delivered so  long  as  the
unit  remains in commercial operation.  The agreement will remain in effect
until  terminated by the parties and the termination is approved  by  FERC,
most   likely  upon  Grand  Gulf  1's  retirement  from  service.   Monthly
obligations for payments under the agreement are approximately $21 million,
$8  million,  $19  million, and $10 million for Entergy  Arkansas,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans, respectively.

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

      Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy
New  Orleans  are  individually obligated to make payments or  subordinated
advances  to  System Energy in accordance with stated percentages  (Entergy
Arkansas-17.1%,  Entergy  Louisiana-26.9%, Entergy  Mississippi-31.3%,  and
Entergy  New Orleans-24.7%) in amounts that, when added to amounts received
under  the Unit Power Sales Agreement or otherwise, are adequate  to  cover
all  of  System Energy's operating expenses as defined, including an amount
sufficient  to  amortize  the cost of Grand Gulf  2  over  27  years.  (See
Reallocation Agreement terms below.)  System Energy has assigned its rights
to  payments  and  advances to certain creditors as  security  for  certain
obligations.   Since commercial operation of Grand Gulf 1,  payments  under
the  Unit Power Sales Agreement have exceeded the amounts payable under the
Availability  Agreement.  Accordingly, no payments under  the  Availability
Agreement  have  ever  been  required.   If  Entergy  Arkansas  or  Entergy
Mississippi  fails  to  make its Unit Power Sales Agreement  payments,  and
System  Energy  is  unable  to  obtain funds from  other  sources,  Entergy
Louisiana and Entergy New Orleans could become subject to claims or demands
by  System  Energy  or  its creditors for payments or  advances  under  the
Availability Agreement (or the assignments thereof) equal to the difference
between  their  required  Unit  Power Sales Agreement  payments  and  their
required Availability Agreement payments.

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

       System   Energy,   Entergy  Arkansas,  Entergy  Louisiana,   Entergy
Mississippi,   and  Entergy  New  Orleans  entered  into  the  Reallocation
Agreement relating to the sale of capacity and energy from Grand  Gulf  and
the  related  costs, in which Entergy Louisiana, Entergy  Mississippi,  and
Entergy   New   Orleans   agreed  to  assume  all  of   Entergy   Arkansas'
responsibilities  and  obligations with respect to  Grand  Gulf  under  the
Availability Agreement.  FERC's decision allocating a portion of Grand Gulf
1  capacity  and  energy  to Entergy Arkansas supersedes  the  Reallocation
Agreement as it relates to Grand Gulf 1.  Responsibility for any Grand Gulf
2  amortization amounts has been individually allocated (Entergy Louisiana-
26.23%,  Entergy Mississippi-43.97%, and Entergy New Orleans-29.80%)  under
the  terms  of  the  Reallocation  Agreement.   However,  the  Reallocation
Agreement  does not affect Entergy Arkansas' obligation to System  Energy's
lenders  under  the  assignments referred to in  the  preceding  paragraph.
Entergy  Arkansas would be liable for its share of such amounts if  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans were unable to meet
their  contractual  obligations.  No payments of any  amortization  amounts
will  be  required so long as amounts paid to System Energy under the  Unit
Power  Sales  Agreement, including other funds available to System  Energy,
exceed amounts required under the Availability Agreement, which is expected
to be the case for the foreseeable future.

Reimbursement Agreement (System Energy)

      In  December  1988,  System Energy entered  into  two  separate,  but
identical,  arrangements  for  the sale and  leaseback  of  an  approximate
aggregate 11.5% ownership interest in Grand Gulf 1.  In connection with the
equity  funding of the sale and leaseback arrangements, letters  of  credit
are  required  to be maintained to secure certain amounts payable  for  the
benefit  of  the equity investors by System Energy under the  leases.   The
current letters of credit are effective until January 15, 2000.

      Under  the  provisions  of  a  bank letter  of  credit  reimbursement
agreement,  System Energy has agreed to a number of covenants  relating  to
the maintenance of certain capitalization and fixed charge coverage ratios.
System  Energy  agreed, during the term of the reimbursement agreement,  to
maintain  its  equity  at not less than 33% of its adjusted  capitalization
(defined  in  the  reimbursement agreement to include certain  amounts  not
included in capitalization for financial statement purposes).  In addition,
System Energy must maintain, with respect to each fiscal quarter during the
term  of  the  reimbursement agreement, a ratio of adjusted net  income  to
interest   expense  (calculated,  in  each  case,  as  specified   in   the
reimbursement agreement) of at least 1.60 times earnings.  As  of  December
31,  1998,  System  Energy's equity approximated  37.33%  of  its  adjusted
capitalization, and its fixed charge coverage ratio was 2.58.

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

     In addition to those discussed above, Entergy and the domestic utility
companies are involved in a number of legal proceedings and claims  in  the
ordinary  course of their business.  While management is unable to  predict
the  outcome  of  such  litigation, it is not expected  that  the  ultimate
resolution of these matters will have a material adverse effect on  results
of operations, cash flows, or financial condition of these entities.

NOTE 10.  LEASES

General

     As of December 31, 1998, Entergy had capital leases and non-cancelable
operating  leases  for  equipment, buildings, vehicles,  and  fuel  storage
facilities  (excluding  nuclear fuel leases  and  the  sale  and  leaseback
transactions) with minimum lease payments as follows:

                                        Capital Leases

                                           Entergy       Entergy
Year                          Entergy     Arkansas    Gulf States
                                       (In Thousands)

1999                          $26,926      $10,953       $12,063
2000                           25,380        9,646        11,829
2001                           23,677        9,646        11,853
2002                           19,415        9,646         9,720
2003                           19,566        9,646         9,720
Years thereafter               59,031       32,565        26,466
                             -----------------------------------
Minimum lease payments        173,995       82,102        81,651
Less: Amount
  representing interest        40,538       23,898        15,540
                             -----------------------------------
Present value of net
  minimum lease payments     $133,457      $58,204       $66,111
                             ===================================

                                   Operating Leases

                                   Entergy    Entergy      Entergy
Year                     Entergy  Arkansas  Gulf States   Louisiana
                                     (In Thousands)

1999                     $66,644   $22,781    $17,437       $4,597
2000                      64,047    22,620     17,157        4,522
2001                      57,708    22,699     14,914        1,167
2002                      48,666    20,173     12,226        1,025
2003                      34,576     9,221     11,763          917
Years thereafter         146,003    37,171     45,236            -
                        ------------------------------------------
Minimum lease payments  $417,644  $134,665   $118,733      $12,228
                        ==========================================

     Rental expense for Entergy's leases (excluding nuclear fuel leases and
the  sale  and  leaseback  transactions) amounted  to  approximately  $69.4
million,  $70.7  million,  and  $62.1 million  in  1998,  1997,  and  1996,
respectively.   These  amounts include $19.4 million,  $19.7  million,  and
$26.0  million,  respectively, for Entergy Arkansas; $18.1  million,  $17.6
million,  and  $11.8 million, respectively, for Entergy  Gulf  States;  and
$13.3  million, $12.8 million, and $13.7 million, respectively, for Entergy
Louisiana.

Nuclear  Fuel  Leases   (Entergy  Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, System Energy)

      As  of  December  31,  1998, Entergy Arkansas, Entergy  Gulf  States,
Entergy Louisiana, and System Energy each had arrangements to lease nuclear
fuel  in  an aggregate amount up to $110 million, $75 million, $80 million,
and  $100  million, respectively. As of December 31, 1998, the  unrecovered
cost  base of Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's,
and  System  Energy's  nuclear fuel leases amounted to approximately  $95.6
million,  $46.6  million, $75.8 million, and $64.6  million,  respectively.
The  lessors finance the acquisition and ownership of nuclear fuel  through
credit  agreements  and the issuance of notes.  The credit  agreements  for
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy
have  been  extended  and  now have termination  dates  of  December  2000,
December  2000,  January  2000,  and  February  2001,  respectively.   Such
termination dates may be extended from time to time with the consent of the
lenders.   The intermediate-term notes issued pursuant to these fuel  lease
arrangements  have varying maturities through February  15,  2001.   It  is
expected  that  additional financing under the leases will be  arranged  as
needed  to  acquire additional fuel, to pay interest, and to  pay  maturing
debt.  However, if such additional financing cannot be arranged, the lessee
in  each case must purchase sufficient nuclear fuel to allow the lessor  to
meet its obligations.

      Lease  payments  are  based on nuclear fuel  use.   The  table  below
represents  the nuclear fuel lease expense and related interest charged  to
operations  by  the domestic utility companies and System Energy  in  1998,
1997, and 1996:

                         1998                1997                1996
                    Lease               Lease               Lease
                   Expense  Interest   Expense  Interest   Expense  Interest
                                           (In Millions)

Entergy Arkansas     $50.5    $4.9      $53.7     $6.4      $53.9      $7.1
Entergy Gulf States   26.1     3.1       25.5      3.2       27.1       4.2
Entergy Louisiana     36.8     3.9       29.4      3.7       39.8       4.9
System Energy         35.4     4.7       41.1      5.4       37.7       5.5
                    -------------------------------------------------------
Total               $148.8   $16.6     $149.7    $18.7     $158.5     $21.7
                    =======================================================

Sale and Leaseback Transactions

Waterford 3 Lease Obligations  (Entergy Louisiana)

      Entergy Louisiana is the lessee of three separate undivided interests
in Waterford 3 under three separate, but substantially identical, long-term
net leases.  The lessors under such leases acquired the undivided interests
(aggregating  approximately 9.3%) in Waterford 3 from Entergy Louisiana  in
three  separate sale-leaseback transactions that occurred in 1989.  Entergy
Louisiana  is  leasing  back the interests on a net  lease  basis  over  an
approximate 28-year basic lease term.  Approximately 87.7% of the aggregate
consideration paid by the lessors for their respective undivided  interests
was  provided to the lessors from the issuance of Waterford 3 Secured Lease
Obligation  Bonds (Initial Series Bonds) in 1989.  Interests were  acquired
from  Entergy Louisiana with funds obtained from the issuance and  sale  by
the  purchasers of intermediate-term and long-term secured lease obligation
bonds.   The  lease  payments  to  be made by  Entergy  Louisiana  will  be
sufficient to service such debt.

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

      In  July  1997, Entergy Louisiana caused the Waterford 3  lessors  to
issue  $307.6  million aggregate principal amount of  Waterford  3  Secured
Lease Obligation Bonds, 8.09% Series due 2017, to refinance the outstanding
bonds  originally issued to finance the purchase of the undivided interests
by  the lessors.  The lease payments have been reduced to reflect the lower
interest costs.

      Upon  the  occurrence of certain events (including  lease  events  of
default,  events of loss, deemed loss events or certain adverse  "Financial
Events"  with  respect  to  Entergy Louisiana), Entergy  Louisiana  may  be
obligated  to  pay amounts sufficient to permit the Owner  Participants  to
withdraw from the lease transactions, and Entergy Louisiana may be required
to  assume the outstanding bonds issued by the Owner Trustee to finance, in
part,   its  acquisition  of  the  undivided  interests  in  Waterford   3.
"Financial  Events"  include,  among  other  things,  failure  by   Entergy
Louisiana,  following  the  expiration of  any  applicable  grace  or  cure
periods, to maintain (1) as of the end of any fiscal quarter, total  equity
capital  (including  preferred stock) at least equal  to  30%  of  adjusted
capitalization, or (2) in respect of the 12-month period ending on the last
day  of any fiscal quarter, a fixed charge coverage ratio of at least 1.50.
As   of  December  31,  1998,  Entergy  Louisiana's  total  equity  capital
(including  preferred stock) was 47.5% of adjusted capitalization  and  its
fixed charge coverage ratio was 3.10.

      As  of December 31, 1998, Entergy Louisiana had future minimum  lease
payments (reflecting an overall implicit rate of 7.45%) in connection  with
the Waterford 3 sale and leaseback transactions, which are recorded as long-
term debt, as follows (in thousands):

1999                          $49,108
2000                           42,573   
2001                           40,909     
2002                           39,246     
2003                           59,709     
Years thereafter              472,429    
                             --------
Total                         703,974
Less: Amount
  representing interest       350,374
                             --------
Present value of net
  minimum lease payments     $353,600
                             ========


Grand Gulf 1 Lease Obligations (System Energy)

      In  December 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.

      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
ratemaking  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 net 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  $85.9
million and $84.0 million as of December 31, 1998, and 1997, respectively.

      As  of  December  31,  1998, System Energy had future  minimum  lease
payments (reflecting an implicit rate of 7.02%), which are recorded as long-
term debt as follows (in thousands):

1999                          $42,753
2000                           42,753   
2001                           46,803     
2002                           53,827     
2003                           48,524     
Years thereafter              610,913    
                             --------
Total                         845,573
Less: Amount
  representing interest       364,272
                             --------
Present value of net
  minimum lease payments     $481,301
                             ========
             


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

Pension Plans

      Entergy  has  two postretirement benefit plans, "Entergy  Corporation
Retirement  Plan  for  Non-Bargaining Employees" and  "Entergy  Corporation
Retirement  Plan for Bargaining Employees," covering substantially  all  of
its  domestic 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.

     Total 1998, 1997, and 1996 pension cost of Entergy Corporation and its
subsidiaries,   including  amounts  capitalized,  included  the   following
components (in thousands):

<TABLE>
<CAPTION>

1998                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                                <C>       <C>        <C>         <C>         <C>           <C>       <C>
Service cost-benefits earned
  during the period                $ 45,470  $  7,428   $  5,448    $  4,148    $  1,913      $   818   $ 2,494
Interest cost on projected
  benefit obligation                192,132    27,919     24,564      16,845      10,362        3,020     3,265
Expected return on assets          (233,058)  (31,119)   (32,506)    (22,526)    (12,335)      (2,082)   (3,979)
Amortization of transition asset     (9,740)   (2,335)    (2,387)     (2,808)     (1,250)        (196)     (597)
Amortization of prior service cost   11,459     1,226      1,434         558         480          259        80
                                   ----------------------------------------------------------------------------
Net pension cost (income)          $  6,263  $  3,119   $ (3,447)   $ (3,783)   $   (830)     $ 1,819   $ 1,263
                                   ============================================================================

</TABLE>


<TABLE>
<CAPTION>

1997                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                                <C>       <C>        <C>         <C>         <C>           <C>       <C>
Service cost-benefits earned
  during the period                $ 47,703  $  6,937   $  5,365    $  3,762    $  1,893      $   763   $ 2,389
Interest cost on projected
  benefit obligation                193,665    26,472     23,684      15,778      10,011        2,783     2,942
Expected return on assets          (220,641)  (28,050)   (29,119)    (19,988)    (11,258)      (1,915)   (3,480)
Amortization of transition asset     (2,546)   (2,336)    (2,387)     (2,808)     (1,250)        (195)     (597)
Amortization of prior service cost    4,266     1,227      1,434         558         480          259        80
                                   ----------------------------------------------------------------------------
Net pension cost (income)          $ 22,447  $  4,250   $ (1,023)   $ (2,698)   $   (124)     $ 1,695   $ 1,334
                                   ============================================================================

</TABLE>


<TABLE>
<CAPTION>

1996                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                                <C>       <C>        <C>         <C>         <C>           <C>       <C>
Service cost-benefits earned
  during the period                $ 31,584  $  7,605   $  5,852    $  4,684    $  2,157      $ 1,147   $ 2,658
Interest cost on projected
  benefit obligation                 84,303    24,540     20,952      15,735       9,462        2,973     2,645
Expected return on assets           (94,438)  (26,090)   (28,122)    (18,656)    (10,614)      (1,802)   (3,141)
Amortization of transition asset     (2,547)   (2,336)    (2,387)     (2,808)     (1,250)        (195)     (597)
Amortization of prior service cost    4,656     1,227      1,825         558         479          259        80
Recognized net (gain)/loss               69        31          -           -           -            -        38
                                   ----------------------------------------------------------------------------
Net pension cost (income)          $ 23,627  $  4,977   $ (1,880)   $   (487)   $    234      $ 2,382   $ 1,683
                                   ============================================================================

</TABLE>


       The  funded  status  of  Entergy's  various  pension  plans  as   of
December 31, 1998 and 1997 was (in thousands):


<TABLE>
<CAPTION>

1998                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                              <C>         <C>        <C>         <C>         <C>           <C>        <C>
Change in Projected Benefit                       
Obligation (PBO)
Balance at 1/1/98                $2,495,107  $381,581   $327,842    $226,254    $140,317      $ 40,568   $46,433
Service cost                         45,470     7,428      5,448       4,148       1,913           818     2,494
Interest cost                       192,132    27,919     24,564      16,845      10,362         3,020     3,265
Actuarial (gain)/loss               142,217    41,742     45,302      29,769      15,544         5,319     4,005
Benefits paid                      (161,999)  (23,032)   (25,868)    (15,158)     (9,358)       (1,844)     (658)
Disposition of subsidiaries      (1,159,676)        -          -           -           -             -         -
                                 -------------------------------------------------------------------------------
Balance at 12/31/98              $1,553,251  $435,638   $377,288    $261,858    $158,778      $ 47,881   $55,539
                                 -------------------------------------------------------------------------------

Change in Plan Assets
Fair value of assets at 1/1/98   $3,133,232  $427,175   $454,912    $317,650    $174,434      $ 23,145   $52,539
Actual return on plan assets        472,181    67,058     76,254      54,171      27,318         2,000     8,440
Employer contributions               72,596     2,152      8,067           -          44         5,626       211
Benefits paid                      (161,999)  (23,032)   (25,868)    (15,158)     (9,358)       (1,844)     (658)
Disposition of subsidiaries      (1,724,818)        -          -           -           -             -         -
                                 -------------------------------------------------------------------------------
Fair value of assets at 12/31/98 $1,791,192  $473,353   $513,365    $356,663    $192,438      $ 28,927   $60,532
                                 -------------------------------------------------------------------------------

Funded status                      $237,941   $37,715   $136,077    $ 94,805    $ 33,660      $(18,954)  $ 4,993
Unrecognized transition asset       (24,798)   (7,007)    (4,775)     (8,423)     (3,751)         (376)   (4,097)
Unrecognized prior service cost      32,748    12,429     11,215       4,796       3,935         1,447       941
Unrecognized net (gain)/loss       (239,781)  (63,274)  (178,188)    (87,536)    (33,921)       12,507    (7,100)
                                   -----------------------------------------------------------------------------
Prepaid/(accrued) pension cost     $  6,110  $(20,137)  $(35,671)   $  3,642    $    (77)     $ (5,376)  $(5,263)
                                   -----------------------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>

1997                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                              <C>         <C>        <C>         <C>         <C>           <C>        <C>
Change in Projected Benefit                       
Obligation (PBO)
Balance at 1/1/97*               $2,358,442  $338,306   $315,781    $217,710    $129,577      $ 41,511   $38,401
Service cost                         47,703     6,937      5,365       3,762       1,893           763     2,389
Interest cost                       193,665    26,472     23,684      15,778      10,011         2,783     2,942
Amendments                            2,121         -      2,121           -           -             -         -
Employee contributions                6,107         -          -           -           -             -         -
Actuarial (gain)/loss                48,563    32,405      7,262       3,907       7,871        (3,025)    3,302
Benefits paid                      (161,494)  (22,539)   (26,371)    (14,903)     (9,035)       (1,464)     (601)
                                 -------------------------------------------------------------------------------
Balance at 12/31/97              $2,495,107  $381,581   $327,842    $226,254    $140,317      $ 40,568   $46,433
                                 -------------------------------------------------------------------------------

Change in Plan Assets
Fair value of assets at 1/1/97*  $2,870,072  $374,849   $397,749    $271,857    $150,398      $ 21,801   $43,824
Actual return on plan assets        392,908    73,994     83,291      59,038      30,058         1,896     9,044
Employer contributions               31,746       871        243       1,658       3,013           912       272
Benefits paid                      (161,494)  (22,539)   (26,371)    (14,903)     (9,035)       (1,464)     (601)
                                 -------------------------------------------------------------------------------
Fair value of assets at 12/31/97 $3,133,232  $427,175   $454,912    $317,650    $174,434      $ 23,145   $52,539
                                 -------------------------------------------------------------------------------

Funded status                      $638,125   $45,594   $127,070    $ 91,396    $ 34,117      $(17,423)  $ 6,106
Unrecognized transition asset       (32,151)   (9,343)    (7,162)    (11,230)     (5,001)         (571)   (4,694)
Unrecognized prior service cost      35,500    13,656     12,649       5,353       4,414         1,706     1,021
Unrecognized net (gain)/loss       (420,802)  (69,076)  (179,742)    (85,660)    (34,482)        7,106    (6,645)
                                   -----------------------------------------------------------------------------
Prepaid/(accrued) pension cost     $220,672  $(19,169)  $(47,185)   $   (141)   $   (952)     $ (9,182)  $(4,212)
                                   -----------------------------------------------------------------------------

*  As a result of the London Electricity acquisition, effective February 7, 
   1997, the PBO balance and the fair value of assets at January 1, 1997
   include $1.1 billion and $1.5 billion, respectively, related to Entergy
   London.

</TABLE>


       The   significant  actuarial  assumptions  used  in  computing   the
information above for the domestic utility companies and System Energy  for
1998, 1997, and 1996 were as follows:

                                            1998     1997      1996
                                                                 
Weighted-average discount rate             6.75%    7.25%     7.75%
Weighted-average  rate  of  increase  in                         
  future compensation levels                4.6%     4.6%      4.6%
Expected long-term rate of return on plan                        
  assets                                    9.0%     9.0%      9.0%

Transition  assets of Entergy are being amortized over  the
  greater  of  the  remaining  service  period  of   active
  participants or 15 years.
                              

Other Postretirement Benefits

      Entergy also provides certain health care and life insurance benefits
for  retired  employees.  Substantially all domestic employees  may  become
eligible  for  these  benefits if they reach  retirement  age  while  still
working for Entergy.

      Effective January 1, 1993, Entergy adopted SFAS 106, which required a
change  from  a  cash  method  to  an  accrual  method  of  accounting  for
postretirement benefits other than pensions. The domestic utility companies
have  sought  approval,  in their respective regulatory  jurisdictions,  to
implement the appropriate accounting requirements related to SFAS  106  for
ratemaking   purposes.   Entergy  Arkansas  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  a  five-year period that began  January  1,  1993.   In
December  1997, the APSC issued an order allowing the 15-year  amortization
of  this regulatory asset.  In 1998, Entergy Arkansas began to recover  its
SFAS  106 expenses (including the amortization of the regulatory asset)  in
rates  as  allowed by the APSC.  Entergy Mississippi is expensing its  SFAS
106  costs, which are reflected in rates pursuant to an order from the MPSC
in  connection  with Entergy Mississippi's formulary incentive  rate  plan.
Entergy  New  Orleans  is expensing its SFAS 106 costs.   Pursuant  to  the
PUCT's  May  26,  1995,  amended order, Entergy Gulf  States  is  currently
collecting  the  Texas portion of its SFAS 106 costs  in  rates.  The  LPSC
ordered  Entergy Gulf States and Entergy Louisiana to continue the  use  of
the   pay-as-you-go  method  for  ratemaking  purposes  for  postretirement
benefits  other  than  pensions, but the LPSC retains  the  flexibility  to
examine  individual  companies' accounting for postretirement  benefits  to
determine if special exceptions to this order are warranted.

       Pursuant   to  regulatory  directives,  Entergy  Arkansas,   Entergy
Mississippi,  Entergy  New  Orleans, the portion  of  Entergy  Gulf  States
regulated  by  the  PUCT,  and  System Energy fund  postretirement  benefit
obligations  collected in rates.  System Energy is  funding  on  behalf  of
Entergy  Operations postretirement benefits associated with Grand  Gulf  1.
Entergy  Louisiana and Entergy Gulf States continue to fund  a  portion  of
these  benefits  regulated by the LPSC and FERC on a  pay-as-you-go  basis.
The  assets of the various postretirement benefit plans other than pensions
include  common stocks, fixed-income securities, and a money  market  fund.
At  January  1, 1993, the actuarially determined accumulated postretirement
benefit  obligation  (APBO) earned by retirees  and  active  employees  was
estimated  to be approximately $241.4 million and $128 million for  Entergy
(other than Entergy Gulf States) and for Entergy Gulf States, respectively.
Such  obligations  are being amortized over a 20-year period  beginning  in
1993.

      Total  1998, 1997, and 1996 postretirement benefit costs  of  Entergy
Corporation  and  its  subsidiaries,  including  amounts  capitalized   and
deferred, included the following components (in thousands):


<TABLE>
<CAPTION>

1998                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                                <C>       <C>        <C>         <C>         <C>           <C>       <C>
Service cost-benefits earned
  during the period                $ 13,878  $  3,325   $  2,553    $  1,776    $    862      $   432   $   871
Interest cost on APBO                28,443     6,519      8,103       4,089       2,085        2,714       652
Expected return on assets            (5,260)     (215)    (2,385)          -      (1,059)      (1,155)     (446)
Amortization of transition 
    obligation                       17,874     3,954      5,803       2,971       1,502        2,678       262
Amortization of prior service cost       44         -         44           -           -            -         -
Recognized net (gain)/loss           (3,501)        -     (1,216)       (686)       (264)      (1,024)      (79)
                                   ----------------------------------------------------------------------------
Net postretirement benefit cost    $ 51,478  $ 13,583   $ 12,902    $  8,150    $  3,126      $ 3,645   $ 1,260
                                   ============================================================================

</TABLE>


<TABLE>
<CAPTION>

1997                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                                <C>       <C>        <C>         <C>         <C>           <C>       <C>
Service cost-benefits earned
  during the period                $ 13,991  $  3,204   $  3,227    $  2,081    $  1,092      $   618   $   939
Interest cost on APBO                29,317     6,232      9,466       4,490       2,278        3,106       648
Expected return on assets            (3,386)        -     (1,637)          -        (695)        (840)     (214)
Amortization of transition 
    obligation                       15,686     3,954      5,803       2,971       1,502        2,678       262
Amortization of prior service cost       44         -         44           -           -            -         -
Recognized net (gain)/loss              134      (238)       672        (348)       (103)        (742)        -
                                   ----------------------------------------------------------------------------
Net postretirement benefit cost    $ 55,786  $ 13,152   $ 17,575    $  9,194    $  4,074      $ 4,820   $ 1,635
                                   ============================================================================

</TABLE>


<TABLE>
<CAPTION>

1996                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                                <C>       <C>        <C>         <C>         <C>           <C>       <C>
Service cost-benefits earned
  during the period                $ 14,351  $  3,128   $  3,476    $  2,155    $  1,081      $   661   $   890
Interest cost on APBO                26,133     5,580      8,164       4,283       2,171        3,085       512
Expected return on assets            (1,654)        -       (388)          -        (479)        (681)     (106)
Amortization of transition 
    obligation                       15,686     3,954      5,803       2,971       1,502        2,678       262
Amortization of prior service cost       44         -         44           -           -            -         -
Recognized net (gain)/loss           (1,516)     (557)      (477)       (277)        (44)        (701)      (53)
                                   ----------------------------------------------------------------------------
Net postretirement benefit cost    $ 53,044  $ 12,105   $ 16,622    $  9,132    $  4,231      $ 5,042   $ 1,505
                                   ============================================================================

</TABLE>


     The funded status of Entergy's postretirement plans as of December 31,
1998 and 1997 was (in thousands):


<TABLE>
<CAPTION>

1998                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                              <C>         <C>        <C>         <C>         <C>           <C>        <C>
Change in APBO
Balance at 1/1/98                $  427,962  $ 91,097   $136,228    $ 65,385    $ 33,273      $ 43,833   $10,464
Service cost                         13,878     3,325      2,553       1,776         862           432       871
Interest cost                        28,443     6,519      8,103       4,089       2,085         2,714       652
Amendments                            8,005     8,005          -           -           -             -         -
Actuarial (gain)/loss               (13,773)   (7,090)   (15,007)     (3,698)     (1,545)       (2,589)     (573)
Benefits paid                       (20,006)        -     (7,446)     (4,103)     (2,271)       (3,552)     (346)
                                 -------------------------------------------------------------------------------
Balance at 12/31/98              $  444,509  $101,856   $124,431    $ 63,449    $ 32,404      $ 40,838   $11,068
                                 -------------------------------------------------------------------------------

Change in Plan Assets
Fair value of assets at 1/1/98   $   59,688  $      -   $ 25,696    $      -    $ 11,807      $ 17,350   $ 4,835
Actual return on plan assets          4,616       713      1,165           -       1,612           405       721
Employer contributions               52,372    18,151     12,095       4,103       7,611         6,177     1,947
Benefits paid                       (27,097)   (7,090)    (7,446)     (4,103)     (2,271)       (3,552)     (347)
                                 -------------------------------------------------------------------------------
Fair value of assets at 12/31/98 $   89,579  $ 11,774   $ 31,510    $      -    $ 18,759      $ 20,380   $ 7,156
                                 -------------------------------------------------------------------------------

Funded status                     $(354,930) $(90,082)  $(92,921)   $(63,449)   $(13,645)     $(20,458)  $(3,912)
Unrecognized transition asset       160,613    55,344     81,247      41,604      21,027        37,505     3,670
Unrecognized prior service cost         379         -        379           -           -             -         -
Unrecognized net (gain)/loss         24,704     3,403    (14,186)     (7,351)     (4,539)      (12,337)   (1,327)
                                  ------------------------------------------------------------------------------
Prepaid/(accrued) postretirement   
  benefit asset/(liability)       $(169,234) $(31,335)  $(25,481)   $(29,196)   $  2,843      $  4,710   $(1,569)
                                  ------------------------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>

1997                                          Entergy    Entergy     Entergy     Entergy      Entergy    System
                                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
<S>                              <C>         <C>        <C>         <C>         <C>           <C>        <C>
Change in APBO
Balance at 1/1/97                $  365,199  $ 78,049   $112,801    $ 59,699    $ 30,229      $ 41,937   $ 7,849
Service cost                         13,991     3,204      3,227       2,081       1,092           618       939
Interest cost                        29,317     6,232      9,466       4,490       2,278         3,106       648
Actuarial (gain)/loss                43,908     9,072     17,897       3,040       1,573         1,880     1,225 
Benefits paid                       (24,453)   (5,460)    (7,163)     (3,925)     (1,899)       (3,708)     (197)
                                 -------------------------------------------------------------------------------
Balance at 12/31/97              $  427,962  $ 91,097   $136,228    $ 65,385    $ 33,273      $ 43,833   $10,464
                                 -------------------------------------------------------------------------------

Change in Plan Assets
Fair value of assets at 1/1/97   $   38,152  $      -   $ 15,599    $      -    $  7,553      $ 12,711   $ 2,289
Actual return on plan assets         11,626         -      6,080           -       1,819         3,216       511
Employer contributions               34,363     5,460     11,180       3,925       4,334         5,131     2,232
Benefits paid                       (24,453)   (5,460)    (7,163)     (3,925)     (1,899)       (3,708)     (197)
                                 -------------------------------------------------------------------------------
Fair value of assets at 12/31/97 $   59,688  $      -   $ 25,696    $      -    $ 11,807      $ 17,350   $ 4,835
                                 -------------------------------------------------------------------------------

Funded status                     $(368,274) $(91,097) $(110,532)   $(65,385)   $(21,466)     $(26,483)  $(5,629)
Unrecognized transition asset       172,085    59,298     87,050      44,575      22,529        40,183     3,932
Unrecognized prior service cost         423         -        423           -           -             -         -
Unrecognized net (gain)/loss         25,638    (4,104)    (1,615)     (4,338)     (2,705)      (11,522)     (559)
                                  ------------------------------------------------------------------------------
Prepaid/(accrued) postretirement   
  benefit asset/(liability)       $(170,128) $(35,903)  $(24,674)   $(25,148)   $ (1,642)     $  2,178   $(2,256)
                                  ------------------------------------------------------------------------------

</TABLE>


      The assumed health care cost trend rate used in measuring the APBO of
Entergy was 6.0% for 1999, gradually decreasing each successive year  until
it  reaches  5.0% in 2006.  A one percentage-point change  in  the  assumed
health  care cost trend rate for 1998 would have the following effects  (in
thousands):

<TABLE>
<CAPTION>
                                                         
                     1 Percentage Point Increase         1 Percentage Point Decrease
                                   Increase in the                        Decrease in the
                     Increase in    sum of service    Decrease in the     sum of service
         1998          the APBO   cost and interest         APBO         cost and interest
                                         cost                                  cost
  <S>                  <C>                 <C>              <C>                 <C> 
  Entergy              $37,073             $4,930           ($31,149)           ($4,037)
  Entergy Arkansas       7,997              1,119             (6,746)              (918)
  Entergy Gulf States   11,085              1,214             (9,338)            (1,000)
  Entergy Louisiana      4,801                626             (4,051)              (515)
  Entergy Mississippi    2,422                301             (2,042)              (248)
  Entergy New Orleans    2,574                239             (2,206)              (201)
  System Energy          1,248                250             (1,025)              (201)
</TABLE>


The  significant  actuarial assumptions used in determining  the  APBO  for
1998, 1997, and 1996 were as follows:

                                        1998     1997      1996
                                                             
Weighted-average discount rate         6.75%    7.25%     7.75%
Weighted-average rate of increase in                         
  future compensation levels            4.6%     4.6%      4.6%
Expected long-term rate of return on                         
  plan assets                           9.0%     9.0%      9.0%


NOTE 12.  DISPOSITION OF SUBSIDIARY BUSINESSES (Entergy Corporation)

      In August 1998, Entergy's Board of Directors approved a new strategic
direction for Entergy that included the sale of several businesses.   These
businesses  include Entergy London and its wholly-owned  subsidiary  London
Electricity;   CitiPower  Pty.;  Edesur,  S.A.;  Entergy  Security,   Inc.;
Efficient    Solutions,   Inc.;   and   certain   portions   of   Entergy's
telecommunications  businesses.   The  results  of  operations   of   these
businesses are included in Entergy's Consolidated Statements of Income  and
Comprehensive  Income through their respective dates  of  sale.   Gains  or
losses  arising from sales concluded in 1998 are included in "Other  Income
(Deductions), Sale of non-regulated businesses" in that statement.

      In  September  1998,  Entergy sold its energy management  subsidiary,
Efficient  Solutions, Inc. (formerly Entergy Integrated  Solutions,  Inc.).
The loss on the sale was approximately $69 million ($36 million net of tax,
or $0.15 per common share).

     In  December  1998,  Entergy  sold  its  London,  England  electricity
distribution and supply subsidiary, London Electricity.  The  gain  on  the
sale was approximately $327 million ($247 million net of tax, or $1.00  per
common   share).   The  majority  of  the  net  proceeds  from  the  London
Electricity sale were invested in notes receivable totaling  BPS574 million
($947 million).  The banks obligated on the notes receivable are each rated
by  Standard & Poor's at A-1+ on their short-term obligations.  These notes
mature in August 1999.
     
     Entergy  has entered into foreign currency forward contracts to  hedge
the  U.S.  dollar  equivalent amount of these  notes  and  related  accrued
interest at maturity.  The forward contracts are in the notional amount  of
BPS600 million, mature in August 1999, and lock in an average spot rate  of
$1.666125 to BPS1.  The banks obligated on the forward contracts are  rated
by  Standard & Poor's at A-1 or above on their short-term obligations.   At
maturity,  Entergy  expects to receive approximately $1 billion,  including
accrued   interest,   from  the  notes  after  the  effects   of   hedging.
Management's  estimate  of the fair value of the forward  contracts  as  of
December 31, 1998, based on quoted currency exchange rates, is a net  asset
of approximately $7.3 million.

     In  December  1998, Entergy sold its Melbourne, Australia  electricity
distribution subsidiary, CitiPower.  The gain on the sale was approximately
$30 million ($19 million net of tax, or $0.08 per common share).

     In  January  1999,  Entergy sold its security  monitoring  subsidiary,
Entergy  Security, Inc., at a small gain.  This gain will be  reflected  in
Entergy's 1999 results of operations.

     The businesses sold through December 31, 1998 collectively represented
$6.7  billion  of  Entergy's total assets at the time of  their  respective
sales  and generated $177 million of Entergy's net income, excluding  gains
or  losses from disposition, for the year ended December 31, 1998.  Further
information on the results of operations and total assets of Entergy London
and CitiPower is included in Note 14 to the financial statements.

      An  adjustment  to the carrying amounts of Entergy's  investments  in
businesses  located in Asia was recorded in the fourth quarter  1998.   The
adjustment  reduced net income by $22 million, or $0.09 per  common  share.
Management believes that the sale prices of businesses remaining to be sold
at  December  31,  1998 will exceed their net book value,  and  no  further
adjustments to their carrying values are necessary.


NOTE 13.  TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf
States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and
System Energy)

      The  various  domestic  utility companies purchase  electricity  from
and/or sell electricity to other domestic utility companies, System Energy,
and  Entergy  Power (in the case of Entergy Arkansas) under rate  schedules
filed  with  FERC.  In addition, the domestic utility companies and  System
Energy  purchase  fuel  from System Fuels; receive  management,  technical,
advisory, operating, and administrative services from Entergy Services; and
receive   management,  technical,  and  operating  services  from   Entergy
Operations.

      As  described  in  Note 1, all of System Energy's operating  revenues
consist  of  billings  to  Entergy  Arkansas,  Entergy  Louisiana,  Entergy
Mississippi, and Entergy New Orleans.

      The tables below contain the various affiliate transactions among the
domestic utility companies and System Entergy (in millions).

                           Intercompany Revenues
                                     
          Entergy    Entergy     Entergy     Entergy      Entergy      System
         Arkansas  Gulf States  Louisiana  Mississippi  New Orleans    Energy
                                                                              
   1998   $162.0      $16.7       $16.7       $88.3        $11.0       $602.4
   1997   $230.8      $15.9       $ 3.4       $85.5        $11.1       $633.7
   1996   $283.6      $22.1       $ 6.8       $66.4        $ 2.9       $623.6

   Intercompany Operating Expenses (excluding transactions with Entergy
                                Operations)
                                     
           Entergy     Entergy     Entergy     Entergy      Entergy     System
          Arkansas   Gulf States  Louisiana  Mississippi  New Orleans   Energy
            (1)                                              
   1998    $353.7       $419.7      $269.0      $338.1       $194.9      $39.6
   1997    $335.0       $416.4      $326.7      $316.1       $177.1      $36.5
   1996    $346.7       $395.7      $331.3      $294.6       $185.9      $ 8.6

(1)Includes  $18.8  million  in  1998, $16.5 million  in  1997,  and  $38.8
   million in 1996 for power purchased from Entergy Power.
                                     
        Operating Expenses Paid or Reimbursed to Entergy Operations
                                     
                  Entergy       Entergy     Entergy     System
                 Arkansas     Gulf States  Louisiana    Energy
                                                          
    1998         $167.5         $114.2       $125.0     $62.8
    1997         $162.1         $ 63.5       $133.3     $64.7
    1996         $163.3         $133.7       $ 97.7     $98.1


NOTE  14.   BUSINESS SEGMENT INFORMATION  (Entergy Corporation and  Entergy
New Orleans)

      In 1998, Entergy adopted SFAS 131, "Disclosures about Segments of  an
Enterprise and Related Information."  Entergy's reportable segments  as  of
December  31,  1998 are domestic utility and power marketing  and  trading.
Entergy's  international electric distribution businesses,  Entergy  London
and  CitiPower,  were sold in December 1998.  These businesses  would  have
been  a reportable segment had they been held as of December 31, 1998,  and
financial information regarding them is also provided below.

      Domestic  utility  provides retail electric service  in  portions  of
Arkansas,  Louisiana,  Mississippi, and Texas,  and  provides  natural  gas
utility  service in portions of Louisiana.  Entergy's power  marketing  and
trading segment markets wholesale electricity, gas, other generating fuels,
and  electric capacity, and markets financial instruments to third parties.
Entergy's   reportable  segments  are  strategic  business  units   managed
separately due to their different operating and regulatory environments.

     Entergy's segment financial information is as follows (in thousands):
                                

<TABLE>                                
<CAPTION>
                                Domestic     Power       Entergy    CitiPower    All Other    Eliminations Consolidated
                                Utility    Marketing      London
                                          and Trading
                                                                                                                 
1998                                                                                                             
<S>                             <C>          <C>         <C>           <C>         <C>           <C>          <C>
Net income (loss)                $528,498     ($15,539)   $117,749      $3,103     $151,818              -      $785,629
Operating revenues              6,310,543    2,879,507   1,911,875     303,245      125,770       ($36,168)   11,494,772
Depreciation and amortization     717,068        5,059     126,586      28,444       61,022              -       938,179
Decommissioning                    46,750            -           -           -            -              -        46,750
Interest expense                  548,299          170     182,479      80,586       21,803           (822)      832,515
Interest income                    51,750        7,688       9,033           -       31,295              -        99,766
Income tax expense (benefit)      331,931       (8,216)      4,589           -      (61,569)             -       266,735
Total assets                   19,738,995      359,626           -           -    2,783,732        (34,330)   22,848,023
                                                                                                                 
1997                                                                                                             
Net income (loss)                $517,691      $14,161   ($147,335)    ($1,546)    ($82,072)             -      $300,899
Operating revenues              6,731,872      526,614   1,847,042     342,959      124,053       ($33,614)    9,538,926
Depreciation and amortization     713,490        4,789     121,365      32,702       55,110              -       927,456
Decommissioning                    52,552            -           -           -            -              -        52,552
Interest expense                  583,613           91     178,647      69,011       32,911         (2,001)      862,272
Interest income                    56,578        2,497      22,328          45       23,603              -       105,051
Income tax expense (benefit)      296,430        8,318     177,023      22,924      (33,354)             -       471,341
Total assets                   20,114,594      354,694   4,403,625   1,068,564    1,093,783        (34,560)   27,000,700
                                                                                                                        
1996                                                                                                                    
Net income (loss)                $555,284       $6,152           -     ($1,659)    ($69,214)             -      $490,563
Operating revenues              6,654,495      130,262           -     378,326       49,374       ($48,931)    7,163,526
Depreciation and amortization     676,749        5,580           -      34,477       20,370              -       737,176
Decommissioning                    53,772            -           -           -            -              -        53,772
Interest expense                  626,774          119           -      75,707       22,065         (4,630)      720,035
Interest income                    32,388        2,560           -         326        8,101              -        43,375
Income tax expense (benefit)      448,445        4,760           -           -      (32,046)             -       421,159
Total assets                   20,597,669      145,089           -   1,324,228      923,083        (34,044)   22,956,025

</TABLE>


The  All  Other category includes the parent Entergy Corporation,  segments
below  the  quantitative  threshold  for  separate  disclosure,  and  other
business  activities.   Other  segments principally  include  global  power
development  and nuclear power operations and management.   Other  business
activities principally include the gains on the sales of Entergy London and
CitiPower,  and  the loss on the sale of Efficient Solutions.   Reconciling
items are principally intersegment activity.

Products and Services

      In  addition to retail electric service, Entergy New Orleans supplies
natural  gas services in the City of New Orleans.  Revenue from  these  two
services is disclosed in Entergy New Orleans' Statements of Income.

Geographic areas

     For the years ended December 31, 1998, 1997, and 1996, Entergy did not
derive material revenues from outside of the United States, other than from
Entergy London and CitiPower, which are noted above.

     Long-lived assets as of December 31 were as follows (in thousands):

                                     
                                 1998           1997           1996
                                                          
              Domestic      $ 14,863,488   $15,228,107    $  15,599,221
                                                     
              Foreign       $    465,094   $ 2,904,721    $     623,902
                            ------------   -----------    ------------- 
              Consolidated  $ 15,328,582   $18,132,828    $  16,223,123
                            ============   ===========    ============= 


NOTE  15.   QUARTERLY  FINANCIAL  DATA  (UNAUDITED)  (Entergy  Corporation,
Entergy   Arkansas,   Entergy  Gulf  States,  Entergy  Louisiana,   Entergy
Mississippi, Entergy New Orleans, and System Energy)

      The  business of the domestic utility companies and System Energy  is
subject to seasonal fluctuations with the peak periods occurring during the
third  quarter.  Operating results for the four quarters of 1998  and  1997
were:

<TABLE>
<CAPTION>
Operating Revenue
                                 Entergy     Entergy    Entergy     Entergy     Entergy     System
                     Entergy    Arkansas  Gulf States  Louisiana  Mississippi New Orleans   Energy
                                  (In Thousands)
<S>                <C>          <C>         <C>         <C>         <C>         <C>         <C>
1998:                                                                                       
  First Quarter    $2,313,092   $329,789    $457,509    $356,038   $205,017    $113,663    $148,606
  Second Quarter    2,508,814    391,357     423,655     424,115    268,908     125,106     144,336
  Third Quarter     4,587,447    527,059     609,362     537,632    324,784     165,808     152,083
  Fourth Quarter    2,085,419    360,493     363,283     393,123    177,591     109,173     157,348
1997:                                                                                       
  First Quarter    $2,045,753   $374,731    $481,328    $433,983    200,328     124,956     155,662
  Second Quarter    2,155,295    423,619     476,421     412,263    212,892     109,803     161,021
  Third Quarter     2,797,587    545,849     599,974     554,486    294,983     139,940     160,573
  Fourth Quarter    2,540,291    371,515     590,106     402,540    229,192     130,123     156,442

</TABLE>


<TABLE>
<CAPTION>

Operating Income
                               Entergy     Entergy    Entergy     Entergy     Entergy     System
                   Entergy    Arkansas  Gulf States  Louisiana  Mississippi New Orleans   Energy
                                  (In Thousands)
<S>                <C>          <C>         <C>         <C>         <C>         <C>         <C>
1998:                                                                                    
  First Quarter    $285,507   $ 27,254     $63,661     $ 55,222    $16,406    $ 1,891     $71,959
  Second Quarter    472,710     83,837      31,529      114,540     55,720     15,468      72,177
  Third Quarter     590,673    140,837     166,404      164,393     54,028     20,210      68,772
  Fourth Quarter    162,965      2,887     (25,940)      68,726       (569)     1,490      69,735
1997:                                                                                    
  First Quarter    $372,218   $ 30,890     $93,014     $ 77,880    $22,694    $ 8,755     $74,316
  Second Quarter    433,887     80,873      75,643       87,911     40,395      9,400      73,568
  Third Quarter     672,617    148,688     158,365      147,976     52,832     18,096      72,813
  Fourth Quarter    355,641      6,424     203,524       53,813     20,827      6,040      72,496

</TABLE>


<TABLE>
<CAPTION>
Net Income (Loss)
                               Entergy     Entergy    Entergy     Entergy     Entergy     System
                   Entergy    Arkansas  Gulf States  Louisiana  Mississippi New Orleans   Energy
                                  (In Thousands)
<S>                <C>          <C>         <C>         <C>         <C>         <C>         <C>
1998:                                                                                      
  First Quarter    $60,054     $5,623      $14,756     $13,917     $5,194      $   (902)  $24,587
  Second Quarter   215,979     39,967       (5,241)     49,546     29,512         6,577    24,779
  Third Quarter    262,596     73,731       78,313      81,470     29,321        10,258    25,139
  Fourth Quarter   247,000     (8,370)     (41,435)     34,554     (1,389)          204    31,971
1997:                                                                                      
  First Quarter    $126,485    $9,848      $32,535     $26,172     $8,352      $  2,818   $24,345
  Second Quarter    158,579    38,085       27,028      32,607     19,399         3,038    24,093
  Third Quarter      93,321    78,251       70,740      70,681     27,335         8,590    24,449
  Fourth Quarter    (77,486)    1,793      (70,327)     12,297     11,575         1,005    29,408

</TABLE>


Earnings (Loss) per Average Common Share (Entergy Corporation)

                         1998                    1997
                      Basic and Diluted      Basic and Diluted
                                               
  First Quarter           $0.20                  $ 0.47
  Second  Quarter         $0.83                  $ 0.61
  Third Quarter           $1.01                  $ 0.33
  Fourth Quarter          $0.96                  $(0.38)





<PAGE>


I
tem  9.   Changes In and Disagreements With Accountants On Accounting  and
Financial Disclosure.

     No event that would be described in response to this item has occurred
with  respect  to  Entergy, System Energy, Entergy Arkansas,  Entergy  Gulf
States, Entergy Louisiana, Entergy Mississippi, or Entergy New Orleans.


                                 PART III


Item  10.   Directors  and Executive Officers of the  Registrants  (Entergy
Arkansas,  Entergy  Gulf  States, Entergy Louisiana,  Entergy  Mississippi,
Entergy New Orleans, and System Energy)

     All officers and directors listed below held the specified positions
with their respective companies as of the date of filing this report.


<TABLE>
<CAPTION>

    Name                Age               Position                                  Period
                                                              
ENTERGY ARKANSAS, INC.
                                                                                 
Directors                                                                                       
<S>                     <C>  <C>                                                 <C>
R. Drake Keith          63   Chief Executive Officer of Entergy Arkansas         1998-Present
                             President and Director of Entergy Arkansas          1989-Present
Frank F. Gallaher            See information under the Entergy                   
                             Corporation Officers Section in Part I.
Donald C. Hintz              See information under the Entergy                   
                             Corporation Officers Section in Part I.
Jerry D. Jackson             See information under the Entergy                   
                             Corporation Officers Section in Part I.
J. Wayne Leonard             See information under the Entergy                   
                             Corporation Officers Section in Part I.
Edwin Lupberger              See information under the Entergy                   
                             Corporation Officers Section in Part I.
Jerry L. Maulden             See information under the Entergy                   
                             Corporation Officers Section in Part I.
                                                                                 
Officers                                                                        

Cecil L. Alexander      63   Vice President - Governmental Affairs of            1991-Present
                             Entergy Arkansas
C. Gary Clary           54   Senior Vice President - Human Resources and         1998-Present
                             Administration of Entergy Arkansas, Entergy
                             Gulf States, Entergy Louisiana, Entergy
                             Mississippi, and Entergy New Orleans
                             Vice President - Human Resources and                1997-1998
                             Administration of Entergy Arkansas, Entergy
                             Gulf States, Entergy Louisiana, Entergy
                             Mississippi, and Entergy New Orleans
                             Director-System Human Resources of Entergy          1993-1996
                             Services
C. Hiram Walters        62   Vice President - Customer Service of Entergy        1993-Present
                             Arkansas
                             Vice President - Customer Service of Entergy        1994-Present
                             Louisiana
Frank F. Gallaher            See information under the Entergy                   
                             Corporation Officers Section in Part I.
Donald C. Hintz              See information under the Entergy                   
                             Corporation Officers Section in Part I.
Jerry D. Jackson             See information under the Entergy                   
                             Corporation Officers Section in Part I.
R. Drake Keith               See information under the Entergy Arkansas          
                             Directors above.
Nathan E. Langston           See information under the Entergy                   
                             Corporation Officers Section in Part I.
J. Wayne Leonard             See information under the Entergy                   
                             Corporation Officers Section in Part I.
Edwin Lupberger              See information under the Entergy                   
                             Corporation Officers Section in Part I.
Jerry L. Maulden             See information under the Entergy                   
                             Corporation Officers Section in Part I.
Steven C. McNeal             See information under the Entergy                   
                             Corporation Officers Section in Part I.
Michael G. Thompson          See information under the Entergy                   
                             Corporation Officers Section in Part I.
C. John Wilder               See information under the Entergy                   
                             Corporation Officers Section in Part I.
                                                              
ENTERGY GULF STATES, INC.                                     
                                                                              
Directors                                                                     

John J. Cordaro        65   Chief Executive Officer - Louisiana               1998
                            President - Louisiana                             1997-1998
                            Director of Entergy Gulf States and               1996-1998
                            Entergy Louisiana
                            State President - Louisiana                       1996-1997
                            President and Director of Entergy                 1992-1996
                            Louisiana and Entergy New Orleans
Joseph F. Domino       50   Director of Entergy Gulf States                   1999-Present
                            President and Chief Executive Officer -           1998-Present
                            Texas
                            Director - Southwest Franchise of Entergy         1997-1998
                            Gulf States
                            Director - Eastern Region of Entergy              1995-1997
                            Services
                            Director - Southern Region of Entergy             1994-1995
                            Services
Frank F. Gallaher           See information under the Entergy                 
                            Corporation Officers Section in Part I.
Donald C. Hintz             See information under the Entergy                 
                            Corporation Officers Section in Part I.
Jerry D. Jackson            See information under the Entergy                 
                            Corporation Officers Section in Part I.
J. Wayne Leonard            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Edwin Lupberger             See information under the Entergy                 
                            Corporation Officers Section in Part I.
Jerry L. Maulden            See information under the Entergy                 
                            Corporation Officers Section in Part I.
                                                                              
Officers                                                                     

James D. Bruno         59   Vice President of Customer Service of             1998-Present
                            Entergy Louisiana and Entergy Gulf States
                            Vice President of Customer Service of             1994-1998
                            Entergy Louisiana and Entergy New Orleans
                            Vice President - Metro Region of Entergy          1993-1994
                            Services
S. G. Cunningham, Jr.  58   Vice President - Regulatory and                   1996-Present
                            Governmental Affairs of Entergy Louisiana
                            and Entergy Gulf States
                            Vice President - State Regulatory Affairs         1994-1996
                            of Entergy Services
                            Vice President - Entergy Corporation,             1993-1994
                            Entergy Gulf States Transition, and
                            Regulatory Affairs of Entergy Services
                            Vice President - Rates and Regulatory             1991-1994
                            Affairs of Entergy Louisiana and Entergy
                            New Orleans
Murphy A. Dreher       46   Vice President - State Governmental               1999-Present
                            Affairs of Entergy Gulf States and
                            Entergy Louisiana
                            Legislative Executive - Governmental              1995-1998
                            Affairs of Entergy Gulf States
                            Director of Governmental Affairs of               1993-1995
                            Entergy Gulf States
Randall W. Helmick     44   Vice President of Operations - Louisiana          1998-Present
                            Director of Special Projects of London            1997-1998
                            Electricity
                            Director of Reliability of Entergy                1997
                            Services
                            Director of Operations and Engineering of         1994-1997
                            Entergy Services
J. Parker McCollough   47   Vice President - State Governmental               1996-Present
                            Affairs of Entergy Gulf States - Texas
                            Vice President - Governmental Affairs,            1993-1996
                            Texas Association of Realtors (trade
                            association)
C. Gary Clary               See information under the Entergy Arkansas        
                            Officers Section above.
John J. Cordaro             See information under the Entergy Gulf            
                            States Directors Section above.
Joseph F. Domino            See information under the Entergy Gulf            
                            States Directors Section above.
Frank F. Gallaher           See information under the Entergy                 
                            Corporation Officers Section in Part I.
Donald C. Hintz             See information under the Entergy                 
                            Corporation Officers Section in Part I.
Jerry D. Jackson            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Nathan E. Langston          See information under the Entergy                 
                            Corporation Officers Section in Part I.
J. Wayne Leonard            See information under the Entergy                 
                            Corporation Officers Section in Part I
Edwin Lupberger             See information under the Entergy                 
                            Corporation Officers Section in Part I.
Jerry L. Maulden            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Steven C. McNeal            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Michael G. Thompson         See information under the Entergy                 
                            Corporation Officers Section in Part I.
C. John Wilder              See information under the Entergy                 
                            Corporation Officers Section in Part I.
                                                              
ENTERGY LOUISIANA, INC.                                        
                                                              
Directors                                                                      

John J. Cordaro              See information under the Entergy Gulf            
                             States Directors Section above.
Frank F. Gallaher            See information under the Entergy                 
                             Corporation Officers Section in Part I.
Donald C. Hintz              See information under the Entergy                 
                             Corporation Officers Section in Part I.
Jerry D. Jackson             See information under the Entergy                 
                             Corporation Officers Section in Part I.
J. Wayne Leonard             See information under the Entergy                 
                             Corporation Officers Section in Part I.
Edwin Lupberger              See information under the Entergy                 
                             Corporation Officers Section in Part I.
Jerry L. Maulden             See information under the Entergy                 
                             Corporation Officers Section in Part I.
                                                                              
Officers                                                                      

James D. Bruno               See information under the Entergy Gulf            
                             States Officers Section above.
C. Gary Clary                See information under the Entergy Arkansas        
                             Officers Section above.
John J. Cordaro              See information under the Entergy Gulf            
                             States Directors Section above.
S. G. Cunningham, Jr.        See information under the Entergy Gulf            
                             States Officers Section above.
Murphy A. Dreher             See information under the Entergy Gulf            
                             States Officers Section above.
Frank F. Gallaher            See information under the Entergy                 
                             Corporation Officers Section in Part I.
Randall W. Helmick           See information under the Entergy Gulf            
                             States Officers Section above.
Donald C. Hintz              See information under the Entergy                 
                             Corporation Officers Section in Part I.
Jerry D. Jackson             See information under the Entergy                 
                             Corporation Officers Section in Part I.
Nathan E. Langston           See information under the Entergy                 
                             Corporation Officers Section in Part I.
J. Wayne Leonard             See information under the Entergy                 
                             Corporation Officers Section in Part I.
Edwin Lupberger              See information under the Entergy                 
                             Corporation Officers Section in Part I.
Jerry L. Maulden             See information under the Entergy                 
                             Corporation Officers Section in Part I.
Steven C. McNeal             See information under the Entergy                 
                             Corporation Officers Section in Part I.
Michael G. Thompson          See information under the Entergy                 
                             Corporation Officers Section in Part I.
C. Hiram Walters             See information under the Entergy Arkansas        
                             Officers Section above.
C. John Wilder               See information under the Entergy                 
                             Corporation Officers Section in Part I.
                                                                               
ENTERGY MISSISSIPPI, INC.                                      
                                                              
Directors                                                                     

Donald E. Meiners (a)  63   Chief Executive Officer of Entergy                1998-Present
                            Mississippi
                            President and Director of Entergy                 1992-Present
                            Mississippi
Frank F. Gallaher           See information under the Entergy                 
                            Corporation Officers Section in Part I.
Donald C. Hintz             See information under the Entergy                 
                            Corporation Officers Section in Part I.
Jerry D. Jackson            See information under the Entergy                 
                            Corporation Officers Section in Part I.
J. Wayne Leonard            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Edwin Lupberger             See information under the Entergy                 
                            Corporation Officers Section in Part I.
Jerry L. Maulden            See information under the Entergy                 
                            Corporation Officers Section in Part I.
                                                                              
Officers                                                                      

Bill F. Cossar         60   Vice President - Governmental Affairs of          1987-Present
                            Entergy Mississippi
C. Gary Clary               See information under the Entergy Arkansas        
                            Officers Section above.
Frank F. Gallaher           See information under the Entergy                 
                            Corporation Officers Section in Part I.
Jerry D. Jackson            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Nathan E. Langston          See information under the Entergy                 
                            Corporation Officers Section in Part I.
J. Wayne Leonard            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Edwin Lupberger             See information under the Entergy                 
                            Corporation Officers Section in Part I.
Jerry L. Maulden            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Steven C. McNeal            See information under the Entergy                 
                            Corporation Officers Section in Part I.
Donald E. Meiners           See information under the Entergy                 
                            Mississippi Directors Section above.
Michael G. Thompson         See information under the Entergy                 
                            Corporation Officers Section in Part I.
C. John Wilder              See information under the Entergy                 
                            Corporation Officers Section in Part I.
                                                              
ENTERGY NEW ORLEANS, INC.                                      
                                                              
Directors                                                                     

Daniel F. Packer      51   Chief Executive Officer of Entergy New             1998-Present
                           Orleans
                           President and Director of Entergy New              1997-Present
                           Orleans
                           State President - City of New Orleans              1996-1997
                           Vice President - Regulatory and                    1994-1996
                           Governmental Affairs of Entergy New
                           Orleans
                           General Manager - Plant Operations at              1991-1994
                           Waterford 3
Donald C. Hintz            See information under the Entergy                  
                           Corporation Officers Section in Part I.
Jerry D. Jackson           See information under the Entergy                  
                           Corporation Officers Section in Part I.
J. Wayne Leonard           See information under the Entergy                  
                           Corporation Officers Section in Part I.
Robert v.d. Luft           See information under the Entergy                  
                           Corporation Officers Section in Part I.
Edwin Lupberger            See information under the Entergy                  
                           Corporation Officers Section in Part I.
                                                                              
Officers                                                                      

Elaine Coleman        49   Vice President External Affairs of Entergy         1998-Present
                           New Orleans
                           Director of Customer Service of Entergy            1998
                           Services
                           Lead Customer Service Manager of Entergy           1995-1998
                           Services
                           Manager of Employee Communication of               1993-1995
                           Entergy Services
C. Gary Clary              See information under the Entergy Arkansas         
                           Officers Section above.
Frank F. Gallaher          See information under the Entergy                  
                           Corporation Officers Section in Part I.
Jerry D. Jackson           See information under the Entergy                  
                           Corporation Officers Section in Part I.
Nathan E. Langston         See information under the Entergy                  
                           Corporation Officers Section in Part I.
J. Wayne Leonard           See information under the Entergy                  
                           Corporation Officers Section in Part I.
Edwin Lupberger            See information under the Entergy                  
                           Corporation Officers Section in Part I.
Jerry L. Maulden           See information under the Entergy                  
                           Corporation Officers Section in Part I.
Steven C. McNeal           See information under the Entergy                  
                           Corporation Officers Section in Part I.
Daniel F. Packer           See information under the Entergy New              
                           Orleans Directors Section above.
Michael G. Thompson        See information under the Entergy                  
                           Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy                  
                           Corporation Officers Section in Part I.
                                                              
SYSTEM ENERGY RESOURCES, INC.                                  
                                                              
Directors                                                                      

Jerry W. Yelverton    54   Director, President and Chief Executive             1999-Present
                           Officer of System Energy
                           Senior Vice President of Nuclear of Entergy         1997-1998
                           Services
                           Executive Vice President and Chief Operating        1996-1998
                           Officer of Entergy Operations
                           Vice President of Operations of ANO                 1992-1996
                           In addition, Mr. Yelverton is an executive    
                           officer and/or director of various other
                           wholly owned subsidiaries of Entergy
                           Corporation and its operating companies.
Donald C. Hintz            See information under the Entergy                   
                           Corporation Officers Section in Part I.
J. Wayne Leonard           See information under the Entergy                   
                           Corporation Officers Section in Part I.
Robert v.d. Luft           See information under the Entergy                   
                           Corporation Officers Section in Part I.
Edwin Lupberger            See information under the Entergy                   
                           Corporation Officers Section in Part I.
Jerry L. Maulden           See information under the Entergy                   
                           Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy                   
                           Corporation Officers Section in Part I.
                                                                              
Officers                                                                      

Joseph  L. Blount     52   Secretary of System Energy and Entergy              1991-Present
                           Operations
                           Vice President Legal and External Affairs of        1990-1993
                           Entergy Operations
                           In addition, Mr. Yelverton is an executive    
                           officer and/or director of various other
                           wholly owned subsidiaries of Entergy
                           Corporation and its operating companies.
Donald C. Hintz            See information under the Entergy                   
                           Corporation Officers Section in Part I.
Nathan E. Langston         See information under the Entergy                   
                           Corporation Officers Section in Part I.
Edwin Lupberger            See information under the Entergy                   
                           Corporation Officers Section in Part I.
Steven C. McNeal           See information under the Entergy                   
                           Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy                   
                           Corporation Officers Section in Part I.
Jerry W. Yelverton         See information under the System Energy             
                           Directors section above.

</TABLE>

(a) Mr.  Meiners  is a director of Trustmark National Bank,  Jackson,
    MS, and Trustmark Corporation, Jackson, MS.

      Each  director and officer of the applicable Entergy company  is
elected  yearly  to  serve  by  the  unanimous  consent  of  the  sole
stockholder, Entergy Corporation, at its annual meeting.

      Directorships shown in footnote (a) above are generally  limited
to  entities  subject  to Section 12 or 15(d) of  the  Securities  and
Exchange Act of 1934 or to the Investment Company Act of 1940.

Section 16(a) Beneficial Ownership Reporting Compliance

      Information called for by this item concerning the directors and
officers of Entergy Corporation is set forth in the Proxy Statement of
Entergy  Corporation to be filed in connection with its Annual Meeting
of Stockholders to be held on May 14, 1999, under the heading "Section
16(a) Beneficial Ownership Reporting Compliance", which information is
incorporated herein by reference.


Item 11.  Executive Compensation

                          ENTERGY CORPORATION
                                   
      Information called for by this item concerning the directors and
officers  of  Entergy Corporation is set forth in the Proxy  Statement
under   the   headings  "Executive  Compensation   Tables",   "General
Information  About  Nominees",  and  "Director  Compensation",   which
information is incorporated herein by reference.

   ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY
          MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY
                                   
                      Summary Compensation Table
                                   
      The following table includes the Chief Executive Officer and the
four other most highly compensated executive officers in office as  of
December  31,  1998 at Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
(collectively,  the  "Named Executive Officers").  This  determination
was  based  on total annual base salary and bonuses from  all  Entergy
sources  earned  by  each officer for the year  1998.   See  Item  10,
"Directors and Executive Officers of the Registrants," for information
on  the  principal positions of the Named Executive  Officers  in  the
table below.

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

      As  shown in Item 10, most Named Executive Officers are employed
by  several  Entergy companies.  Because it would be impracticable  to
allocate  such  officers' salaries among the  various  companies,  the
table  below  includes the aggregate compensation paid by all  Entergy
companies.

<TABLE>
<CAPTION>
                                                                       Long-Term Compensation
                                   Annual Compensation                         Awards
                                                                       Restricted  Securities        (a)
                                                         Other Annual    Stock     Underlying     All Other
          Name             Year     Salary      Bonus    Compensation    Awards    Options       Compensation
<S>                        <C>    <C>        <C>         <C>             <C>      <C>            <C>
John J. Cordaro            1998   $ 227,556     $67,211     $45,209         (b)     1,250 shares      $5,833
CEO-Entergy Gulf States    1997     206,410           0      37,986         (b)     2,500              6,192
and Entergy Louisiana      1996     199,141      79,012      23,052         (b)     2,500              9,873
                                                                                                 
Joseph F. Domino           1998   $ 164,011     $39,492     $ 4,558         (b)         0 shares      $5,409
CEO-Entergy Gulf States    1997     138,374           0      16,205         (b)         0                  0
                           1996     132,138      34,080      20,900         (b)         0                  0

Frank F. Gallaher          1998    $382,829   $ 350,934     $89,137         (b)     2,500 shares     $12,396
                           1997     327,385           0      11,132         (b)     5,000              9,822
                           1996     276,538     130,150      35,641         (b)     5,000             10,321
                                                                                                  
Donald C. Hintz            1998    $423,379   $ 269,846     $28,508         (b)     2,500 shares     $14,236
CEO-System Energy          1997     365,077           0      18,245         (b)     5,000             10,952
                           1996     343,269     231,299      12,516         (b)     5,000             14,197
                                                                                                  
Jerry D. Jackson           1998    $408,456   $ 348,156     $59,630         (b)     2,500 shares     $13,849
                           1997     342,077           0      56,359         (b)     5,000             10,262
                           1996     332,115     209,489      37,928         (b)     5,000             13,862
                                                                                                  
R. Drake Keith             1998    $289,145   $ 165,582     $67,239         (b)     1,250 shares     $10,259
CEO-Entergy Arkansas       1997     276,728           0      41,230         (b)     2,500              8,292
                           1996     275,343     108,927      27,621         (b)     2,500             11,413
                                                                                                  
Nathan E. Langston         1998    $158,563   $ 111,125     $21,953         (b)         0 shares      $5,243
                           1997     131,660      10,504      17,462         (b)         0                  0
                           1996     127,089      23,551      15,149         (b)         0                  0
                                                                                                  
J. Wayne Leonard           1998    $412,843  $1,145,416     $65,787(e)   $796,860       0 shares     $18,125
CEO-Entergy Corporation                                                   (b)(c)
                                                                                                  
                                                                                                  
Edwin Lupberger (d)        1998    $589,231   $ 441,336     $94,867         (b)     5,000 shares $11,081,645(f)
                           1997     785,385           0     271,422         (b)    10,000             23,562
                           1996     735,577     448,794     123,601         (b)    10,000             23,567
                                                                                                  
Jerry L. Maulden           1998    $476,287   $ 388,022     $42,712         (b)     2,500 shares     $17,782
                           1997     445,615           0      67,485         (b)     5,000             13,369
                           1996     435,000     260,301      27,056         (b)     5,000             14,550
                                                                                                  
Steven C. McNeal           1998    $154,721   $  94,400     $ 4,432         (b)         0 shares      $5,145
                           1997     122,474       9,818      14,237         (b)         0                  0
                           1996     116,364      21,649      10,491         (b)         0                  0
                                                                                                  
Donald E. Meiners          1998    $268,345   $ 148,734     $60,353         (b)     1,250 shares      $9,388
CEO-Entergy Mississippi    1997     255,410           0      33,748         (b)     2,500              7,662
                           1996     254,064     100,536      37,021         (b)     2,500             10,775
                                                                                                  
Daniel F. Packer           1998    $170,326   $ 123,513     $54,208(e)      (b)         0 shares      $4,018
CEO-Entergy New Orleans    1997     147,077           0      96,097(e)      (b)         0              3,028
                           1996     135,292      39,363      31,391(e)      (b)         0              6,428
                                                                                                  
C. John Wilder             1998    $201,413   $ 513,106     $ 7,255      $758,560       0 shares      $3,300
                                                                          (b)(c)      
</TABLE>


(a)  Includes the following:

     (1)  1998   benefit   accruals  under  the  Defined  Contribution
          Restoration Plan as follows:  Mr. Cordaro $345; Mr. Gallaher
          $6,908;  Mr.  Hintz  $8,748; Mr. Jackson $8,361;  Mr.  Keith
          $4,771; Mr. Lupberger $16,131; Mr. Maulden $12,982; and  Mr.
          Meiners $3,934.
     
     (2)  1998  employer contributions to the Entergy Stock  Ownership
          Plan of $688 each for Mr. Cordaro, Mr. Domino, Mr. Gallaher,
          Mr. Hintz, Mr. Jackson, Mr. Keith, Mr. Langston, Mr. McNeal,
          and Mr. Meiners, and $403 for Mr. Lupberger.
     
     (3)  1998  employer contributions to the System Savings  Plan  as
          follows:   Mr.  Cordaro  $4,800;  Mr.  Domino  $4,721;   Mr.
          Gallaher  $4,800; Mr. Hintz $4,800; Mr. Jackson $4,800;  Mr.
          Keith $4,800; Mr. Langston $4,555; Mr. Lupberger $4,800; Mr.
          McNeal  $4,457; Mr. Maulden $4,800; Mr. Meiners $4,766;  and
          Mr. Packer $4,018.
     
     (4)  1998  reimbursements for moving expenses  as  follows:   Mr.
          Leonard $18,125 and Mr. Wilder $3,300.

(b)  Restricted stock awards in 1998 are reported under the "Long-Term
     Incentive Plan Awards" table, and reference is made to this table
     for  information  on  the aggregate number of  restricted  shares
     awarded during 1998 and the vesting schedule for such shares.  At
     December  31,  1998,  the  number  and  value  of  the  aggregate
     restricted  stock  holdings were as follows:  Mr.  Cordaro  4,500
     shares, $140,063; Mr. Domino 3,252 shares, $101,219; Mr. Gallaher
     7,497  shares,  $233,344; Mr. Hintz 27,006 shares, $840,562;  Mr.
     Jackson   27,000  shares,  $840,375;  Mr.  Keith  4,500   shares,
     $140,063; Mr. Langston 4,506 shares, $140,249; Mr. Leonard 85,080
     shares,  $2,648,115; Mr. Lupberger 13,056 shares,  $406,368;  Mr.
     Maulden  13,500  shares,  $420,188;  Mr.  Meiners  4,500  shares,
     $140,063;  Mr.  Packer  4,500 shares, $140,063;  and  Mr.  Wilder
     47,777  shares, $1,487,059.  Accumulated dividends  are  paid  on
     restricted  stock when vested.  No restrictions  were  lifted  in
     1998, 1997, and 1996.  The value of restricted stock holdings  as
     of  December  31,  1998  is determined by multiplying  the  total
     number  of  shares  held by the closing market price  of  Entergy
     Corporation common stock on the New York Stock Exchange Composite
     Transactions on December 31, 1998 ($31.125 per share).

(c)  In  addition to the restricted shares granted under the Long Term
     Incentive Plan Mr. Leonard and Mr. Wilder were granted 30,000 and
     26,000  additional  restricted shares, respectively.   Restricted
     shares  awarded will vest incrementally over a three-year period,
     beginning  in  1999,  based  on continued  service  with  Entergy
     Corporation.   Restrictions will be lifted annually.   The  value
     Mr. Leonard and Mr. Wilder may realize is dependent upon both the
     number of shares that vest and the future market price of Entergy
     Corporation common stock.  Accumulated dividends are not paid  on
     Mr.  Leonard's  30,000 shares and 21,000 shares of  Mr.  Wilder's
     restricted stock when vested.  Accumulated dividends will be paid
     on 5,000 shares of Mr. Wilder's restricted stock when vested.

(d)  Edwin  Lupberger is the former Chief Executive Officer of Entergy
     Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
     Entergy Mississippi, and Entergy New Orleans.

(e)  Includes Mr. Packer's living expenses of approximately $24,000 in
     1998,  $68,000 in 1997, and $11,700 in 1996, including taxes  and
     housing.  Includes Mr. Leonard's living expenses of approximately
     $18,000 in 1998.

(f)  Includes $1,338,461 of severance payments; $9,553,226 of  a  lump
     sum  distribution  under  the System  Executive  Retirement  Plan
     (SERP);  and  a  $168,623 payment under the Defined  Contribution
     Restoration Plan.
                                   
                         Option Grants in 1998

      The following table summarizes option grants during 1998 to  the
Named  Executive Officers.  The absence, in the table  below,  of  any
Named Executive Officer indicates that no options were granted to such
officer.

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


<TABLE>
<CAPTION>

                                Individual Grants                                    Potential Realizable
                                       % of Total                                           Value
                       Number of        Options                                        at Assumed Annual
                       Securities      Granted to        Exercise                       Rates of Stock
                       Underlying      Employees          Price                        Price Appreciation
                        Options            in             (per           Expiration    for Option Term(b)
        Name           Granted (a)        1998          share) (a)          Date       5%              10%
<S>                     <C>                <C>           <C>               <C>       <C>          <C>
John J. Cordaro         1,250              1.0%          $ 28.625          1/22/08   $22,503      $    57,026
Frank F. Gallaher       2,500              2.0%            28.625          1/22/08    45,005          114,052
Donald C. Hintz         2,500              2.0%            28.625          1/22/08    45,005          114,052
Jerry D. Jackson        2,500              2.0%            28.625          1/22/08    45,005          114,052
R. Drake Keith          1,250              1.0%            28.625          1/22/08    22,503           57,026
Edwin Lupberger         5,000              4.0%            28.625          1/22/08    90,011          228,104
Jerry L. Maulden        2,500              2.0%            28.625          1/22/08    45,005          114,052
Donald E. Meiners       1,250              1.0%            28.625          1/22/08    22,503           57,026

</TABLE>

(a)  Options were granted on January 22, 1998, 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  22,  1998.   These   options   became
     exercisable on July 22, 1998.

(b)  Calculation   based  on  the  market  price  of  the   underlying
     securities  assuming the market price increases over  a  ten-year
     option   period  and  assuming  annual  compounding.  The  column
     presents   estimates  of  potential  values   based   on   simple
     mathematical  assumptions.  The actual value,  if  any,  a  Named
     Executive Officer may realize is dependent upon the market  price
     on the date of option exercise.

   Aggregated Option Exercises in 1998 and December 31, 1998 Option
                                Values

      The  following table summarizes the number and value of  options
exercised  during  1998,  as  well as the  number  and  value  of  all
unexercised  options  held  by  the  Named  Executive  Officers.   The
absence,  in the table below, of any Named Executive Officer indicates
that no options are held by such officer.

<TABLE>
<CAPTION>

                                                    Number of Securities           Value of Unexercised
                                               Underlying Unexercised Options      In-the-Money Options
                 Shares Acquired      Value      as of December 31, 1998       as of December 31, 1998 (b)
        Name      on Exercise     Realized (a)  Exercisable     Unexercisable  Exercisable      Unexercisable
<S>                  <C>             <C>          <C>            <C>             <C>              <C>  
John J. Cordaro      6,250           $ 20,625       5,000             -          $      -         $    -
Joseph F. Domino         -                 -        1,500             -            11,438              -
Frank F. Gallaher        -                 -       45,000             -           313,750              -
Donald C. Hintz          -                 -       55,000             -           336,875              -
Jerry D. Jackson         -                 -       51,911             -           298,413              -
R. Drake Keith           -                 -       13,424             -            20,899              -
Nathan E. Langston       -                 -        1,500             -            11,438              -
Edwin Lupberger          -                 -      113,824             -           674,329              -
Jerry L. Maulden     25,000           221,875      32,500             -            84,375              -
Steven C. McNeal         -                 -        1,500             -            11,438              -
Donald E. Meiners     5,000            23,123      11,250             -            11,250              -
Daniel F. Packer      2,000            11,250           -             -                 -              -

</TABLE>

(a) Based  on  the difference between the closing price  of  Entergy
    Corporation's common stock on the New York Stock Exchange Composite
    Transactions on the exercise date and the option exercise price.

(b) Based  on  the difference between the closing price  of  Entergy
    Corporation's common stock on the New York Stock Exchange Composite
    Transactions on December 31, 1998, and the option exercise price.

                Long-Term Incentive Plan Awards in 1998
                                   
  The following Table summarizes the awards of restricted shares of
Entergy Corporation common stock granted under the Equity Ownership
Plan in 1998 to the Named Executive Officers.


<TABLE>
<CAPTION>
                                                        Estimated Future Payouts Under
                                                     Non-Stock Price-Based Plans (a) (b)
                  Number of   Performance Period Until
       Name         Shares      Maturation or Payout    Threshold   Target     Maximum
<S>                  <C>            <C>                   <C>       <C>        <C>
John J. Cordaro       4,500         1/1/98-12/31/00        1,500     3,000      4,500
Joseph F. Domino      3,252         1/1/98-12/31/00        1,084     2,168      3,252
Frank F. Gallaher     7,497         1/1/98-12/31/00        2,499     4,998      7,497
Donald C. Hintz      27,006         1/1/98-12/31/00        9,002    18,004     27,006
Jerry D. Jackson     27,000         1/1/98-12/31/00        9,000    18,000     27,000
R. Drake Keith        4,500         1/1/98-12/31/00        1,500     3,000      4,500
Nathan E. Langston    4,506         1/1/98-12/31/00        1,127     2,253      4,506
J. Wayne Leonard     55,080         1/1/98-12/31/00       18,360    36,720     55,080
Edwin Lupberger      13,056         1/1/98-12/31/00        4,352     8,704     13,056
Jerry L. Maulden     13,500         1/1/98-12/31/00        4,500     9,000     13,500
Donald E. Meiners     4,500         1/1/98-12/31/00        1,500     3,000      4,500
Daniel F. Packer      4,500         1/1/98-12/31/00        1,500     3,000      4,500
C. John Wilder       21,777         1/1/98-12/31/00        7,259    14,518     21,777
</TABLE>


(a) Restricted  shares awarded will vest at the end of a  three-year
    period, subject to the attainment of approved performance goals  for
    Entergy.  Restrictions are lifted based upon the achievement of  the
    cumulative  result of these goals for the performance  period.   The
    value any Named Executive Officer may realize is dependent upon both
    the number of shares that vest and the future market price of Entergy
    Corporation common stock.

(b) The  threshold,  target, and maximum levels  correspond  to  the
    achievement of 50%, 100%, and 150%, respectively, of Equity Ownership
    Plan  goals.   Achievement of a threshold, target, or maximum  level
    would  result in the award of the number of shares indicated in  the
    respective  column.   Achievement of a  level  between  these  three
    specified  levels  would result in the award of a number  of  shares
    calculated by means of interpolation.

                          Pension Plan Tables

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

                     Retirement Income Plan Table
                                   
      Annual                                        
     Covered                  Years of Service
   Compensation    15         20        25       30       35
      $100,000   $22,500   $30,000   $37,500   $45,000   $52,500
       200,000    45,000    60,000    75,000    90,000   105,000
       300,000    67,500    90,000   112,500   135,000   157,500
       400,000    90,000   120,000   150,000   180,000   210,000
       500,000   112,500   150,000   187,500   225,000   262,500
       650,000   146,250   195,000   243,750   292,500   341,250
       950,000   213,750   285,000   356,250   427,500   498,750

      All  of the Named Executive Officers participate in a Retirement
Income  Plan,  a  defined benefit plan, that provides  a  benefit  for
employees  at  retirement from Entergy based upon  (1)  generally  all
years  of  service  beginning at age 21 through  termination,  with  a
forty-year  maximum,  multiplied by (2) 1.5%, multiplied  by  (3)  the
final  average compensation.  Final average compensation is  based  on
the  highest consecutive 60 months of covered compensation in the last
120  months  of  service.  The normal form of  benefit  for  a  single
employee  is a lifetime annuity and for a married employee  is  a  50%
joint and survivor annuity.  Other actuarially equivalent options  are
available to each retiree.  Retirement benefits are not subject to any
deduction  for Social Security or other offset amounts. The amount  of
the  Named Executive Officers' annual compensation covered by the plan
as  of  December 31, 1998, is represented by the salary column in  the
Summary Compensation Table above.

      The  credited years of service under the Retirement Income Plan,
as of December 31, 1998, for the following Named Executive Officers is
as  follows:   Mr.  Cordaro 40; Mr. Domino 28; Mr.  Gallaher  29;  Mr.
Langston 27; Mr. Leonard 1; Mr. Maulden 33; Mr. McNeal 16; Mr. Meiners
28;  and  Mr.  Packer  16.  The credited years of  service  under  the
Retirement  Income  Plan, as of December 31, 1998  for  the  following
Named  Executive  Officers, as a result of entering into  supplemental
retirement  agreements, is as follows: Mr. Hintz 27; Mr.  Jackson  19;
Mr. Keith 32; Mr. Lupberger 35; and Mr. Wilder 15.

      The  maximum benefit under the Retirement Income Plan is limited
by  Sections  401  and 415 of the Internal Revenue Code  of  1986,  as
amended;  however,  Entergy  Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
have elected to participate in the Pension Equalization Plan sponsored
by   Entergy   Corporation.   Under  this  plan,  certain  executives,
including  the  Named Executive Officers, would receive an  additional
amount  equal  to the benefit that would have been payable  under  the
Retirement  Income  Plan,  except  for  the  Sections  401   and   415
limitations discussed above.

      In  addition  to  the  Retirement Income Plan  discussed  above,
Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy  New
Orleans,  and System Energy participate in the Supplemental Retirement
Plan  of  Entergy Corporation and Subsidiaries and the Post-Retirement
Plan of Entergy Corporation and Subsidiaries. Participation is limited
to  one  of  these  two  plans  and is at the  invitation  of  Entergy
Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
and  System  Energy.  The participant may receive from the appropriate
Entergy company a monthly benefit payment not in excess of .025 (under
the  Supplemental Retirement Plan) or .0333 (under the Post-Retirement
Plan)  times the participant's average basic annual salary (as defined
in  the  plans) for a maximum of 120 months.  Mr. Hintz and Mr. Packer
have   entered  into  a  Supplemental  Retirement  Plan  participation
contract,  and Mr. Cordaro, Mr. Gallaher, Mr. Jackson, Mr. Keith,  Mr.
Lupberger,  Mr.  Maulden,  and Mr. Meiners  have  entered  into  Post-
Retirement  Plan participation contracts.  Current estimates  indicate
that  the  annual payments to each Named Executive Officer  under  the
above plans would be less than the payments to that officer under  the
System Executive Retirement Plan discussed below.

              System Executive Retirement Plan Table (1)
                                   
          Annual                                         
         Covered                      Years of Service
       Compensation     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)Covered  pay  includes the average of the highest  three  years  of
   annual  base  pay  and  incentive awards earned  by  the  executive
   during   the   ten  years  immediately  preceding  his  retirement.
   Benefits  shown  are  based on a target replacement  ratio  of  50%
   based on the years of service and covered compensation shown.   The
   benefits  for 10, 15, and 20 or more years of service  at  the  45%
   and  55% replacement levels would decrease (in the case of 45%)  or
   increase (in the case of 55%) by the following percentages:   3.0%,
   4.5%, and 5.0%, respectively.

      In  1993,  Entergy  Corporation  adopted  the  System  Executive
Retirement  Plan  (SERP).   This plan was amended  in  1998.   Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy are participating employers  in
the  SERP.   The SERP is an unfunded defined benefit plan  offered  at
retirement to certain senior executives, which would currently include
all  the  Named  Executive  Officers (except  for  Mr.  Langston,  Mr.
Leonard,  Mr.  McNeal,  and  Mr.  Packer).   Participating  executives
choose,  at  retirement, between the retirement  benefits  paid  under
provisions  of  the  SERP  or  those payable  under  the  Supplemental
Retirement Plan or the Post-Retirement Plan discussed above.  The plan
was  amended in 1998 to provide that covered pay is the average of the
highest three years annual base pay and incentive awards earned by the
executive  during the ten years immediately preceding his  retirement.
Benefits paid under the SERP are calculated by multiplying the covered
pay  times  target pay replacement ratios (45%, 50%, or 55%, dependent
on  job  rating  at retirement) that are attained, according  to  plan
design,  at  20  years  of credited service.  The  target  ratios  are
increased  by  1%  for each year of service over 20  years,  up  to  a
maximum  of 30 years of service.  In accordance with the SERP formula,
the target ratios are reduced for each year of service below 20 years.
The  credited  years of service under this plan are identical  to  the
years of service for Named Executive Officers (other than Mr. Jackson,
Mr.  Keith,  and  Mr. Wilder) disclosed above in the section  entitled
"Pension Plan Tables-Retirement Income Plan Table".  Mr. Jackson,  Mr.
Keith,  and  Mr.  Wilder  have  25 years,  15  years,  and  5  months,
respectively,  of  credited service under this  plan.   Mr.  Maulden's
retirement  benefits  are discussed under the  "Employment  Contracts"
section  below.   His  benefits  will  be  calculated  based  on   the
provisions in effect prior to the 1998 SERP amendment.

      The  amended  plan  provides that a single employee  receives  a
lifetime  annuity and a married employee receives the reduced  benefit
with  a  50%  surviving spouse annuity.  Other actuarially  equivalent
options  are available to each retiree.  SERP benefits are  offset  by
any and all defined benefit plan payments from Entergy.  SERP benefits
are not subject to Social Security offsets.

      Eligibility  for  and  receipt of  benefits  under  any  of  the
executive  plans described above are contingent upon several  factors.
The  participant  must  agree, without the  specific  consent  of  the
Entergy company for which such participant was last employed,  not  to
take   employment  after  retirement  with  any  entity  that  is   in
competition  with, or similar in nature to, Entergy Arkansas,  Entergy
Gulf  States,  Entergy  Louisiana, Entergy  Mississippi,  Entergy  New
Orleans,  and System Energy or any affiliate thereof. Eligibility  for
benefits is forfeitable for various reasons, including violation of an
agreement   with  Entergy  Arkansas,  Entergy  Gulf  States,   Entergy
Louisiana,  Entergy  Mississippi,  Entergy  New  Orleans,  and  System
Energy, certain resignations of employment, or certain terminations of
employment without Company permission.

      In  addition  to  the  Retirement Income Plan  discussed  above,
Entergy  Gulf  States provides, among other benefits to  officers,  an
Executive Income Security Plan for key managerial personnel.  The plan
provides    participants   with   certain   retirement,    disability,
termination,  and  survivors'  benefits.   To  the  extent  that  such
benefits are not funded by the employee benefit plans of Entergy  Gulf
States  or  by  vested  benefits payable by the  participants'  former
employers,  Entergy  Gulf  States is obligated  to  make  supplemental
payments  to participants or their survivors.  The plan provides  that
upon  the  death or disability of a participant during his employment,
he  or his designated survivors will receive (i) during the first year
following  his death or disability an amount not to exceed his  annual
base  salary,  and  (ii) thereafter for a number of  years  until  the
participant attains or would have attained age 65, but not  less  than
nine  years,  an amount equal to one-half of the participant's  annual
base  salary.  The plan also provides supplemental retirement benefits
for life for participants retiring after reaching age 65 equal to one-
half  of the participant's average final compensation rate, with  one-
half  of  such benefit upon the death of the participant being payable
to a surviving spouse for life.

     Entergy Gulf States amended and restated the plan effective March
1,  1991,  to  provide  such  benefits for life  upon  termination  of
employment  of  a  participating officer or  key  managerial  employee
without cause (as defined in the plan) or if the participant separates
from employment for good reason (as defined in the plan), with 1/2  of
such  benefits to be payable to a surviving spouse for life.  Further,
the plan was amended to provide medical benefits for a participant and
his family when the participant separates from service.  These medical
benefits  generally  continue until the  participant  is  eligible  to
receive  medical benefits from a subsequent employer; but in the  case
of  a  participant  who is over 50 at the time of separation  and  was
participating in the plan on March 1, 1991, medical benefits  continue
for  life.  By virtue of the 1991 amendment and restatement,  benefits
for  a  participant under such plan cannot be modified once he becomes
eligible  to participate in the plan.  Mr. Domino is a participant  in
this plan.

                       Compensation of Directors
                                   
      For  information  regarding compensation  of  the  directors  of
Entergy  Corporation,  see  the  Proxy  Statement  under  the  heading
"Director  Compensation", which information is incorporated herein  by
reference.   Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy  Mississippi, Entergy New Orleans, and System Energy currently
have  no non-employee directors, and none of the current directors  of
Entergy  Corporation  are  compensated for their  responsibilities  as
director.

      Retired  non-employee  directors of  Entergy  Arkansas,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans with a minimum
of  five  years  of service on the respective Boards of Directors  are
paid  $200 a month for a term of years corresponding to the number  of
years  of active service as directors.  Retired non-employee directors
with  over ten years of service receive a lifetime benefit of  $200  a
month.   Years  of  service as an advisory director  are  included  in
calculating  this benefit.  System Energy has no retired  non-employee
directors.

      Retired  non-employee directors of Entergy Gulf  States  receive
retirement  benefits  under a plan in which all directors  who  served
continuously for a period of years will receive a percentage of  their
retainer fee in effect at the time of their retirement for life.   The
retirement  benefit is 30 percent of the retainer fee for  service  of
not less than five nor more than nine years, 40 percent for service of
not  less  than ten nor more than fourteen years, and 50  percent  for
fifteen  or  more years of service.  For those directors  who  retired
prior  to  the retirement age, their benefits are reduced.   The  plan
also  provides disability retirement and optional hospital and medical
coverage if the director has served at least five years prior  to  the
disability.   The retired director pays one-third of the  premium  for
such  optional hospital and medical coverage and Entergy  Gulf  States
pays  the  remaining  two-thirds.  Years of  service  as  an  advisory
director are included in calculating this benefit.

Employment Contracts, Termination of Employment Agreements, Retirement
             Agreements and Change-in-Control Arrangements
                                   
Entergy Gulf States

      As  a result of the Merger, Entergy Gulf States is obligated  to
pay benefits under the Executive Income Security Plan to those persons
who  were  participants  at  the time of  the  Merger  and  who  later
terminated their employment under circumstances described in the plan.
For  additional description of the benefits under the Executive Income
Security   Plan,   see  the  "Pension  Plan  Tables-System   Executive
Retirement Plan Table" section noted above.

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

      In connection with Mr. Leonard's employment, the Company entered
into  an  agreement  with him that provided for an  annual  salary  of
$600,000  and a potential annual incentive payout of 70%. In  addition
to  participation in the incentive and stock option plans, Mr. Leonard
received  a signing bonus of $500,000 and a retention award of  30,000
restricted  shares  of Common Stock. As long as  Mr.  Leonard  remains
employed,  the restrictions will be lifted on 10,000 shares  per  year
beginning   on  his  first  employment  anniversary.    In   lieu   of
participation in Entergy Executive Retirement Plans, Entergy agreed to
provide  Mr. Leonard with a retirement benefit comparable to  the  one
provided by his previous employer.  This benefit will be calculated on
the  basis  of 60% of his highest three year average base  salary  and
annual  incentive payments, and will be offset by Mr. Leonard's vested
retirement  benefit  from  his previous employment.   This  retirement
benefit  can begin at age 55.  If Mr. Leonard should resign  prior  to
age  55  without permission, he will forfeit this replacement  benefit
and  receive  only  regular accrued pension benefits.   If  he  should
resign  prior  to  age 55 with the Corporation's permission,  he  will
receive  the replacement benefit, but discounted at the rate  of  6.5%
for  each year before age 55.  This benefit would not be payable until
age  62.   Mr.  Leonard's  agreement contains a  "change  of  control"
provision  that  provides  for  an  immediate  vesting  of   the   60%
replacement pension benefit plus a lump sum payment of 2.99 times  his
average three years base pay.

      Mr.  Wilder  entered  into  an  employment  agreement  with  the
Corporation  pursuant to which he will receive  an  annual  salary  of
$400,000  and  the potential maximum annual incentive payout  of  90%.
Mr.  Wilder  will be eligible for a pro-rata share of the  performance
award  for the period 1998-2001 and the pro-rata share of stock option
grant at the end of the first year. The Corporation granted Mr. Wilder
a  signing  bonus  of $300,000, and 21,000 shares of restricted  stock
upon  which  restrictions will be lifted on  7,000  shares  each  year
beginning on his first employment anniversary.  Mr. Wilder was offered
participation in the System Executive Retirement Plan and was credited
with  15  years  of  service.   If  Entergy  terminates  Mr.  Wilder's
employment within two years other than for just cause, he will receive
his annual base salary and continuation of his health benefits for two
years.;   all   remaining  earned  but  unvested  stock  options   and
performance shares would immediately vest.  Upon a change of  control,
if Mr. Wilder resigns for "good reason" his executive pension benefits
will  immediately vest and he will receive a lump sum payment of  2.99
times his average three years base pay.

     In  connection with his retirement, Mr. Lupberger entered into an
agreement with the Corporation, which provided that he would  receive,
subject to certain conditions, a severance payment of $1,338,462  paid
in  a  lump sum.  In addition, Mr. Lupberger received all benefits  he
would have received under the incentive plans, pro rated through  July
31,  1998, the last day of his employment.  All amounts paid or earned
are  included  in  the Summary Compensation Table  above,  except  for
93,333 shares of stock at an exercise price of $29.94 that he received
at  his  pro  rata share of the 1998 Long Term Incentive  Award.   Mr.
Lupberger  has until January 31, 2009 to exercise these options.   Mr.
Lupberger  will  receive  all  retirement  benefits  pursuant  to  the
retirement plans in which he participated.
     
     In connection with his early retirement, Mr. Maulden entered into
an  agreement with Entergy.  Beginning on April 1, 1999,  Mr.  Maulden
will  continue to serve as Vice Chairman, and will continue to receive
his  base  salary, incentive pay and all other benefits  but  will  no
longer  be  responsible  for any organizational  responsibilities.  On
April   1,  2000,  his  retirement  date,  Mr.  Maulden  will  receive
retirement  benefits as though he had continued as an active  employee
until  age 65 without the application of any early retirement discount
factor.  In addition, the Company has agreed to fund a named chair  at
the University of Arkansas at Little Rock for $1,000,000.  The funding
will  be  made in four equal installments to be paid directly  to  the
university on April 1, 1999, 2000, 2001, and 2002.

       Personnel Committee Interlocks and Insider Participation
                                   
      The  compensation  of  Entergy Arkansas,  Entergy  Gulf  States,
Entergy  Louisiana,  Entergy Mississippi,  Entergy  New  Orleans,  and
System Energy executive officers was set by the Personnel Committee of
Entergy Corporation's Board of Directors, composed solely of Directors
of Entergy Corporation.  No current or former officers or employees of
any   Entergy   company   participated  in  deliberations   concerning
compensation during 1998.



Item  12.   Security  Ownership  of  Certain  Beneficial  Owners   and
Management

      Entergy Corporation owns 100% of the outstanding common stock of
registrants Entergy Arkansas, Entergy Gulf States, Entergy  Louisiana,
Entergy  Mississippi,  Entergy New Orleans, and  System  Energy.   The
information with respect to persons known by Entergy Corporation to be
beneficial owners of more than 5% of Entergy Corporation's outstanding
common  stock is included under the heading "Stockholders Who  Own  at
Least  Five  Percent"  in the Proxy Statement,  which  information  is
incorporated  herein  by  reference.   The  registrants  know  of   no
contractual arrangements that may, at a subsequent date, result  in  a
change in control of any of the registrants.

      As  of  December  31, 1998, the directors, the  Named  Executive
Officers,  and  the  directors and officers as  a  group  for  Entergy
Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy   Mississippi,  Entergy  New  Orleans,  and   System   Energy,
respectively, beneficially owned directly or indirectly  common  stock
of Entergy Corporation as indicated:

                                         Entergy Corporation
                                            Common Stock
                                        Amount and Nature of
                                      Beneficial    Ownership(a)
                                     Sole Voting         
                                        and            Other
                                     Investment     Beneficial
                   Name                Power        Ownership(b)
                                                   
     Entergy Corporation                                        
     W. Frank Blount*                  5,634              -
     John A. Cooper, Jr.*              8,134              -
     George W. Davis*                    300              -
     Norman C. Francis*                1,500              -
     Frank F. Gallaher**              15,223         45,000
     Donald C. Hintz**                 3,157         55,000
     Jerry D. Jackson**               21,804         51,911
     J. Wayne Leonard***(d)               -               -
     Robert v.d. Luft***(d)            8,884              -
     Edwin Lupberger**(d)             30,203        116,824 (c)
     Jerry L. Maulden**                9,453         32,500
     Adm. Kinnaird R. McKee*           3,367              -
     Paul W. Murrill*                  3,011              -
     James R. Nichols*                 7,014              -
     Eugene H. Owen*                   4,292              -
     John N. Palmer, Sr.*             16,182              -
     Robert D. Pugh****                6,400          6,500 (c)
     Wm. Clifford Smith*               7,598              -
     Bismark A. Steinhagen*            8,837              -
     All directors and executive                                
       officers                      180,366        330,735

                                     

<PAGE>
                                     
                                       Entergy Corporation
                                          Common Stock
                                      Amount and Nature of
                                    Beneficial    Ownership(a)
                                   Sole Voting         
                                      and            Other
                                   Investment     Beneficial
                   Name              Power        Ownership(b)
                                                   
     Entergy Arkansas                                           
     Frank F. Gallaher***            15,223          45,000
     Donald C. Hintz*                 3,157          55,000
     Jerry D. Jackson***             21,804          51,911
     R. Drake Keith***                6,304          13,424
     J. Wayne Leonard***(d)               -               -
     Edwin Lupberger**(d)            30,203         116,824 (c)
     Jerry L. Maulden***              9,453          32,500
     All directors and executive                   
       officers                     142,653         343,409
                                                          
                                                          
     Entergy Gulf States                                     
     John J. Cordaro***               4,269           5,000
     Joseph F. Domino***              5,809           1,500
     Frank F. Gallaher***            15,223          45,000
     Donald C. Hintz*                 3,157          55,000
     Jerry D. Jackson***             21,804          51,911
     J. Wayne Leonard***(d)               -               -
     Edwin Lupberger**(d)            30,203         116,824 (c)
     Jerry L. Maulden***              9,453          32,500
     All directors and executive                   
       officers                     152,704         339,235
                                                   
                                                   
     Entergy Louisiana                             
     John J. Cordaro***               4,269           5,000
     Frank F. Gallaher***            15,223          45,000
     Donald C. Hintz*                 3,157          55,000
     Jerry D. Jackson***             21,804          51,911
     J. Wayne Leonard***(d)               -               -
     Edwin Lupberger**(d)            30,203         116,824 (c)
     Jerry L. Maulden***              9,453          32,500
     All directors and executive                   
       officers                     148,650         339,235
                                                          

<PAGE>
                                         Entergy Corporation
                                            Common Stock
                                        Amount and Nature of
                                      Beneficial    Ownership(a)
                                     Sole Voting         
                                        and            Other
                                     Investment     Beneficial
                   Name                Power        Ownership(b)
                                                   
                                                     
     Entergy Mississippi                             
     Frank F. Gallaher***             15,223           45,000
     Donald C. Hintz*                  3,157           55,000
     Jerry D. Jackson***              21,804           51,911
     J. Wayne Leonard***(d)                -                -
     Edwin Lupberger**(d)             30,203          116,824 (c)
     Jerry L. Maulden***               9,453           32,500
     Donald E. Meiners***             11,337           11,250
     All directors and executive                     
       officers                      143,489          339,235
                                                            
                                                            
     Entergy New Orleans                                       
     Frank F. Gallaher**              15,223           45,000
     Donald C. Hintz*                  3,157           55,000
     Jerry D. Jackson***              21,804           51,911
     J. Wayne Leonard***(d)                -                -
     Robert v.d. Luft*(d)              8,884                -
     Edwin Lupberger**(d)             30,203          116,824 (c)
     Jerry L. Maulden**                9,453           32,500
     Daniel F. Packer ***              2,271                -
     All directors and executive                     
       officers                      141,213          327,985
                                                     
     System Energy                                   
     Donald C. Hintz*                  3,157           55,000
     Nathan E. Langston**              8,666            1,500
     J. Wayne Leonard*(d)                  -                -
     Robert v.d. Luft*(d)              8,884                -
     Edwin Lupberger**(d)             30,203          116,824 (c)
     Jerry L. Maulden*                 9,453           32,500
     Steven C. McNeal**                2,571            1,500
     C. John Wilder***                     -                -
     Jerry W. Yelverton*               7,334            8,250
     All directors and executive                     
       officers                       74,223          215,574
                                                     

   * Director of the respective Company
  ** Named Executive Officer of the respective Company
 *** Director and Named Executive Officer of the respective Company
**** Mr. Pugh's term will expire at the Annual Meeting and he is  not
     standing for re-election.

(a)  Based  on  information  furnished by the respective  individuals.
     Except  as  noted, each individual has sole voting and investment
     power.  The number of shares of Entergy corporation common  stock
     owned  by  each  individual and by all  directors  and  executive
     officers  as  a  group  does  not  exceed  one  percent  of   the
     outstanding Entergy Corporation common stock.

(b)  Includes,  for  the Named Executive Officers, shares  of  Entergy
     Corporation common stock in the form of unexercised stock options
     awarded  pursuant to the Equity Ownership Plan as follows:   John
     J.  Cordaro, 5,000 shares; Joseph F. Domino, 1,500 shares;  Frank
     F. Gallaher, 45,000 shares; Donald C. Hintz, 55,000 shares; Jerry
     D.  Jackson, 51,911 shares; R. Drake Keith, 13,424 shares; Nathan
     E. Langston, 1,500 shares; Edwin Lupberger, 113,824 shares; Jerry
     L.  Maulden,  32,500 shares; Steven C. McNeal, 1,500 shares;  and
     Donald E. Meiners, 11,250 shares.

(c)  Includes Common Stock held by Mrs. Pugh of 6,500 shares of  which
     Mr. Pugh disclaims beneficial ownership and 2,500 shares held  by
     Mrs.  Lupberger  of  which  Mr.  Lupberger  disclaims  beneficial
     ownership.  In addition, Mr. Lupberger owns 500 shares  in  joint
     tenancy  with  his  mother,  for which  he  disclaims  beneficial
     ownership.

(d)  Mr.  Luft  served  as acting Chief Executive Officer  of  Entergy
     Corporation  and  a  director of Entergy New Orleans  and  System
     Energy  during 1998.  Mr. Lupberger is the former Chief Executive
     Officer  and  a  former director of Entergy Corporation,  Entergy
     Arkansas,   Entergy  Gulf  States,  Entergy  Louisiana,   Entergy
     Mississippi, and Entergy New Orleans.  Mr. Lupberger is a  former
     director  of  System Energy.  As of January 1, 1999, Mr.  Leonard
     was  appointed  Chief Executive Officer and director  of  Entergy
     Corporation,  and  Chairman of the Board  for  Entergy  Arkansas,
     Entergy  Gulf  States,  Entergy Louisiana,  Entergy  Mississippi,
     Entergy New Orleans, and System Energy.



Item 13.  Certain Relationships and Related Transactions

      During 1998, T. Baker Smith & Son, Inc. performed land surveying
services  for,  and received payments of approximately  $13,624  from,
Entergy Louisiana, Inc.  Mr. Wm. Clifford Smith, a director of Entergy
Corporation, is President of T. Baker Smith & Son, Inc.   Mr.  Smith's
children own 100% of the voting stock of T. Baker Smith & Son, Inc.

       See   Item  10,  "Directors  and  Executive  Officers  of   the
Registrants,"   for   information   on   certain   relationships   and
transactions required to be reported under this item.

      Other  than as provided under applicable corporate laws, Entergy
does  not  have  policies  whereby  transactions  involving  executive
officers  and  directors are approved by a majority  of  disinterested
directors.  However,  pursuant  to the  Entergy  Corporation  Code  of
Conduct,  transactions involving an Entergy company and its  executive
officers  must have prior approval by the next higher reporting  level
of  that individual, and transactions involving an Entergy company and
its  directors  must be reported to the secretary of  the  appropriate
Entergy company.


<PAGE>                                   

                                PART IV
                                   

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form
8-K.

(a)1. Financial  Statements  and  Independent  Auditors'  Reports  for
      Entergy,   Entergy  Arkansas,  Entergy  Gulf   States,   Entergy
      Louisiana, Entergy Mississippi, Entergy New Orleans, and  System
      Energy  are  listed  in the Index to Financial  Statements  (see
      pages 37 and 38)

(a)2. Financial Statement Schedules


      Reports   of  Independent  Accountants  on  Financial  Statement
      Schedules (see page 212)

      Financial  Statement  Schedules  are  listed  in  the  Index  to
      Financial Statement Schedules (see page S-1)

(a)3. Exhibits

      Exhibits  for  Entergy, Entergy Arkansas, Entergy  Gulf  States,
      Entergy  Louisiana,  Entergy Mississippi, Entergy  New  Orleans,
      and  System Energy are listed in the Exhibit Index (see page  E-
      1).    Each   management  contract  or  compensatory   plan   or
      arrangement  required  to  be filed  as  an  exhibit  hereto  is
      identified as such by footnote in the Exhibit Index.

(b)   Reports on Form 8-K

      Entergy Corporation
      A current report on Form 8-K, dated November 25, 1998, was
      filed with the SEC on November 25, 1998, reporting information
      under Item 5. "Other Events".

      Entergy Corporation and Entergy London Investments
      A current report on Form 8-K, dated November 30, 1998, was
      filed with the SEC on December 1, 1998, reporting information
      under Item 5. "Other Events".

      Entergy Corporation
      A  current report on Form 8-K, dated December 4, 1998, was filed
      with  the SEC on December 21, 1998, reporting information  under

      Item  2.  "Acquisition or Disposition of  Assets"  and  Item  7.
      "Financial  Statements,  Pro  Forma  Financial  Statements   and
      Exhibits".



<PAGE>

                          ENTERGY CORPORATION
                                   

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.


                                      ENTERGY CORPORATION



                                      By     /s/ Nathan E. Langston
                                      Nathan E. Langston, Vice President and
                                      Chief Accounting Officer

                                      Date: March 12, 1999



      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


      Signature                      Title                 Date




   /s/ Nathan E. Langston
      Nathan E. Langston    Vice President and Chief  March 12, 1999
                               Accounting Officer
                         (Principal Accounting Officer)




     J. Wayne Leonard (Chief Executive Officer and Director; 
     Principal Executive  Officer)  and Robert v.d. Luft  
     (Chairman  of  the Board  and  Director); W. Frank Blount, 
     John  A.  Cooper, Jr., George W. Davis, N. C. Francis, 
     Kinnaird R. McKee, Paul  W. Murrill, James R. Nichols, 
     Eugene H. Owen,  John N.  Palmer, Sr., Robert D. Pugh, 
     Wm. Clifford Smith,  and Bismark A. Steinhagen (Directors).



   By: /s/ Nathan E. Langston                    March 12, 1999
     (Nathan E. Langston, Attorney-in-fact)
                        

<PAGE>                        
                        ENTERGY ARKANSAS, INC.
                                   
                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      ENTERGY ARKANSAS, INC.



                                      By     /s/ Nathan E. Langston
                                      Nathan E. Langston, Vice President 
                                      and Chief Accounting Officer

                                      Date: March 12, 1999


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date
     
     
     
     
          /s/ Nathan E. Langston
      Nathan E. Langston    Vice President and Chief  March 12, 1999
                               Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     R. Drake Keith (President, Chief Executive Officer and 
     Director; Principal Executive Officer) and J. Wayne Leonard  
     (Chairman  of  the  Board  and  Director);  Frank  F.
     Gallaher, Donald C. Hintz, Jerry D. Jackson, and Jerry L.
     Maulden (Directors).
     
     
     
By: /s/ Nathan E. Langston                   March 12, 1999
     (Nathan E. Langston, Attorney-in-fact)
     

<PAGE>
                       ENTERGY GULF STATES, INC.
                                   
                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.


                                      ENTERGY GULF STATES, INC.



                                      By       /s/ Nathan E. Langston
                                      Nathan E. Langston, Vice President and 
                                      Chief Accounting Officer

                                      Date: March 12, 1999



      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


      Signature                      Title                 Date




    /s/ Nathan E. Langston
      Nathan E. Langston    Vice President and Chief  March 12, 1999
                              Accounting Officer
                         (Principal Accounting Officer)




     Jerry D. Jackson (President, Chief Executive Officer-Louisiana 
     and Director;  Principal  Executive Officer), Joseph  F.  
     Domino (President,  Chief Executive Officer-Texas and  Director;
     Principal  Executive  Officer),  and  J.  Wayne   Leonard
     (Chairman  of the Board and Director); Frank F. Gallaher,
     Donald C. Hintz, and Jerry L. Maulden (Directors).



By: /s/ Nathan E. Langston                      March 12, 1999
     (Nathan E. Langston, Attorney-in-fact)


<PAGE>
                        ENTERGY LOUISIANA, INC.
                                   
                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      ENTERGY LOUISIANA, INC.



                                      By       /s/ Nathan E. Langston
                                      Nathan E. Langston, Vice President 
                                      and Chief Accounting Officer

                                      Date: March 12, 1999


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date
     
     
     
     
          /s/ Nathan E. Langston
      Nathan E. Langston    Vice President and Chief  March 12, 1999
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Jerry D. Jackson (President, Chief Executive Officer  and
     Director;  Principal  Executive  Officer)  and  J.  Wayne
     Leonard  (Chairman of the Board and Director);  Frank  F.
     Gallaher,   Donald  C.  Hintz,  and  Jerry   L.   Maulden
     (Directors).
     
     
     
     
     By: /s/ Nathan E. Langston           March 12, 1999
     (Nathan E. Langston, Attorney-in-fact)
     

<PAGE>
                       ENTERGY MISSISSIPPI, INC.
                                   
                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      ENTERGY MISSISSIPPI, INC.



                                      By       /s/ Nathan E. Langston
                                      Nathan E. Langston, Vice President 
                                      and Chief Accounting Officer

                                      Date: March 12, 1999


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date
     
     
     
     
          /s/ Nathan E. Langston
      Nathan E. Langston    Vice President and Chief  March 12, 1999
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Donald E. Meiners (President, Chief Executive Officer and
     Director;  Principal  Executive  Officer)  and  J.  Wayne
     Leonard  (Chairman of the Board and Director);  Frank  F.
     Gallaher, Donald C. Hintz, Jerry D. Jackson, and Jerry L.
     Maulden (Directors).
     
     
     
     
     By: /s/ Nathan E. Langston                 March 12, 1999
     (Nathan E. Langston, Attorney-in-fact)
                       

<PAGE>                       
                       
                       ENTERGY NEW ORLEANS, INC.
                                   
                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      ENTERGY NEW ORLEANS, INC.



                                      By       /s/ Nathan E. Langston
                                      Nathan E. Langston, Vice President 
                                      and Chief Accounting Officer

                                      Date: March 12, 1999


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date
     
     
     
     
          /s/ Nathan E. Langston
      Nathan E. Langston    Vice President and Chief  March 12, 1999
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Daniel F. Packer (President, Chief Executive Officer  and
     Director;  Principal  Executive  Officer)  and  J.  Wayne
     Leonard  (Chairman of the Board and Director); Donald  C.
     Hintz and Jerry D. Jackson (Directors).
     
     
     
     
     By: /s/ Nathan E. Langston            March 12, 1999
     (Nathan E. Langston, Attorney-in-fact)

     
<PAGE>
                     SYSTEM ENERGY RESOURCES, INC.
                                   
                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      SYSTEM ENERGY RESOURCES, INC.



                                      By       /s/ Nathan E. Langston
                                      Nathan E. Langston, Vice President 
                                      and Chief Accounting Officer

                                      Date: March 12, 1999


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date
     
     
     
     
          /s/ Nathan E. Langston
      Nathan E. Langston    Vice President and Chief  March 12, 1999
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Jerry  W.  Yelverton (President, Chief Executive  Officer
     and  Director; Principal Executive Officer) and J.  Wayne
     Leonard  (Chairman of the Board and Director), Donald  C.
     Hintz and C. John Wilder (Directors).
     
     
     
     
     By: /s/ Nathan E. Langston              March 12, 1999
     (Nathan E. Langston, 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  their  related
Prospectuses,  to the registration statement of Entergy Corporation  on
Form  S-4 (File  Number  33-54298)  and the registration statements and 
related Prospectuses on Form S-3 (File Numbers 333-02503 and 333-22007) 
of  our  reports  dated  February  18,  1999,  on  our  audits  of  the 
consolidated  financial statements and financial statement schedules of  
Entergy Corporation as of December  31, 1998 and 1997, and for  each of
the  three  years  in  the  period ended December 31, 1998,  which  are 
included in this Annual Report on Form 10-K.

We  consent  to  the  incorporation by reference  in  the  registration
statements and  the related Prospectuses of Entergy Arkansas,  Inc.  on
Form  S-3  (File  Numbers 33-50289, 333-00103  and  333-05045)  of  our
reports  dated  February  18,  1999, on our  audits  of  the  financial
statements  and financial statement schedule of Entergy Arkansas,  Inc.
as  of  December 31, 1998 and 1997, and for each of the three years  in
the  period ended December 31, 1998, which are included in this  Annual
Report on Form 10-K.

We  consent  to  the  incorporation by reference  in  the  registration
statements and the related Prospectuses of Entergy Gulf States, Inc. on
Form  S-3 (File Numbers 33-49739, 33-51181 and 333-60957), on Form  S-8
(File  Numbers 2-76551 and 2-98011) and on Form S-2 (File  Number  333-
17911),  of our reports dated February 18, 1999, on our audits  of  the
financial  statements and financial statement schedule of Entergy  Gulf
States,  Inc.  as of December 31, 1998 and 1997, and for  each  of  the
three  years in the period ended December 31, 1998, which are  included
in this Annual Report on Form 10-K.

We  consent  to  the  incorporation by reference  in  the  registration
statements and the related Prospectuses of Entergy Louisiana,  Inc.  on
Form  S-3  (File Numbers 33-46085, 33-39221, 33-50937, 333-00105,  333-
01329  and  333-03567) of our reports dated February 18, 1999,  on  our
audits of the financial statements and financial statement schedule  of
Entergy Louisiana, Inc. as of December 31, 1998 and 1997, and for  each
of  the  three years in the period ended December 31, 1998,  which  are
included in this Annual Report on Form 10-K.

We  consent  to  the  incorporation by reference  in  the  registration
statements and the related Prospectuses of Entergy Mississippi, Inc. on
Form  S-3 (File Numbers 33-53004, 33-55826, 33-50507 and 333-64023)  of
our  reports  dated February 18, 1999, on our audits of  the  financial
statements  and  financial statement schedule of  Entergy  Mississippi,
Inc.  as of December 31, 1998 and 1997, and for each of the three years
in  the  period  ended December 31, 1998, which are  included  in  this
Annual Report on Form 10-K.

We  consent  to  the  incorporation by reference  in  the  registration
statements and the related Prospectuses of Entergy New Orleans, Inc. on
Form  S-3  (File Numbers 33-57926 and 333-00255) of our  reports  dated
February  18,  1999,  on  our audits of the  financial  statements  and
financial  statement  schedule  of Entergy  New  Orleans,  Inc.  as  of
December  31,  1998 and 1997, and for each of the three  years  in  the
period  ended  December  31, 1998, which are included  in  this  Annual
Report on Form 10-K.

We  consent  to  the  incorporation by reference  in  the  registration
statements and the related Prospectuses of System Energy Resources, Inc.
on  Form  S-3  (File Numbers 33-47662, 33-61189 and 333-06717)  of  our
report  dated  February  18,  1999, on  our  audits  of  the  financial
statements of System Energy Resources, Inc. as of December 31, 1998 and
1997, and for each of the three years in the period ended December  31,
1998, which is included in this Annual Report on Form 10-K.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
March 10, 1999



<PAGE>


  REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES



To the Board of Directors and Shareholders
    of Entergy Corporation


Our   audits  of  the  consolidated  financial  statements  of  Entergy
Corporation  and  the financial statements of Entergy  Arkansas,  Inc.,
Entergy   Gulf   States,   Inc.,  Entergy  Louisiana,   Inc.,   Entergy
Mississippi,  Inc.,  and Entergy New Orleans, Inc. (which  reports  and
financial  statements are included in this Annual Report on Form  10-K)
also  included  audits of the financial statement schedules  listed  in

Item  14(a)(2)  of  this  Form 10-K. In our  opinion,  these  financial
statement  schedules  present fairly, in  all  material  respects,  the
information  set  forth  therein when  read  in  conjunction  with  the
related financial statements.




PricewaterhouseCoopers LLP


New Orleans, Louisiana
February 18, 1999



                INDEX TO FINANCIAL STATEMENT SCHEDULES


Schedule                                                             Page

 I        Financial Statements of Entergy Corporation:
            Statements of Income - For the Years Ended 
               December 31, 1998, 1997, and 1996                      S-2
            Statements of Cash Flows - For the Years Ended 
               December 31, 1998, 1997, and 1996                      S-3
            Balance Sheets, December 31, 1998 and 1997                S-4
            Statements of Retained Earnings and Paid-In Capital - For
               the Years Ended December 31, 1998, 1997, and 1996      S-5
 II       Valuation and Qualifying Accounts
            1998, 1997 and 1996:
               Entergy Corporation and Subsidiaries                   S-6
               Entergy Arkansas, Inc.                                 S-7
               Entergy Gulf States, Inc.                              S-8
               Entergy Louisiana, Inc.                                S-9
               Entergy Mississippi, Inc.                              S-10
               Entergy New Orleans, Inc.                              S-11



      Schedules other than those listed above are omitted because they
are  not required, not applicable or the required information is shown
in the financial statements or notes thereto.

      Columns  have  been  omitted from schedules  filed  because  the
information is not applicable.


<PAGE> 

<TABLE>
<CAPTION>
                        ENTERGY CORPORATION
     SCHEDULE I-FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                       STATEMENTS OF INCOME
                                                                             
                                                                             
                                                 For the Years Ended December 31,
                                                 1998         1997          1996
                                                         (In Thousands)
<S>                                             <C>          <C>           <C>
Income:                                                                            
  Equity in income of subsidiaries              $822,758     $325,419      $459,350
  Interest on temporary investments                2,536        5,086         4,840
                                                --------     --------      --------
        Total                                    825,294      330,505       464,190
                                                --------     --------      --------
                                                                                   
Expenses and Other Deductions:                                                     
  Administrative and general expenses             77,296       62,250        34,402
  Income taxes (credit)                           (6,847)       3,438        (1,558)
  Taxes other than income                          1,325        1,226           828
  Interest                                        14,451       15,908        10,491
                                                --------     --------      --------
        Total                                     86,225       82,822        44,163
                                                --------     --------      --------
                                                                                   
Net Income                                      $739,069     $247,683      $420,027
                                                ========     ========      ========
See Entergy Corporation and Subsidiaries Notes to Financial
Statements in Part II, Item 8.                                                     
</TABLE>
                                              

<PAGE>

<TABLE>
<CAPTION>

                           ENTERGY CORPORATION
                                                  
       SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                       STATEMENTS OF CASH FLOWS
                                                  
                                                  
                                                                    For the Years Ended December 31,
                                                                     1998         1997         1996
                                                                             (In Thousands)
<S>                                                                <C>          <C>          <C>
Operating Activities:                                                                                 
  Net income                                                        $739,069     $247,683     $420,027
  Noncash items included in net income:                                                               
    Equity in earnings of subsidiaries                              (822,758)    (325,419)    (459,350)
    Deferred income taxes                                             (1,997)         898        8,499
    Depreciation                                                       2,069        1,442        1,628
  Changes in working capital:                                                                         
    Receivables                                                      (21,033)      (8,683)       3,232
    Payables                                                             357       (3,690)       9,919
    Other working capital accounts                                     3,614         (400)      (1,170)
  Common stock dividends received from subsidiaries                  488,500      550,200      554,200
  Other                                                               36,948       43,479       (3,524)
                                                                   ---------     --------     --------
    Net cash flow provided by operating activities                   424,769      505,510      533,461
                                                                   ---------     --------     --------
                                                                                                      
Investing Activities:                                                                                 
  Investment in subsidiaries                                         (96,383)    (633,449)    (266,681)
  Capital expenditures                                                  (212)     (23,079)           -
                                                                   ---------     --------     --------
                                                                                                      
    Net cash flow used in investing activities                       (96,595)    (656,528)    (266,681)
                                                                   ---------     --------     --------
                                                                                                      
Financing Activities:                                                                                 
  Changes in short-term borrowings                                    99,500      166,000       20,000
  Common stock dividends paid                                       (373,441)    (438,183)    (405,346)
  Repurchase of common stock                                          (2,964)           -            -   
  Issuance of common stock                                            19,341      305,379      118,087
                                                                   ---------     --------     --------
                                                                                                      
        Net cash flow provided by (used in) financing activities    (257,564)      33,196     (267,259)
                                                                   ---------     --------     --------
                                                                                                      
Net increase (decrease) in cash and cash equivalents                  70,610     (117,822)        (479)
                                                                                                      
Cash and cash equivalents at beginning of period                      10,843      128,665      129,144
                                                                   ---------     --------     --------
                                                                                                      
Cash and cash equivalents at end of period                           $81,453      $10,843     $128,665
                                                                   =========     ========     ========
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
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,
                                                                    1998         1997
                                                                       (In Thousands)
                       ASSETS                                                           
<S>                                                                 <C>           <C>            
Current Assets:                                                                         
   Cash and cash equivalents:                                                           
     Temporary cash investments - at cost,                                              
        which approximates market:                                                      
        Associated companies                                        $12,879       $2,947
        Other                                                        68,574        7,896
                                                                 ----------   ----------
           Total cash and cash equivalents                           81,453       10,843
  Accounts receivable:                                                                  
    Associated companies                                             35,781       14,700
  Interest receivable                                                   253          301
  Other                                                               9,380       20,345
                                                                 ----------   ----------
           Total                                                    126,867       46,189
                                                                 ----------   ----------
                                                                                        
Investment in Wholly-owned Subsidiaries                           7,268,768    6,832,590
                                                                 ----------   ----------
                                                                                        
Deferred Debits and Other Assets                                     71,543       89,315
                                                                 ----------   ----------
                                                                                        
           Total                                                 $7,467,178   $6,968,094
                                                                 ==========   ==========
        LIABILITIES AND SHAREHOLDERS' EQUITY                                            
                                                                                        
Current Liabilities:                                                                    
  Notes payable                                                    $285,500     $186,000
  Accounts payable:                                                                     
    Associated companies                                              6,041        4,331
    Other                                                               531        1,884
  Interest accrued                                                        -        1,918
  Other current liabilities                                           3,394        8,827
                                                                 ----------   ----------
           Total                                                    295,466      202,960
                                                                 ----------   ----------
                                                                                        
Deferred Credits and Noncurrent Liabilities                          64,672       71,618
                                                                 ----------   ----------
                                                                                        
Shareholders' Equity:                                                                   
  Common stock, $.01 par value, authorized                                              
   500,000,000 shares; issued 246,829,076 shares                                        
    in 1998 and 246,149,198 shares in 1997                            2,468        2,461
  Paid-in capital                                                 4,630,609    4,613,572
  Retained earnings                                               2,526,888    2,157,912
  Cumulative foreign currency translation adjustment                (46,739)     (69,817)
  Less cost of treasury stock (208,907 shares in                                        
    1998 and 306,852 shares in 1997)                                  6,186       10,612
                                                                 ----------   ----------
           Total common shareholders' equity                      7,107,040    6,693,516
                                                                 ----------   ----------
                                                                                        
           Total                                                 $7,467,178   $6,968,094
                                                                 ==========   ==========
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,
                                                      1998          1997          1996
                                                                (In Thousands)
<S>                                                 <C>           <C>           <C>
Retained Earnings, January 1                        $2,157,912    $2,341,703    $2,335,579
                                                                                          
  Add:                                                                                    
    Net income                                         739,069       247,683       420,027
                                                                                          
  Deduct:                                                                                 
    Dividends declared on common stock                 369,498       432,268       412,250
    Capital stock and other expenses                       595          (794)        1,653
                                                    ----------    ----------    ----------
        Total                                          370,093       431,474       413,903
                                                    ----------    ----------    ----------
Retained Earnings, December 31                      $2,526,888    $2,157,912    $2,341,703
                                                    ==========    ==========    ==========
                                                                                          
                                                                                          
                                                                                          
Paid-in Capital, January 1                          $4,613,572    $4,320,591    $4,201,483
                                                                                          
  Add:                                                                                    
    Gain on reacquisition of                                                              
      subsidiaries' preferred stock                          -           273         1,795
    Common stock issuances related to stock plans       17,037       292,870       117,560
                                                    ----------    ----------    ----------
     Total                                              17,037       293,143       119,355
                                                    ----------    ----------    ----------
                                                                                          
  Deduct:                                                                                 
    Capital stock discounts and other expenses               -           162           247
                                                    ----------    ----------    ----------
                                                                                          
Paid-in Capital, December 31                        $4,630,609    $4,613,572    $4,320,591
                                                    ==========    ==========    ==========
                                                                                         
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, 1998, 1997, and 1996
                            (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, 1998                                                      
 Accumulated Provisions                                                           
  Deducted from Assets--                                                          
  Doubtful Accounts                   $9,800      $16,451      $15,996     $10,255
                                    ==============================================
 Accumulated Provisions Not                                                       
  Deducted from Assets:                                                           
  Property insurance                 $23,422      $28,838      $67,106    $(14,846)
  Injuries and damages (Note 2)       26,484       17,960       16,282      28,162
  Environmental                       36,368        7,596        8,107      35,857
                                    ----------------------------------------------
     Total                           $86,274      $54,394      $91,495     $49,173
                                    ==============================================
                                                                                  
Year ended December 31, 1997                                                      
 Accumulated Provisions                                                           
  Deducted from Assets--                                                          
  Doubtful Accounts                   $9,189      $17,106      $16,495      $9,800
                                    ==============================================
 Accumulated Provisions Not                                                       
  Deducted from Assets:                                                           
  Property insurance                 $35,026      $24,128      $35,732     $23,422
  Injuries and damages (Note 2)       26,145       20,294       19,955      26,484
  Environmental                       37,719        5,993        7,344      36,368
                                    ----------------------------------------------
     Total                           $98,890      $50,415      $63,031     $86,274
                                    ==============================================
                                                                                  
Year ended December 31, 1996                                                      
 Accumulated Provisions                                                           
  Deducted from Assets--                                                          
  Doubtful Accounts                   $7,109      $19,770      $17,690      $9,189
  Other                               12,337            -       12,337           -
                                    ----------------------------------------------
    Total                            $19,446      $19,770      $30,027      $9,189
                                    ==============================================
 Accumulated Provisions Not                                                       
  Deducted from Assets:                                                           
  Property insurance                 $36,733      $26,136      $27,843     $35,026
  Injuries and damages (Note 2)       19,981       23,373       17,209      26,145
  Environmental                       40,262        2,599        5,142      37,719
                                    ----------------------------------------------
     Total                           $96,976      $52,108      $50,194     $98,890
                                    ==============================================
___________                                                                       
Notes:                                                                            
(1) Deductions from provisions represent losses or expenses for which the 
    respective provisions were created. In the case of the provision for 
    doubtful accounts, such deductions are reduced by recoveries of amounts 
    previously written off.
                                                                      
(2) Injuries and damages provision is provided to absorb all current 
    expenses as appropriate and for the estimated cost of settling claims 
    for injuries and damages.
                                        
</TABLE>
    

<PAGE>

<TABLE>
<CAPTION>
    
                       ENTERGY ARKANSAS,  INC.
                                      
           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
            Years Ended December 31, 1998, 1997, and 1996
                          (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, 1998                                                     
 Accumulated Provisions                                                          
  Deducted from Assets--                                                         
  Doubtful Accounts                     $1,799      $3,848      $3,894     $1,753
                                    =============================================
 Accumulated Provisions Not                                                      
  Deducted from Assets:                                                          
  Property insurance                      $858     $18,805     $12,063     $7,600
  Injuries and damages (Note 2)          4,798       3,144       3,324      4,618
  Environmental                          4,753       1,470       1,329      4,894
                                    ---------------------------------------------
     Total                             $10,409     $23,419     $16,716    $17,112
                                    =============================================
                                                                                 
Year ended December 31, 1997                                                     
 Accumulated Provisions                                                          
  Deducted from Assets--                                                         
  Doubtful Accounts                     $2,326      $3,140      $3,667     $1,799
                                    =============================================
 Accumulated Provisions Not                                                      
  Deducted from Assets:                                                          
  Property insurance                       $14     $11,613     $10,769       $858
  Injuries and damages (Note 2)          2,810       3,538       1,550      4,798
  Environmental                          5,163       1,320       1,730      4,753
                                    ---------------------------------------------
     Total                              $7,987     $16,471     $14,049    $10,409
                                    =============================================
                                                                                 
Year ended December 31, 1996                                                     
 Accumulated Provisions                                                          
  Deducted from Assets--                                                         
  Doubtful Accounts                     $2,058      $5,341      $5,073     $2,326
                                    =============================================
 Accumulated Provisions Not                                                      
  Deducted from Assets:                                                          
  Property insurance                      $900      $8,808      $9,694        $14
  Injuries and damages (Note 2)          1,810       2,980       1,980      2,810
  Environmental                          6,514       1,320       2,671      5,163
                                    ---------------------------------------------
     Total                              $9,224     $13,108     $14,345     $7,987
                                    =============================================
___________                                                                      
Notes:                                                                           
(1) Deductions from provisions represent losses or expenses for which the 
    respective provisions were created. In the case of the provision for 
    doubtful accounts, such deductions are reduced by recoveries of amounts 
    previously written off.
                                                                                 
(2) Injuries and damages provision is provided to absorb all current expenses 
    as appropriate and for the estimated cost of settling claims for injuries 
    and damages.
                                        
</TABLE>
                                      

<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY GULF STATES,  INC.
                                      
             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              Years Ended December 31, 1998, 1997, and 1996
                            (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, 1998                                                      
 Accumulated Provisions                                                           
  Deducted from Assets--                                                          
  Doubtful Accounts                       $1,791     $3,169      $3,225     $1,735
                                     =============================================
 Accumulated Provisions                                                           
  Not Deducted from Assets--                                                      
  Property insurance                      $4,317     $5,583     $14,084    $(4,184)
  Injuries and damages (Note 2)            5,339      4,634       5,214      4,759
  Environmental                           23,789      3,058       4,538     22,309
                                     ---------------------------------------------
     Total                               $33,445    $13,275     $23,836    $22,884
                                     =============================================
                                                                                  
Year ended December 31, 1997                                                      
 Accumulated Provisions                                                           
  Deducted from Assets--                                                          
  Doubtful Accounts                       $1,997     $3,695      $3,901     $1,791
                                     =============================================
 Accumulated Provisions                                                           
  Not Deducted from Assets--                                                      
  Property insurance                     $17,003     $5,584     $18,270     $4,317
  Injuries and damages (Note 2)            9,594      5,479       9,734      5,339
  Environmental                           21,829      3,746       1,786     23,789
                                     ---------------------------------------------
     Total                               $48,426    $14,809     $29,790    $33,445
                                     =============================================
                                                                                  
Year ended December 31, 1996                                                      
 Accumulated Provisions                                                           
  Deducted from Assets--                                                          
  Doubtful Accounts                       $1,608     $4,709      $4,320     $1,997
                                     =============================================
  Accumulated Provisions                                                          
  Not Deducted from Assets--                                                      
  Property insurance                     $14,141     $5,899      $3,037    $17,003
  Injuries and damages (Note 2)            5,199      7,955       3,560      9,594
  Environmental                           21,864        365         400     21,829
                                     ---------------------------------------------
     Total                               $41,204    $14,219      $6,997    $48,426
                                     =============================================
___________                                                                       
Notes:                                                                            
(1) Deductions from provisions represent losses or expenses for which the 
    respective provisions were created. In the case of the provision for 
    doubtful accounts, such deductions are reduced by recoveries of amounts 
    previously written off.
                                                                                  
(2) Injuries and damages provision is provided to absorb all current expenses 
    as appropriate and for the estimated cost of settling claims for injuries 
    and damages.
                                                                                  
</TABLE>
                                         

<PAGE>

<TABLE>
<CAPTION>

                        ENTERGY LOUISIANA,  INC.
                                      
           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
            Years Ended December 31, 1998, 1997, and 1996
                              (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, 1998                                                        
 Accumulated Provisions                                                             
  Deducted from Assets--                                                            
  Doubtful Accounts                         $1,157     $1,919      $1,912     $1,164
                                        ============================================
 Accumulated Provisions Not                                                         
  Deducted from Assets:                                                             
  Property insurance                          $581     $2,930     $21,336   $(17,825)
  Injuries and damages (Note 2)              9,944      9,263       6,083     13,124
  Environmental                              7,599        668       1,031      7,236
                                        --------------------------------------------
     Total                                 $18,124    $12,861     $28,450     $2,535
                                        ============================================
                                                                                    
Year ended December 31, 1997                                                        
 Accumulated Provisions                                                             
  Deducted from Assets--                                                            
  Doubtful Accounts                         $1,429     $2,542      $2,814     $1,157
                                        ============================================
 Accumulated Provisions Not                                                         
  Deducted from Assets:                                                             
  Property insurance                          $261     $5,411      $5,091       $581
  Injuries and damages (Note 2)              9,443      5,080       4,579      9,944
  Environmental                              9,979        495       2,875      7,599
                                        --------------------------------------------
     Total                                 $19,683    $10,986     $12,545    $18,124
                                        ============================================
                                                                                    
Year ended December 31, 1996                                                        
 Accumulated Provisions                                                             
  Deducted from Assets--                                                            
  Doubtful Accounts                         $1,390     $3,241      $3,202     $1,429
                                        ============================================
 Accumulated Provisions Not                                                         
  Deducted from Assets:                                                             
  Property insurance                        $1,013     $4,583      $5,335       $261
  Injuries and damages (Note 2)              8,414     10,646       9,617      9,443
  Environmental                             11,379        495       1,895      9,979
                                        --------------------------------------------
     Total                                 $20,806    $15,724     $16,847    $19,683
                                        ============================================
                                                                                    
___________                                                                         
Notes:                                                                              
(1) Deductions from provisions represent losses or expenses for which the 
    respective provisions were created. In the case of the provision for 
    doubtful accounts, such deductions are reduced by recoveries of amounts 
    previously written off.
                                                                                    
(2) Injuries and damages provision is provided to absorb all current expenses 
    as appropriate and for the estimated cost of settling claims for 
    injuries and damages.
                                        
</TABLE>
                                      

<PAGE>

<TABLE>
<CAPTION>
                           ENTERGY MISSISSIPPI, INC.
                                      
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 
                  Years Ended December 31, 1998, 1997, and 1996
                                (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, 1998                                                         
 Accumulated Provisions                                                              
  Deducted from Assets--                                                             
  Doubtful Accounts                            $931     $2,747      $2,461     $1,217
                                         ============================================
 Accumulated Provisions Not                                                          
  Deducted from Assets:                                                              
  Property insurance                         $2,179     $1,520     $15,242   $(11,543)
  Injuries and damages (Note 2)               4,662       (437)        429      3,796
  Environmental                                 227        900         423        704
                                         --------------------------------------------
     Total                                   $7,068     $1,983     $16,094    $(7,043)
                                         ============================================
                                                                                     
Year ended December 31, 1997                                                         
 Accumulated Provisions                                                              
  Deducted from Assets--                                                             
  Doubtful Accounts                          $1,374     $1,950      $2,393       $931
                                         ============================================
 Accumulated Provisions Not                                                          
  Deducted from Assets:                                                              
  Property insurance                         $2,082     $1,520      $1,423     $2,179
  Injuries and damages (Note 2)               2,905      4,055       2,298      4,662
  Environmental                                 693        330         796        227
                                         --------------------------------------------
     Total                                   $5,680     $5,905      $4,517     $7,068
                                         ============================================
                                                                                     
Year ended December 31, 1996                                                         
 Accumulated Provisions                                                              
  Deducted from Assets--                                                             
  Doubtful Accounts                          $1,585     $2,996      $3,207     $1,374
                                         ============================================
 Accumulated Provisions Not                                                          
  Deducted from Assets:                                                              
  Property insurance                         $5,013     $6,846      $9,777     $2,082
  Injuries and damages (Note 2)               2,565        928         588      2,905
  Environmental                                 467        330         104        693
                                         --------------------------------------------
     Total                                   $8,045     $8,104     $10,469     $5,680
                                         ============================================
                                                                                     
___________                                                                          
Notes:                                                                               
(1) Deductions from provisions represent losses or expenses for which the 
    respective provisions were created. In the case of the provision for 
    doubtful accounts, such deductions are reduced by recoveries of amounts 
    previously written off.
                                                                                     
(2) Injuries and damages provision is provided to absorb all current expenses
    as appropriate and for the estimated cost of settling claims for injuries 
    and damages.
</TABLE>
                                        

<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS,  INC.
                                      
            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
             Years Ended December 31, 1998, 1997, and 1996
                             (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, 1998                                                        
 Accumulated Provisions                                                             
  Deducted from Assets--                                                            
  Doubtful Accounts                           $711          -        $(50)      $761
                                         ===========================================
 Accumulated Provisions Not                                                         
  Deducted from Assets:                                                             
  Property insurance                       $15,487          -      $4,381    $11,106
  Injuries and damages (Note 2)              1,741      1,356       1,232      1,865
  Environmental                                  -      1,500         786        714
                                         -------------------------------------------
     Total                                 $17,228     $2,856      $6,399    $13,685
                                         ===========================================
                                                                                    
Year ended December 31, 1997                                                        
 Accumulated Provisions                                                             
  Deducted from Assets--                                                            
  Doubtful Accounts                           $696     $1,599      $1,584       $711
                                         ===========================================
 Accumulated Provisions Not                                                         
  Deducted from Assets:                                                             
  Property insurance                       $15,666          -        $179    $15,487
  Injuries and damages (Note 2)              1,393     $2,142       1,794      1,741
  Environmental                                 55        102         157          -
                                         -------------------------------------------
     Total                                 $17,114     $2,244      $2,130    $17,228
                                         ===========================================
                                                                                    
Year ended December 31, 1996                                                        
 Accumulated Provisions                                                             
  Deducted from Assets--                                                            
  Doubtful Accounts                           $468     $2,116      $1,888       $696
                                         ===========================================
 Accumulated Provisions Not                                                         
  Deducted from Assets:                                                             
  Property insurance                       $15,666          -           -    $15,666
  Injuries and damages (Note 2)              1,993       $864      $1,464      1,393
  Environmental                                 38         89          72         55
                                         -------------------------------------------
     Total                                 $17,697       $953      $1,536    $17,114
                                         ===========================================
                                                                                    
___________                                                                         
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>


                          EXHIBIT INDEX
                                
                                
    The following exhibits indicated by an asterisk preceding the
exhibit  number are filed herewith.  The balance of the  exhibits
have  heretofore  been filed with the SEC, respectively,  as  the
exhibits  and  in the file numbers indicated and are incorporated
herein  by  reference.   The  exhibits  marked  with  a  (+)  are
management   contracts  or  compensatory  plans  or  arrangements
required  to  be filed herewith and required to be identified  as
such  by  Item 14 of Form 10-K.  Reference is made to a duplicate
list  of exhibits being filed as a part of this Form 10-K,  which
list,  prepared in accordance with Item 102 of Regulation S-T  of
the SEC, immediately precedes the exhibits being physically filed
with this Form 10-K.

(3) (i)  Articles of Incorporation

Entergy Corporation

(a)    1   --     Certificate   of   Incorporation   of   Entergy
       Corporation  dated December 31, 1993 (A-1(a)  to  Rule  24
       Certificate in 70-8059).

System Energy

(b)    1  --   Amended and Restated Articles of Incorporation  of
       System  Energy  and amendments thereto through  April  28,
       1989 (A-1(a) to Form U-1 in 70-5399).

Entergy Arkansas

(c)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy Arkansas and amendments thereto through April  22,
       1996  (3(a) to Form 10-Q for the quarter ended  March  31,
       1996 in 1-10764).

Entergy Gulf States

(d)    1  --   Restated Articles of Incorporation of Entergy Gulf
       States  and  amendments  thereto through  April  22,  1996
       (3(b)  to  Form 10-Q for the quarter ended March 31,  1996
       in 1-2703).

Entergy Louisiana

(e)    1  --    Restated  Articles  of Incorporation  of  Entergy
       Louisiana  and amendments thereto through April  22,  1996
       (3(c)  to  Form 10-Q for the quarter ended March 31,  1996
       in 1-8474).

Entergy Mississippi

(f)    1  --    Restated  Articles  of Incorporation  of  Entergy
       Mississippi  and amendments thereto through  November  17,
       1997  (3(i)(f)1  to Form 10-K for the year ended  December
       31, 1997 in 0-320).

Entergy New Orleans

(g)    1   --    Restatement  of  Articles  of  Incorporation  of
       Entergy  New Orleans and amendments thereto through  April
       22,  1996  (3(e) to Form 10-Q for the quarter ended  March
       31, 1996 in 0-5807).

(3) (ii) By-Laws

(a)        --     By-Laws  of  Entergy  Corporation  as   amended
       September  14, 1998, and as presently in effect  (3(a)  to
       Form 10-Q for the quarter ended September 30, 1998).

(b)       --    By-Laws of System Energy effective July 6,  1998,
       and  as  presently in effect (3(f) to Form  10-Q  for  the
       quarter ended June 30, 1998).

(c)       --   By-Laws of Entergy Arkansas as of October 5, 1998,
       and  as  presently in effect (3(b) to Form  10-Q  for  the
       quarter ended September 30, 1998).

(d)       --    By-Laws of Entergy Gulf States as of  October  5,
       1998,  and as presently in effect (3(c) to Form  10-Q  for
       the quarter ended September 30, 1998).

(e)       --    By-Laws  of Entergy Louisiana as  of  October  5,
       1998,  and as presently in effect (3(d) to Form  10-Q  for
       the quarter ended September 30, 1998).

(f)       --    By-Laws of Entergy Mississippi as of  October  5,
       1998,  and as presently in effect (3(e) to Form  10-Q  for
       the quarter ended September 30, 1998).

(g)       --    By-Laws of Entergy New Orleans as of  October  5,
       1998,  and as presently in effect (3(f) to Form  10-Q  for
       the quarter ended September 30, 1998).

(4)    Instruments   Defining   Rights   of   Security   Holders,
       Including Indentures

Entergy Corporation

(a)    1  --    See  (4)(b) through (4)(g) below for  instruments
       defining  the  rights  of holders  of  long-term  debt  of
       System  Energy,  Entergy Arkansas,  Entergy  Gulf  States,
       Entergy  Louisiana, Entergy Mississippi  and  Entergy  New
       Orleans.

(a)    2  --    Credit Agreement, dated as of September 13, 1996,
       among  Entergy  Corporation,  Entergy  Technology  Holding
       Company, the Banks (The Bank of New York, Bank of  America
       NT  &  SA,  The  Bank of Nova Scotia, Banque Nationale  de
       Paris  (Houston  Agency),  The  First  National  Bank   of
       Chicago,  The  Fuji Bank Ltd., Societe Generale  Southwest
       Agency, and CIBC Inc.) and The Bank of New York, as  Agent
       (the  "Entergy-ETHC Credit Agreement") (filed  as  Exhibit
       4(a)12  to Form 10-K for the year ended December 31,  1996
       in 1-11299).

(a)    3  --    Amendment No. 1, dated as of October 22, 1996  to
       Credit  Agreement Entergy-ETHC Credit Agreement (filed  as
       Exhibit  4(a)13  to Form 10-K for the year ended  December
       31, 1996 in 1-11299).

(a)    4  --   Guaranty and Acknowledgment Agreement, dated as of
       October  3,  1996, by Entergy Corporation to The  Bank  of
       New  York  of certain promissory notes issued by  ETHC  in
       connection  with acquisition of 280 Equity  Holdings,  Ltd
       (filed  as Exhibit 4(a)14 to Form 10-K for the year  ended
       December 31, 1996 in 1-11299).

(a)    5  --    Amendment,  dated  as of November  21,  1996,  to
       Guaranty   and   Acknowledgment   Agreement   by   Entergy
       Corporation to The Bank of New York of certain  promissory
       notes  issued  by ETHC in connection with  acquisition  of
       280  Equity Holdings, Ltd (filed as Exhibit 4(a)15 to Form
       10-K for the year ended December 31, 1996 in 1-11299).

(a)    6  --   Guaranty and Acknowledgment Agreement, dated as of
       November 21, 1996, by Entergy Corporation to The  Bank  of
       New  York  of certain promissory notes issued by  ETHC  in
       connection  with acquisition of Sentry (filed  as  Exhibit
       4(a)16  to Form 10-K for the year ended December 31,  1996
       in 1-11299).

(a)    7  --   Amended and Restated Credit Agreement, dated as of
       December  12,  1996,  among Entergy, the  Banks  (Bank  of
       America National Trust & Savings Association, The Bank  of
       New  York, The Chase Manhattan Bank, Citibank, N.A., Union
       Bank  of Switzerland, ABN Amro Bank N.V., The Bank of Nova
       Scotia,  Canadian Imperial Bank of Commerce, Mellon  Bank,
       N.A.,   First  National  Bank  of  Commerce  and   Whitney
       National  Bank)  and Citibank, N.A., as  Agent  (filed  as
       Exhibit  4(a)17  to Form 10-K for the year ended  December
       31, 1996 in 1-11299).

System Energy

(b)    1  --    Mortgage and Deed of Trust, dated as of June  15,
       1977,  as  amended  by twenty-one Supplemental  Indentures
       (A-1   in   70-5890  (Mortgage);  B  and  C  to  Rule   24
       Certificate  in 70-5890 (First); B to Rule 24  Certificate
       in  70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter
       ended  June  30,  1981,  in 1-3517  (Third);  A-1(e)-1  to
       Rule  24  Certificate in 70-6985 (Fourth); B  to  Rule  24
       Certificate  in 70-7021 (Fifth); B to Rule 24  Certificate
       in  70-7021  (Sixth);  A-3(b) to Rule  24  Certificate  in
       70-7026  (Seventh);  A-3(b)  to  Rule  24  Certificate  in
       70-7158  (Eighth);  B  to Rule 24 Certificate  in  70-7123
       (Ninth);  B-1  to Rule 24 Certificate in 70-7272  (Tenth);
       B-2  to Rule 24 Certificate in 70-7272 (Eleventh); B-3  to
       Rule  24 Certificate in 70-7272 (Twelfth); B-1 to Rule  24
       Certificate  in  70-7382  (Thirteenth);  B-2  to  Rule  24
       Certificate  in 70-7382 (Fourteenth); A-2(c)  to  Rule  24
       Certificate  in  70-7946 (Fifteenth); A-2(c)  to  Rule  24
       Certificate  in  70-7946 (Sixteenth); A-2(d)  to  Rule  24
       Certificate in 70-7946 (Seventeenth); A-2(e)  to  Rule  24
       Certificate dated May 4, 1993 in 70-7946 (Eighteenth);  A-
       2(g)  to Rule 24 Certificate dated May 6, 1994, in 70-7946
       (Nineteenth);  A-2(a)(1)  to  Rule  24  Certificate  dated
       August  8,  1996 in File No. 70-8511 (Twentieth);  and  A-
       2(a)(2)  to  Rule 24 Certificate dated August 8,  1996  in
       File No. 70-8511 (Twenty-first)).

(b)    2  --    Facility  Lease No. 1, dated as  of  December  1,
       1988,  between Meridian Trust Company and Stephen M. Carta
       (Steven  Kaba, successor), as Owner Trustees,  and  System
       Energy (B-2(c)(1) to Rule 24 Certificate dated January  9,
       1989 in 70-7561), as supplemented by Lease Supplement  No.
       1  dated  as  of  April 1, 1989 (B-22(b) (1)  to  Rule  24
       Certificate  dated  April 21, 1989 in 70-7561)  and  Lease
       Supplement  No. 2 dated as of January 1, 1994  (B-3(d)  to
       Rule 24 Certificate dated January 31, 1994 in 70-8215).

(b)    3  --   Facility Lease No. 2, dated as of December 1, 1988
       between  Meridian  Trust  Company  and  Stephen  M.  Carta
       (Steven  Kaba, successor), as Owner Trustees,  and  System
       Energy (B-2(c)(2) to Rule 24 Certificate dated January  9,
       1989 in 70-7561), as supplemented by Lease Supplement  No.
       1  dated  as  of  April 1, 1989 (B-22(b) (2)  to  Rule  24
       Certificate  dated  April 21, 1989 in 70-7561)  and  Lease
       Supplement No. 2 dated as of January 1, 1994 (B-4(d)  Rule
       24 Certificate dated January 31, 1994 in 70-8215).

(b)    4  --    Indenture (for Unsecured Debt Securities),  dated
       as  of September 1, 1995, between System Energy Resources,
       Inc.,  and  Chemical Bank (B-10(a) to Rule 24  Certificate
       in 70-8511).

Entergy Arkansas

(c)    1  --         Mortgage  and  Deed of Trust,  dated  as  of
       October  1,  1944, as amended by fifty-fourth Supplemental
       Indentures  (7(d)  in 2-5463 (Mortgage);  7(b)  in  2-7121
       (First);  7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third);
       7(a)-4  in  2-8482  (Fourth); 7(a)-5  in  2-9149  (Fifth);
       4(a)-6  in  2-9789  (Sixth); 4(a)-7 in 2-10261  (Seventh);
       4(a)-8  in  2-11043 (Eighth); 2(b)-9 in  2-11468  (Ninth);
       2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D  in
       70-4099  (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c)  in
       2-24414  (Fourteenth); 2(c) in 2-25913  (Fifteenth);  2(c)
       in  2-28869  (Sixteenth); 2(d) in  2-28869  (Seventeenth);
       2(c)    in   2-35107   (Eighteenth);   2(d)   in   2-36646
       (Nineteenth);  2(c)  in  2-39253  (Twentieth);   2(c)   in
       2-41080  (Twenty-first); C-1 to  Rule  24  Certificate  in
       70-5151  (Twenty-second); C-1 to Rule  24  Certificate  in
       70-5257  (Twenty-third);  C  to  Rule  24  Certificate  in
       70-5343  (Twenty-fourth); C-1 to Rule  24  Certificate  in
       70-5404  (Twenty-fifth);  C  to  Rule  24  Certificate  in
       70-5502  (Twenty-sixth); C-1 to  Rule  24  Certificate  in
       70-5556  (Twenty-seventh); C-1 to Rule 24  Certificate  in
       70-5693  (Twenty-eighth); C-1 to Rule  24  Certificate  in
       70-6078  (Twenty-ninth); C-1 to  Rule  24  Certificate  in
       70-6174  (Thirtieth);  C-1  to  Rule  24  Certificate   in
       70-6246  (Thirty-first); C-1 to  Rule  24  Certificate  in
       70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate  in
       70-6326  (Thirty-third); C-1 to  Rule  24  Certificate  in
       70-6607  (Thirty-fourth); C-1 to Rule  24  Certificate  in
       70-6650 (Thirty-fifth); C-1 to Rule 24 Certificate,  dated
       December  1,  1982,  in  70-6774  (Thirty-sixth);  C-1  to
       Rule  24  Certificate, dated February 17, 1983, in 70-6774
       (Thirty-seventh);  A-2(a) to Rule  24  Certificate,  dated
       December  5, 1984, in 70-6858 (Thirty-eighth);  A-3(a)  to
       Rule  24  Certificate  in 70-7127 (Thirty-ninth);  A-7  to
       Rule  24  Certificate  in 70-7068  (Fortieth);  A-8(b)  to
       Rule   24  Certificate  dated  July  6,  1989  in  70-7346
       (Forty-first);  A-8(c)  to  Rule  24  Certificate,   dated
       February  1,  1990 in 70-7346 (Forty-second);  4  to  Form
       10-Q  for the quarter ended September 30, 1990 in  1-10764
       (Forty-third);  A-2(a)  to  Rule  24  Certificate,   dated
       November  30, 1990, in 70-7802 (Forty-fourth);  A-2(b)  to
       Rule  24  Certificate, dated January 24, 1991, in  70-7802
       (Forty-fifth); 4(d)(2) in 33-54298 (Forty-sixth);  4(c)(2)
       to  Form 10-K for the year ended December 31, 1992  in  1-
       10764  (Forty-seventh); 4(b) to Form 10-Q for the  quarter
       ended  June  30, 1993 in 1-10764 (Forty-eighth);  4(c)  to
       Form  10-Q for the quarter ended June 30, 1993 in  1-10764
       (Forty-ninth);  4(b) to Form 10-Q for  the  quarter  ended
       September 30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-
       Q  for  the  quarter ended September 30, 1993  in  1-10764
       (Fifty-first);  4(a) to Form 10-Q for  the  quarter  ended
       June  30,  1994 (Fifty-second); C-2 to Form  U5S  for  the
       year ended December 31, 1995 (Fifty-third); and C-2(a)  to
       Form  U5S  for  the year ended December 31,  1996  (Fifty-
       fourth)).

(c)    2  --         Indenture  for Unsecured  Subordinated  Debt
       Securities  relating to Trust Securities  between  Entergy
       Arkansas  and Bank of New York (as Trustee), dated  as  of
       August  1,  1996  (filed  as Exhibit  A-1(a)  to  Rule  24
       Certificate dated August 26, 1996 in File No. 70-8723).

(c)    3  --         Amended  and  Restated  Trust  Agreement  of
       Entergy  Arkansas Capital I, dated as of August  14,  1996
       (filed  as  Exhibit  A-3(a) to Rule 24  Certificate  dated
       August 26, 1996 in File No. 70-8723).

(c)    4  --         Guarantee Agreement between Entergy Arkansas
       (as  Guarantor)  and  The Bank of New York  (as  Trustee),
       dated  as  of  August  14, 1996, with respect  to  Entergy
       Arkansas  Capital I's obligations on its 8 1/2% Cumulative
       Quarterly Income Preferred Securities, Series A (filed  as
       Exhibit  A-4(a)  to Rule 24 Certificate dated  August  26,
       1996 in File No. 70-8723).

Entergy Gulf States

(d)    1  --   Indenture of Mortgage, dated September 1, 1926, as
       amended  by  certain Supplemental Indentures  (B-a-I-1  in
       Registration  No. 2-2449 (Mortgage); 7-A-9 in Registration
       No.  2-6893  (Seventh); B to Form 8-K dated  September  1,
       1959  (Eighteenth); B to Form 8-K dated February  1,  1966
       (Twenty-second);  B  to  Form  8-K  dated  March  1,  1967
       (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-
       fourth);  B  to  Form 8-K dated November 1, 1968  (Twenty-
       fifth);  B to Form 8-K dated April 1, 1969 (Twenty-sixth);
       2-A-8 in Registration No. 2-66612 (Thirty-eighth); 4-2  to
       Form  10-K for the year ended December 31, 1984 in  1-2703
       (Forty-eighth);  4-2  to  Form 10-K  for  the  year  ended
       December 31, 1988 in 1-2703 (Fifty-second); 4 to Form  10-
       K  for  the year ended December 31, 1991 in 1-2703 (Fifty-
       third);  4  to  Form  8-K dated July 29,  1992  in  1-2703
       (Fifth-fourth);  4 to Form 10-K dated  December  31,  1992
       in  1-2703  (Fifty-fifth); 4 to Form 10-Q for the  quarter
       ended  March 31, 1993 in 1-2703 (Fifty-sixth); and 4-2  to
       Amendment  No.  9  to  Registration  No.  2-76551  (Fifty-
       seventh)).

(d)    2   --     Indenture,  dated  March  21,  1939,  accepting
       resignation of The Chase National Bank of the City of  New
       York  as  trustee and appointing Central Hanover Bank  and
       Trust   Company   as   successor   trustee   (B-a-1-6   in
       Registration No. 2-4076).

(d)    3  --    Trust Indenture for 9.72% Debentures due July  1,
       1998 (4 in Registration No. 33-40113).

(d)    4   --     Indenture   for  Unsecured  Subordinated   Debt
       Securities  relating  to  Trust Securities,  dated  as  of
       January  15,  1997 (filed as Exhibit A-11(a)  to  Rule  24
       Certificate dated February 6, 1997 in File No. 70-8721).

(d)    5  --    Amended and Restated Trust Agreement  of  Entergy
       Gulf  States Capital I dated January 28, 1997 of Series  A
       Preferred Securities (filed as Exhibit A-13(a) to Rule  24
       Certificate dated February 6, 1997 in File No. 70-8721).

(d)    6  --    Guarantee Agreement between Entergy Gulf  States,
       Inc.  (as Guarantor) and The Bank of New York (as Trustee)
       dated as of January 28, 1997 with respect to Entergy  Gulf
       States  Capital  I's  obligation on its  8.75%  Cumulative
       Quarterly Income Preferred Securities, Series A (filed  as
       Exhibit  A-14(a) to Rule 24 Certificate dated February  6,
       1997 in File No. 70-8721).

Entergy Louisiana

(e)    1  --    Mortgage and Deed of Trust, dated as of April  1,
       1944,  as  amended  by  fifty-two Supplemental  Indentures
       (7(d)  in 2-5317 (Mortgage); 7(b) in 2-7408 (First);  7(c)
       in  2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4  in
       2-12264  (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862
       (Sixth);  2(b)-7  in 2-22340 (Seventh);  2(c)  in  2-24429
       (Eighth);  4(c)-9 in 2-25801 (Ninth); 4(c)-10  in  2-26911
       (Tenth);  2(c)  in  2-28123 (Eleventh);  2(c)  in  2-34659
       (Twelfth);   C   to   Rule  24  Certificate   in   70-4793
       (Thirteenth);  2(b)-2 in 2-38378 (Fourteenth);  2(b)-2  in
       2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth);  C  to
       Rule  24  Certificate  in  70-5242  (Seventeenth);  C   to
       Rule  24  Certificate  in  70-5330  (Eighteenth);  C-1  to
       Rule  24  Certificate  in  70-5449  (Nineteenth);  C-1  to
       Rule  24  Certificate  in 70-5550 (Twentieth);  A-6(a)  to
       Rule  24  Certificate  in 70-5598 (Twenty-first);  C-1  to
       Rule  24  Certificate in 70-5711 (Twenty-second);  C-1  to
       Rule  24  Certificate  in 70-5919 (Twenty-third);  C-1  to
       Rule  24  Certificate in 70-6102 (Twenty-fourth);  C-1  to
       Rule  24  Certificate  in 70-6169 (Twenty-fifth);  C-1  to
       Rule  24  Certificate  in 70-6278 (Twenty-sixth);  C-1  to
       Rule  24 Certificate in 70-6355 (Twenty-seventh);  C-1  to
       Rule  24  Certificate in 70-6508 (Twenty-eighth);  C-1  to
       Rule  24  Certificate  in 70-6556 (Twenty-ninth);  C-1  to
       Rule  24  Certificate  in  70-6635  (Thirtieth);  C-1   to
       Rule  24  Certificate  in 70-6834 (Thirty-first);  C-1  to
       Rule  24  Certificate in 70-6886 (Thirty-second);  C-1  to
       Rule  24  Certificate  in 70-6993 (Thirty-third);  C-2  to
       Rule  24  Certificate in 70-6993 (Thirty-fourth);  C-3  to
       Rule  24 Certificate in 70-6993 (Thirty-fifth); A-2(a)  to
       Rule  24 Certificate in 70-7166 (Thirty-sixth); A-2(a)  in
       70-7226  (Thirty-seventh); C-1 to Rule 24  Certificate  in
       70-7270  (Thirty-eighth);  4(a)  to  Quarterly  Report  on
       Form  10-Q for the quarter ended June 30, 1988, in  1-8474
       (Thirty-ninth); A-2(b) to Rule 24 Certificate  in  70-7553
       (Fortieth);  A-2(d)  to  Rule 24  Certificate  in  70-7553
       (Forty-first);  A-3(a) to Rule 24 Certificate  in  70-7822
       (Forty-second); A-3(b) to Rule 24 Certificate  in  70-7822
       (Forty-third);  A-2(b)  to Rule  24  Certificate  in  File
       No.  70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate
       in  70-7822  (Forty-fifth); A-2(c) to Rule 24  Certificate
       dated  April 7, 1993 in 70-7822 (Forty-sixth);  A-3(d)  to
       Rule  24 Certificate dated June 4, 1993 in 70-7822 (Forth-
       seventh);  A-3(e)  to Rule 24 Certificate  dated  December
       21,  1993  in 70-7822 (Forty-eighth); A-3(f)  to  Rule  24
       Certificate  dated  August  1,  1994  in  70-7822  (Forty-
       ninth); A-4(c) to Rule 24 Certificate dated September  28,
       1994  in 70-7653 (Fiftieth); A-2(a) to Rule 24 Certificate
       dated  April  4,  1996 in File No. 70-8487  (Fifty-first);
       and  A-2(a) to Rule 24 Certificate dated April 3, 1998  in
       File No. 70-9141 (Fifty-second).

(e)    2  --    Facility  Lease No. 1, dated as of  September  1,
       1989,  between First National Bank of Commerce,  as  Owner
       Trustee,  and  Entergy Louisiana (4(c)-1  in  Registration
       No. 33-30660).

(e)    3  --    Facility  Lease No. 2, dated as of  September  1,
       1989,  between First National Bank of Commerce,  as  Owner
       Trustee,  and  Entergy Louisiana (4(c)-2  in  Registration
       No. 33-30660).

(e)    4  --    Facility  Lease No. 3, dated as of  September  1,
       1989,  between First National Bank of Commerce,  as  Owner
       Trustee,  and  Entergy Louisiana (4(c)-3  in  Registration
       No. 33-30660).

(e)    5   --     Indenture   for  Unsecured  Subordinated   Debt
       Securities relating to Trust Securities, dated as of  July
       1,  1996  (filed as Exhibit A-14(a) to Rule 24 Certificate
       dated July 25, 1996 in File No. 70-8487).

(e)    6  --    Amended and Restated Trust Agreement  of  Entergy
       Louisiana  Capital  I  dated July 16,  1996  of  Series  A
       Preferred Securities (filed as Exhibit A-16(a) to Rule  24
       Certificate dated July 25, 1996 in File No. 70-8487).

(e)    7  --    Guarantee  Agreement between  Entergy  Louisiana,
       Inc.  (as Guarantor) and The Bank of New York (as Trustee)
       dated  as  of  July  16,  1996  with  respect  to  Entergy
       Louisiana  Capital  I's obligation on  its  9%  Cumulative
       Quarterly Income Preferred Securities, Series A (filed  as
       Exhibit  A-19(a)  to Rule 24 Certificate  dated  July  25,
       1996 in File No. 70-8487).

Entergy Mississippi

(f)    1  --    Mortgage and Deed of Trust, dated as of September
       1,   1944,   as   amended   by  twenty-five   Supplemental
       Indentures  (7(d)  in 2-5437 (Mortgage);  7(b)  in  2-7051
       (First);  7(c) in 2-7763 (Second); 7(d) in 2-8484 (Third);
       4(b)-4  in  2-10059 (Fourth); 2(b)-5 in  2-13942  (Fifth);
       A-11  to  Form U-1 in 70-4116 (Sixth); 2(b)-7  in  2-23084
       (Seventh);  4(c)-9  in  2-24234  (Eighth);  2(b)-9(a)   in
       2-25502  (Ninth); A-11(a) to Form U-1 in 70-4803  (Tenth);
       A-12(a)  to  Form  U-1 in 70-4892 (Eleventh);  A-13(a)  to
       Form  U-1  in  70-5165 (Twelfth); A-14(a) to Form  U-1  in
       70-5286  (Thirteenth);  A-15(a) to  Form  U-1  in  70-5371
       (Fourteenth); A-16(a) to Form U-1 in 70-5417  (Fifteenth);
       A-17  to  Form  U-1  in  70-5484 (Sixteenth);  2(a)-19  in
       2-54234  (Seventeenth);  C-1 to  Rule  24  Certificate  in
       70-6619  (Eighteenth); A-2(c) to Rule  24  Certificate  in
       70-6672  (Nineteenth); A-2(d) to Rule  24  Certificate  in
       70-6672  (Twentieth);  C-1(a) to Rule  24  Certificate  in
       70-6816  (Twenty-first); C-1(a) to Rule 24 Certificate  in
       70-7020 (Twenty-second); C-1(b) to Rule 24 Certificate  in
       70-7020  (Twenty-third); C-1(a) to Rule 24 Certificate  in
       70-7230   (Twenty-fourth);   and   A-2(a)   to   Rule   24
       Certificate in 70-7419 (Twenty-fifth)).

(f)    2   --     Mortgage  and  Deed  of  Trust,  dated  as   of
       February  1,  1988,  as  amended  by  twelve  Supplemental
       Indentures  (A-2(a)-2  to Rule 24 Certificate  in  70-7461
       (Mortgage);  A-2(b)-2  in  70-7461  (First);   A-5(b)   to
       Rule  24  Certificate  in  70-7419  (Second);  A-4(b)   to
       Rule  24 Certificate in 70-7554 (Third); A-1(b)-1 to  Rule
       24  Certificate  in 70-7737 (Fourth); A-2(b)  to  Rule  24
       Certificate  dated November 24, 1992 in  70-7914  (Fifth);
       A-2(e)  to Rule 24 Certificate dated January 22,  1993  in
       70-7914  (Sixth); A-2(g) to Form U-1 in 70-7914 (Seventh);
       A-2(i)  to Rule 24 Certificate dated November 10, 1993  in
       70-7914  (Eighth);  A-2(j) to Rule  24  Certificate  dated
       July  22,  1994  in 70-7914 (Ninth); (A-2(l)  to  Rule  24
       Certificate dated April 21, 1995 in File 70-7914  (Tenth);
       A-2(a) to Rule 24 Certificate dated June 27, 1997 in  File
       70-8719  (Eleventh);  and A-2(b) to  Rule  24  Certificate
       dated April 16, 1998 in File 70-8719 (Twelfth)).

Entergy New Orleans

(g)    1  --    Mortgage and Deed of Trust, dated as  of  May  1,
       1987,  as amended by seven Supplemental Indentures (A-2(c)
       to  Rule  24 Certificate in 70-7350 (Mortgage); A-5(b)  to
       Rule 24 Certificate in 70-7350 (First); A-4(b) to Rule  24
       Certificate  in 70-7448 (Second); 4(f)4 to Form  10-K  for
       the  year ended December 31, 1992 in 0-5807 (Third);  4(a)
       to  Form 10-Q for the quarter ended September 30, 1993  in
       0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995  in
       File No. 0-5807 (Fifth); 4(a) to Form 8-K dated March  22,
       1996  in  File No. 0-5807 (Sixth); and 4(b) to  Form  10-Q
       for the quarter ended June 30, 1998 in 0-5807 (Seventh)).

 (10)  Material Contracts

Entergy Corporation

(a)    1  --    Agreement,  dated April 23, 1982,  among  certain
       System   companies,  relating  to  System   Planning   and
       Development  and  Intra-System  Transactions  (10(a)1   to
       Form  10-K  for  the  year ended  December  31,  1982,  in
       1-3517).

(a)    2  --    Middle  South Utilities (now Entergy Corporation)
       System  Agency Agreement, dated December 11, 1970  (5(a)-2
       in 2-41080).

(a)    3  --    Amendment,  dated February 10,  1971,  to  Middle
       South    Utilities   System   Agency   Agreement,    dated
       December 11, 1970 (5(a)-4 in 2-41080).

(a)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a)-4 in 2-41080).

(a)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(a)    6  --   Service Agreement with Entergy Services, dated  as
       of April 1, 1963 (5(a)-5 in 2-41080).

(a)    7  --    Amendment,  dated January  1,  1972,  to  Service
       Agreement with Entergy Services (5(a)-6 in 2-43175).

(a)    8  --    Amendment,  dated  April  27,  1984,  to  Service
       Agreement with Entergy Services (10(a)-7 to Form 10-K  for
       the year ended December 31, 1984, in 1-3517).

(a)    9  --    Amendment,  dated  August  1,  1988,  to  Service
       Agreement with Entergy Services (10(a)-8 to Form 10-K  for
       the year ended December 31, 1988, in 1-3517).

(a)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(a)-9 to Form 10-K  for
       the year ended December 31, 1990, in 1-3517).

(a)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  for  the  year
       ended December 31, 1994 in 1-3517).

(a)    12--    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--    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)    18--    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)    19--    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)    20--      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)    21--    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)    22--    Thirtieth  Assignment of  Availability  Agreement,
       Consent  and Agreement, dated as of August 1, 1996,  among
       System   Energy,  Entergy  Arkansas,  Entergy   Louisiana,
       Entergy  Mississippi and Entergy New Orleans,  and  United
       States  Trust Company of New York and Gerard F. Ganey,  as
       Trustees  (filed as Exhibit B-2(a) to Rule 24  Certificate
       dated August 8, 1996 in File No. 70-8511).

(a)    23--    Thirty-first Assignment of Availability Agreement,
       Consent  and Agreement, dated as of August 1, 1996,  among
       System   Energy,  Entergy  Arkansas,  Entergy   Louisiana,
       Entergy  Mississippi, and Entergy New Orleans, and  United
       States  Trust Company of New York and Gerard F. Ganey,  as
       Trustees  (filed as Exhibit B-2(b) to Rule 24  Certificate
       dated August 8, 1996 in File No. 70-8511).

(a)    24--      Thirty-second   Assignment    of    Availability
       Agreement,  Consent and Agreement, dated  as  of  December
       27,  1996, among System Energy, Entergy Arkansas,  Entergy
       Louisiana,  Entergy Mississippi, and Entergy New  Orleans,
       and  The Chase Manhattan Bank (filed as Exhibit B-2(a)  to
       Rule 24 Certificate dated January 13, 1997 in File No. 70-
       7561).

(a)    25--    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)    26--    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)    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-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)    32--    Thirtieth  Supplementary Capital  Funds  Agreement
       and  Assignment, dated as of August 1, 1996, among Entergy
       Corporation,   System  Energy  and  United  States   Trust
       Company  of  New  York and Gerard F.  Ganey,  as  Trustees
       (filed  as  Exhibit  B-3(a) to Rule 24  Certificate  dated
       August 8, 1996 in File No. 70-8511).

(a)    33--    Thirty-first Supplementary Capital Funds Agreement
       and  Assignment, dated as of August 1, 1996, among Entergy
       Corporation,   System  Energy  and  United  States   Trust
       Company  of  New  York and Gerard F.  Ganey,  as  Trustees
       (filed  as  Exhibit  B-3(b) to Rule 24  Certificate  dated
       August 8, 1996 in File No. 70-8511).

(a)    34--      Thirty-second   Supplementary   Capital    Funds
       Agreement  and Assignment, dated as of December 27,  1996,
       among  Entergy  Corporation, System Energy and  The  Chase
       Manhattan  Bank  (filed  as  Exhibit  B-1(a)  to  Rule  24
       Certificate dated January 13, 1997 in File No. 70-7561).

(a)    35--    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)    36--    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)    37--    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)    38--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(a)    39--     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)    40--    Operating  Agreement dated  as  of  May  1,  1980,
       between System Energy and SMEPA (B(2)(a) in 70-6337).

(a)    41--     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)    42--     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)    43--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among Entergy Mississippi, System Energy and  SMEPA
       (B(3)(a) in 70-6337).

(a)    44--    Grand  Gulf  Unit  No. 2 Supplementary  Agreement,
       dated  as  of February 7, 1986, between System Energy  and
       SMEPA (10(aaa) in 33-4033).

(a)    45--   Compromise and Settlement Agreement, dated June  4,
       1982,  between  Texaco, Inc. and Entergy Louisiana  (28(a)
       to Form 8-K, dated June 4, 1982, in 1-3517).

+(a)   46--   Post-Retirement Plan (10(a)37 to Form 10-K for  the
       year ended December 31, 1983, in 1-3517).

(a)    47--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy  Mississippi and Entergy  New  Orleans
       (10(a)-39  to  Form 10-K for the year ended  December  31,
       1982, in 1-3517).

(a)    48--    First  Amendment  to Unit Power  Sales  Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy  Mississippi
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984, in 1-3517).

(a)    49--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(a)    50--     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)    51--    First  Amendment, dated January 1,  1990,  to  the
       Middle  South  Utilities  Inc.  and  Subsidiary  Companies
       Intercompany  Income  Tax  Allocation  Agreement  (D-2  to
       Form U5S for the year ended December 31, 1989).

(a)    52--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(a)    53--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(a)    54--    Fourth  Amendment dated April 1, 1997  to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-5 to Form U5S  for  the  year
       ended December 31, 1996).

(a)    55--   Guaranty Agreement between Entergy Corporation  and
       Entergy  Arkansas, dated as of September 20, 1990  (B-1(a)
       to  Rule  24  Certificate, dated September  27,  1990,  in
       70-7757).

(a)    56--    Guarantee  Agreement between  Entergy  Corporation
       and  Entergy  Louisiana, dated as of  September  20,  1990
       (B-2(a) to Rule 24 Certificate, dated September 27,  1990,
       in 70-7757).

(a)    57--    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)    58--    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)    59--    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)    60--    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)   61--    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)   62--    Entergy Corporation Annual Incentive  Plan  (10(a)
       54  to Form 10-K for the year ended December 31, 1989,  in
       1-3517).

+(a)   63--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries  (A-4(a)  to Rule 24 Certificate,  dated  May
       24, 1991, in 70-7831).

+(a)   64--    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)   65--    1998  Equity Ownership Plan of Entergy Corporation
       and  Subsidiaries  (Filed with the Proxy  Statement  dated
       March 30, 1998).

+(a)   66--    Retired Outside Director Benefit Plan (10(a)63  to
       Form  10-K  for  the  year ended  December  31,  1991,  in
       1-3517).

+(a)   67--   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)   68--   Supplemental Retirement Plan (10(a) 69 to Form  10-
       K for the year ended December 31, 1992 in 1-3517).

+(a)   69--    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)   70--    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)   71--    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)   72--     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)    73--     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)   74--    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)   75--    System Executive Retirement Plan (10(a) 82 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

*+(a)  76--Edwin A. Lupberger's Confidential Settlement Agreement
       and Receipt and Release.

*+(a)  77--Jerry L. Maulden's Retirement Letter Agreement.

*+(a)  78--Letter of Intent  regarding the  Employment  of  Wayne
       Leonard.

System Energy

(b)    1 through
(b)    13--   See 10(a)-12 through 10(a)-24 above.

(b)    14 through
(b)    26--   See 10(a)-25 through 10(a)-37 above.

(b)    27--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(b)    28--     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)    29--    Operating  Agreement, dated as  of  May  1,  1980,
       between System Energy and SMEPA (B(2)(a) in 70-6337).

(b)    30--     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)    31--    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)    32--    Loan  Agreement,  dated as of  October  15,  1998,
       between  System  Energy and Mississippi  Business  Finance
       Corporation (B-6(b) to Rule 24 Certificate in 70-8511).

(b)    33--    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)    34-     Amended  and  Restated Installment Sale Agreement, 
       dated  as  of February 15, 1996, between System Energy and 
       Claiborne  County, Mississippi (filed as Exhibit B-6(a) to 
       Rule  24  Certificate  dated  March  4,  1996  in File No. 
       70-8511).

(b)    35--    Facility  Lease No. 1, dated  as  of  December  1,
       1988,  between Meridian Trust Company and Stephen M. Carta
       (Stephen  J.  Kaba,  successor), as  Owner  Trustees,  and
       System  Energy  (B-2(c)(1) to Rule  24  Certificate  dated
       January  9,  1989  in 70-7561), as supplemented  by  Lease
       Supplement  No. 1 dated as of April 1, 1989  (B-22(b)  (1)
       to  Rule  24 Certificate dated April 21, 1989 in  70-7561)
       and Lease Supplement No. 2 dated as of January 1, 1994 (B-
       3(d) to Rule 24 Certificate dated January 31, 1994 in  70-
       8215).

(b)    36--    Facility Lease No. 2, dated as of December 1, 1988
       between  Meridian  Trust  Company  and  Stephen  M.  Carta
       (Stephen  J.  Kaba,  successor), as  Owner  Trustees,  and
       System  Energy  (B-2(c)(2) to Rule  24  Certificate  dated
       January  9,  1989  in 70-7561), as supplemented  by  Lease
       Supplement  No. 1 dated as of April 1, 1989  (B-22(b)  (2)
       to  Rule  24 Certificate dated April 21, 1989 in  70-7561)
       and Lease Supplement No. 2 dated as of January 1, 1994 (B-
       4(d)  Rule  24 Certificate dated January 31, 1994  in  70-
       8215).

(b)    37--     Assignment,  Assumption  and  Further   Agreement
       No.  1, dated as of December 1, 1988, among System Energy,
       Meridian  Trust  Company and Stephen M. Carta,  and  SMEPA
       (B-7(c)(1) to Rule 24 Certificate, dated January 9,  1989,
       in 70-7561).

(b)    38--     Assignment,  Assumption  and  Further   Agreement
       No.  2, dated as of December 1, 1988, among System Energy,
       Meridian  Trust  Company and Stephen M. Carta,  and  SMEPA
       (B-7(c)(2) to Rule 24 Certificate, dated January 9,  1989,
       in 70-7561).

(b)    39--   Collateral Trust Indenture, dated as of January  1,
       1994,  among  System Energy, GG1B Funding Corporation  and
       Bankers  Trust  Company, as Trustee  (A-3(e)  to  Rule  24
       Certificate  dated  January  31,  1994,  in  70-8215),  as
       supplemented  by  Supplemental  Indenture  No.   1   dated
       January  1,  1994,  (A-3(f) to Rule 24  Certificate  dated
       January 31, 1994, in 70-8215).

(b)    40--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among Entergy Mississippi, System Energy and  SMEPA
       (B(3)(a) in 70-6337).

(b)    41--    Grand  Gulf  Unit  No. 2 Supplementary  Agreement,
       dated  as  of February 7, 1986, between System Energy  and
       SMEPA (10(aaa) in 33-4033).

(b)    42--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy  Mississippi and Entergy  New  Orleans
       (10(a)-39  to  Form 10-K for the year ended  December  31,
       1982, in 1-3517).

(b)    43--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy  Mississippi
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984, in 1-3517).

(b)    44--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(b)    45--    Fuel Lease, dated as of February 24, 1989, between
       River  Fuel  Funding Company #3, Inc.  and  System  Energy
       (B-1(b)  to Rule 24 Certificate, dated March 3,  1989,  in
       70-7604).

(b)    46--    System Energy's Consent, dated January  31,  1995,
       pursuant  to  Fuel Lease, dated as of February  24,  1989,
       between  River  Fuel Funding Company #3, Inc.  and  System
       Energy (B-1(c) to Rule 24 Certificate, dated February  13,
       1995 in 70-7604).

(b)    47--    Sales  Agreement,  dated  as  of  June  21,  1974,
       between  System  Energy  and  Entergy  Mississippi  (D  to
       Rule 24 Certificate, dated June 26, 1974, in 70-5399).

(b)    48--    Service  Agreement, dated as  of  June  21,  1974,
       between  System  Energy  and  Entergy  Mississippi  (E  to
       Rule 24 Certificate, dated June 26, 1974, in 70-5399).

(b)    49--     Partial  Termination  Agreement,  dated   as   of
       December  1,  1986,  between  System  Energy  and  Entergy
       Mississippi (A-2 to Rule 24 Certificate, dated January  8,
       1987, in 70-5399).

(b)    50--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(b)    51--    First  Amendment, dated January  1,  1990  to  the
       Middle  South  Utilities  Inc.  and  Subsidiary  Companies
       Intercompany  Income  Tax  Allocation  Agreement  (D-2  to
       Form U5S for the year ended December 31, 1989).

(b)    52--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(b)    53--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(b)    54--    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)    55--    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)    56--    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)    57--   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)    58--    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)   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).

(b)    60--     Amended  and  Restated  Reimbursement  Agreement,
       dated  as  of December 1, 1988 as amended and restated  as
       of  December  27,  1996,  among System  Energy  Resources,
       Inc., The Bank of Tokyo-Mitsubishi, Ltd., as Funding  Bank
       and  The Chase Manhattan Bank (as successor by merger with
       Chemical  Bank),  as administrating bank,  Union  Bank  of
       California,  N.A., as documentation agent, and  the  Banks
       named therein, as Participating  Banks (B-3(a) to Rule  24
       Certificate dated January 13, 1997 in 70-7561).

+(b)   61--     Edwin   A.  Lupberger's  Confidential  Settlement
       Agreement  and Receipt and Release (10(a)76 to  Form  10-K
       for the year ended December 31, 1998 in 1-11299).

*+(b)  62--Letter to John Wilder offering Employment.

+(b)   63--    1998  Equity Ownership Plan of Entergy Corporation
       and  Subsidiaries  (Filed with the Proxy  Statement  dated
       March 30, 1998).

Entergy Arkansas

(c)    1  --    Agreement,  dated April 23, 1982,  among  Entergy
       Arkansas  and certain other System companies, relating  to
       System   Planning   and   Development   and   Intra-System
       Transactions  (10(a) 1 to Form 10-K  for  the  year  ended
       December 31, 1982, in 1-3517).

(c)    2  --    Middle  South Utilities System Agency  Agreement,
       dated December 11, 1970 (5(a)2 in 2-41080).

(c)    3  --    Amendment,  dated February 10,  1971,  to  Middle
       South  Utilities System Agency Agreement,  dated  December
       11, 1970 (5(a)-4 in 2-41080).

(c)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a) 4 in 2-41080).

(c)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(c)    6  --   Service Agreement with Entergy Services, dated  as
       of April 1, 1963 (5(a)-5 in 2-41080).

(c)    7  --    Amendment,  dated January  1,  1972,  to  Service
       Agreement with Entergy Services (5(a)- 6 in 2-43175).

(c)    8  --    Amendment,  dated  April  27,  1984,  to  Service
       Agreement,  with Entergy Services (10(a)- 7 to  Form  10-K
       for the year ended December 31, 1984, in 1-3517).

(c)    9  --    Amendment,  dated  August  1,  1988,  to  Service
       Agreement  with Entergy Services (10(c)- 8  to  Form  10-K
       for the year ended December 31, 1988, in 1-10764).

(c)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(c)-9 to Form 10-K  for
       the year ended December 31, 1990, in 1-10764).

(c)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  to  Form  10-K
       for the year ended December 31, 1994 in 1-3517).

(c)    12 through
(c)    24--   See 10(a)-12 through 10(a)-24 above.

(c)    25--    Agreement, dated August 20, 1954, between  Entergy
       Arkansas  and the United States of America (SPA)(13(h)  in
       2-11467).

(c)    26--    Amendment,  dated April 19, 1955,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-2 in 2-41080).

(c)    27--    Amendment, dated January 3, 1964,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-3 in 2-41080).

(c)    28--    Amendment, dated September 5, 1968, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-4 in 2-41080).

(c)    29--    Amendment, dated November 19, 1970, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-5 in 2-41080).

(c)    30--    Amendment,  dated July 18,  1961,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-6 in 2-41080).

(c)    31--    Amendment, dated December 27, 1961, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-7 in 2-41080).

(c)    32--    Amendment, dated January 25, 1968, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-8 in 2-41080).

(c)    33--    Amendment, dated October 14, 1971, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-9 in 2-43175).

(c)    34--    Amendment, dated January 10, 1977, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-10 in 2-60233).

(c)    35--    Agreement,  dated  May 14, 1971,  between  Entergy
       Arkansas  and the United States of America (SPA) (5(e)  in
       2-41080).

(c)    36--    Amendment, dated January 10, 1977, to  the  United
       States  of  America  (SPA) Contract, dated  May  14,  1971
       (5(e)-1 in 2-60233).

(c)    37--     Contract,  dated  May  28,  1943,  Amendment   to
       Contract,   dated  July  21,  1949,  and   Supplement   to
       Amendment  to  Contract, dated December 30, 1949,  between
       Entergy   Arkansas  and  McKamie  Gas  Cleaning   Company;
       Agreements,  dated  as  of  September  30,  1965,  between
       Entergy  Arkansas and former stockholders of  McKamie  Gas
       Cleaning  Company; and Letter Agreement,  dated  June  22,
       1966,  by  Humble  Oil  &  Refining  Company  accepted  by
       Entergy Arkansas on June 24, 1966 (5(k)-7 in 2-41080).

(c)    38--    Agreement,  dated April 3, 1972,  between  Entergy
       Services   and  Gulf  United  Nuclear  Fuels   Corporation
       (5(l)-3 in 2-46152).

(c)    39--    Fuel Lease, dated as of December 22, 1988, between
       River  Fuel Trust #1 and Entergy Arkansas (B-1(b) to  Rule
       24 Certificate in 70-7571).

(c)    40--    White  Bluff Operating Agreement, dated  June  27,
       1977,   among  Entergy  Arkansas  and  Arkansas   Electric
       Cooperative Corporation and City Water and Light Plant  of
       the  City  of  Jonesboro,  Arkansas  (B-2(a)  to  Rule  24
       Certificate, dated June 30, 1977, in 70-6009).

(c)    41--    White  Bluff Ownership Agreement, dated  June  27,
       1977,   among  Entergy  Arkansas  and  Arkansas   Electric
       Cooperative Corporation and City Water and Light Plant  of
       the  City  of  Jonesboro,  Arkansas  (B-1(a)  to  Rule  24
       Certificate, dated June 30, 1977, in 70-6009).

(c)    42--    Agreement,  dated June 29, 1979,  between  Entergy
       Arkansas   and  City  of  Conway,  Arkansas   (5(r)-3   in
       2-66235).

(c)    43--    Transmission  Agreement,  dated  August  2,  1977,
       between  Entergy Arkansas and City Water and  Light  Plant
       of the City of Jonesboro, Arkansas (5(r)-3 in 2-60233).

(c)    44--    Power  Coordination, Interchange and  Transmission
       Service  Agreement,  dated as of June  27,  1977,  between
       Arkansas  Electric  Cooperative  Corporation  and  Entergy
       Arkansas (5(r)-4 in 2-60233).

(c)    45--     Independence  Steam  Electric  Station  Operating
       Agreement,  dated  July 31, 1979, among  Entergy  Arkansas
       and  Arkansas  Electric Cooperative Corporation  and  City
       Water  and Light Plant of the City of Jonesboro,  Arkansas
       and City of Conway, Arkansas (5(r)-6 in 2-66235).

(c)    46--     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)    47--     Independence  Steam  Electric  Station  Ownership
       Agreement,  dated  July 31, 1979, among  Entergy  Arkansas
       and  Arkansas  Electric Cooperative Corporation  and  City
       Water  and Light Plant of the City of Jonesboro,  Arkansas
       and City of Conway, Arkansas (5(r)-7 in 2-66235).

(c)    48--     Amendment,  dated  December  28,  1979,  to   the
       Independence  Steam  Electric Station Ownership  Agreement
       (5(r)-7(a) in 2-66235).

(c)    49--     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)    50--    Owner's Agreement, dated November 28, 1984,  among
       Entergy Arkansas, Entergy Mississippi, other co-owners  of
       the  Independence Station (10(c) 55 to Form 10-K  for  the
       year ended December 31, 1984, in 1-10764).

(c)    51--    Consent, Agreement and Assumption, dated  December
       4,  1984,  among  Entergy Arkansas,  Entergy  Mississippi,
       other  co-owners  of the Independence Station  and  United
       States Trust Company of New York, as Trustee (10(c) 56  to
       Form  10-K  for  the  year ended  December  31,  1984,  in
       1-10764).

(c)    52--    Power  Coordination, Interchange and  Transmission
       Service  Agreement,  dated as of July  31,  1979,  between
       Entergy  Arkansas and City Water and Light  Plant  of  the
       City of Jonesboro, Arkansas (5(r)-8 in 2-66235).

(c)    53--    Power  Coordination, Interchange and  Transmission
       Agreement,  dated  as of June 29, 1979,  between  City  of
       Conway,   Arkansas   and  Entergy  Arkansas   (5(r)-9   in
       2-66235).

(c)    54--    Agreement,  dated June 21, 1979,  between  Entergy
       Arkansas  and Reeves E. Ritchie ((10)(b)-90 to  Form  10-K
       for the year ended December 31, 1980, in 1-10764).

(c)    55--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

+(c)   56--    Post-Retirement Plan (10(b) 55 to  Form  10-K  for
       the year ended December 31, 1983, in 1-10764).

(c)    57--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy Mississippi, and Entergy  New  Orleans
       (10(a)  39  to  Form 10-K for the year ended December  31,
       1982, in 1-3517).

(c)    58--    First  Amendment  to Unit Power  Sales  Agreement,
       dated  as of June 28, 1984, between System Energy, Entergy
       Arkansas,  Entergy  Louisiana,  Entergy  Mississippi,  and
       Entergy  New  Orleans  (19 to Form 10-Q  for  the  quarter
       ended September 30, 1984, in 1-3517).

(c)    59--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(c)    60--    Contract For Disposal of Spent Nuclear Fuel and/or
       High-Level  Radioactive Waste, dated June 30, 1983,  among
       the  DOE,  System Fuels and Entergy Arkansas (10(b)-57  to
       Form  10-K  for  the  year ended  December  31,  1983,  in
       1-10764).

(c)    61--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(c)    62--    First  Amendment, dated January 1,  1990,  to  the
       Middle  South  Utilities,  Inc. and  Subsidiary  Companies
       Intercompany  Income  Tax  Allocation  Agreement  (D-2  to
       Form U5S for the year ended December 31, 1989).

(c)    63--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(c)    64--    Third Amendment dated January 1, 1994, to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(c)    65--     Assignment   of  Coal  Supply  Agreement,   dated
       December  1,  1987,  between  System  Fuels  and   Entergy
       Arkansas  (B to Rule 24 letter filing, dated November  10,
       1987, in 70-5964).

(c)    66--    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)    67--   Operating Agreement between Entergy Operations  and
       Entergy  Arkansas,  dated as of June 6,  1990  (B-1(b)  to
       Rule 24 Certificate, dated June 15, 1990, in 70-7679).

(c)    68--   Guaranty Agreement between Entergy Corporation  and
       Entergy  Arkansas, dated as of September 20, 1990  (B-1(a)
       to  Rule  24  Certificate, dated September  27,  1990,  in
       70-7757).

(c)    69--    Agreement  for Purchase and Sale  of  Independence
       Unit  2 between Entergy Arkansas and Entergy Power,  dated
       as  of  August  28, 1990 (B-3(c) to Rule  24  Certificate,
       dated September 6, 1990, in 70-7684).

(c)    70--    Agreement for Purchase and Sale of Ritchie Unit  2
       between  Entergy Arkansas and Entergy Power, dated  as  of
       August  28,  1990  (B-4(d) to Rule 24  Certificate,  dated
       September 6, 1990, in 70-7684).

(c)    71--     Ritchie  Steam  Electric  Station  Unit   No.   2
       Operating  Agreement between Entergy Arkansas and  Entergy
       Power,  dated  as of August 28, 1990 (B-5(a)  to  Rule  24
       Certificate, dated September 6, 1990, in 70-7684).

(c)    72--     Ritchie  Steam  Electric  Station  Unit   No.   2
       Ownership  Agreement between Entergy Arkansas and  Entergy
       Power,  dated  as of August 28, 1990 (B-6(a)  to  Rule  24
       Certificate, dated September 6, 1990, in 70-7684).

(c)    73--    Power  Coordination, Interchange and  Transmission
       Service   Agreement  between  Entergy  Power  and  Entergy
       Arkansas,  dated as of August 28, 1990 (10(c)-71  to  Form
       10-K for the year ended December 31, 1990, in 1-10764).

+(c)   74--    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)   75--    Entergy Corporation Annual Incentive Plan (10(a)54
       to  Form  10-K  for the year ended December 31,  1989,  in
       1-3517).

+(c)   76--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries   (A-4(a)  to  Rule  24  Certificate,   dated
       May 24, 1991, in 70-7831).

+(c)   77--    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)   78--    1998  Equity Ownership Plan of Entergy Corporation
       and  Subsidiaries  (Filed with the Proxy  Statement  dated
       March 30, 1998).

+(c)   79--    Agreement between Arkansas Power &  Light  Company
       and  R.  Drake Keith. (10(c) 78 to Form 10-K for the  year
       ended December 31, 1992 in 1-10764).

+(c)   80--    Supplemental Retirement Plan (10(a)69 to Form 10-K
       for the year ended December 31, 1992 in 1-3517).

+(c)   81--    Defined Contribution Restoration Plan  of  Entergy
       Corporation  and Subsidiaries (10(a)53 to  Form  10-K  for
       the year ended December 31, 1989 in 1-3517).

+(c)   82--    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)   83--    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)   84--     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)   85--   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).

+(c)   86--    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)   87--    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)   88--    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)   89--    System Executive Retirement Plan (10(a) 82 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

(c)    90--     Loan  Agreement  dated  June  15,  1993,  between
       Entergy  Arkansas and Independence Country, Arkansas  (B-1
       (a)  to  Rule  24 Certificate dated July 9,  1993  in  70-
       8171).

(c)    91--    Installment Sale Agreement dated January 1,  1991,
       between  Entergy Arkansas and Pope Country, Arkansas  (B-1
       (b)  to Rule 24 Certificate dated January 24, 1991 in  70-
       7802).

(c)    92--    Installment Sale Agreement dated November 1, 1990,
       between  Entergy Arkansas and Pope Country, Arkansas  (B-1
       (a)  to Rule 24 Certificate dated November 30, 1990 in 70-
       7802).

(c)    93--         Loan  Agreement dated June 15, 1994,  between
       Entergy  Arkansas  and Jefferson County, Arkansas  (B-1(a)
       to Rule 24 Certificate dated June 30, 1994 in 70-8405).

(c)    94--         Loan  Agreement dated June 15, 1994,  between
       Entergy  Arkansas  and Pope County,  Arkansas  (B-1(b)  to
       Rule 24 Certificate in 70-8405).

(c)    95--          Loan  Agreement  dated  November  15,  1995,
       between Entergy Arkansas and Pope County, Arkansas  (10(c)
       96 to Form 10-K for the year ended December 31, 1995 in 1-
       10764).

(c)    96--         Agreement  as  to  Expenses  and  Liabilities
       between  Entergy Arkansas and Entergy Arkansas Capital  I,
       dated  as  of August 14, 1996 (4(j) to Form 10-Q  for  the
       quarter ended September 30, 1996 in 1-10764).

(c)    97--          Loan  Agreement  dated  December  1,   1997,
       between  Entergy  Arkansas and Jefferson County,  Arkansas
       (10(c)100  to  Form 10-K for the year ended  December  31,
       1997 in 1-10764).

+(c)   98--     Edwin   A.  Lupberger's  Confidential  Settlement
       Agreement  and Receipt and Release (10(a)76 to  Form  10-K
       for the year ended December 31, 1998 in 1-11299).

+(c)   99--    Jerry  L.  Maulden's Retirement  Letter  Agreement
       (10(a)77  to  Form  10-K for the year ended  December  31,
       1998 in 1-11299).

+(c)   100--   Letter of Intent regarding the Employment of Wayne
       Leonard  (10(a)78 to Form 10-K for the year ended December
       31, 1998 in 1-11299).

Entergy Gulf States

(d)    1  --    Guaranty  Agreement, dated July 1, 1976,  between
       Entergy  Gulf  States and American Bank and Trust  Company
       (C and D to Form 8-K, dated August 6, 1976 in 1-2703).

(d)    2  --    Lease of Railroad Equipment, dated as of December
       1,  1981,  between The Connecticut Bank and Trust  Company
       as  Lessor  and  Entergy Gulf States as Lessee  and  First
       Supplement,  dated  as of December 31, 1981,  relating  to
       605  One Hundred-Ton Unit Train Steel Coal Porter Cars (4-
       12 to Form 10-K for the year ended December 31, 1981 in 1-
       2703).

(d)    3  --    Guaranty Agreement, dated August 1, 1992, between
       Entergy  Gulf States and Hibernia National Bank,  relating
       to  Pollution  Control  Revenue  Refunding  Bonds  of  the
       Industrial  Development Board of the Parish of  Calcasieu,
       Inc.  (Louisiana) (10-1 to Form 10-K for  the  year  ended
       December 31, 1992 in 1-2703).

(d)    4  --   Guaranty Agreement, dated January 1, 1993, between
       Entergy   Gulf  States  and  Hancock  Bank  of  Louisiana,
       relating  to Pollution Control Revenue Refunding Bonds  of
       the  Parish of Pointe Coupee (Louisiana) (10-2 to Form 10-
       K for the year ended December 31, 1992 in 1-2703).

(d)    5  --    Deposit Agreement, dated as of December  1,  1983
       between Entergy Gulf States, Morgan Guaranty Trust Co.  as
       Depositary   and  the  Holders  of  Depository   Receipts,
       relating  to  the  Issue of 900,000  Depositary  Preferred
       Shares,  each  representing 1/2 share of  Adjustable  Rate
       Cumulative Preferred Stock, Series E-$100 Par Value  (4-17
       to  Form 10-K for the year ended December 31, 1983  in  1-
       2703).

(d)    6  --    Agreement  effective February  1,  1964,  between
       Sabine  River  Authority, State of Louisiana,  and  Sabine
       River   Authority  of  Texas,  and  Entergy  Gulf  States,
       Central  Louisiana Electric Company, Inc.,  and  Louisiana
       Power  &  Light Company, as supplemented (B to  Form  8-K,
       dated  May 6, 1964, A to Form 8-K, dated October 5,  1967,
       A  to  Form  8-K, dated May 5, 1969, and A  to  Form  8-K,
       dated December 1, 1969, in 1-2708).

(d)    7   --     Joint  Ownership  Participation  and  Operating
       Agreement  regarding  River Bend  Unit  1  Nuclear  Plant,
       dated  August  20,  1979,  between  Entergy  Gulf  States,
       Cajun,  and  SRG&T; Power Interconnection  Agreement  with
       Cajun,  dated June 26, 1978, and approved by  the  REA  on
       August  16,  1979, between Entergy Gulf States and  Cajun;
       and  Letter  Agreement  regarding  CEPCO  buybacks,  dated
       August  28,  1979, between Entergy Gulf States  and  Cajun
       (2,  3,  and 4, respectively, to Form 8-K, dated September
       7, 1979, in 1-2703).

(d)    8  --    Ground  Lease,  dated August  15,  1980,  between
       Statmont  Associates  Limited Partnership  (Statmont)  and
       Entergy  Gulf  States, as amended (3 to  Form  8-K,  dated
       August  19,  1980, and A-3-b to Form 10-Q for the  quarter
       ended September 30, 1983 in 1-2703).

(d)    9  --    Lease  and Sublease Agreement, dated  August  15,
       1980,  between  Statmont  and  Entergy  Gulf  States,   as
       amended  (4 to Form 8-K, dated August 19, 1980, and  A-3-c
       to  Form 10-Q for the quarter ended September 30, 1983  in
       1-2703).

(d)    10--    Lease Agreement, dated September 18, 1980, between
       BLC  Corporation and Entergy Gulf States (1 to  Form  8-K,
       dated October 6, 1980 in 1-2703).

(d)    11--     Joint   Ownership  Participation  and   Operating
       Agreement  for  Big  Cajun, between Entergy  Gulf  States,
       Cajun  Electric Power Cooperative, Inc., and  Sam  Rayburn
       G&T,  Inc,  dated November 14, 1980 (6 to Form 8-K,  dated
       January  29,  1981  in  1-2703); Amendment  No.  1,  dated
       December  12, 1980 (7 to Form 8-K, dated January 29,  1981
       in  1-2703); Amendment No. 2, dated December 29,  1980  (8
       to Form 8-K, dated January 29, 1981 in 1-2703).

(d)    12--    Agreement of Joint Ownership Participation between
       SRMPA, SRG&T and Entergy Gulf States, dated June 6,  1980,
       for Nelson Station, Coal Unit #6, as amended (8 to Form 8-
       K,  dated  June  11,  1980, A-2-b to  Form  10-Q  For  the
       quarter  ended June 30, 1982; and 10-1 to Form 8-K,  dated
       February 19, 1988 in 1-2703).

(d)    13--    Agreements  between Southern Company  and  Entergy
       Gulf  States,  dated February 25, 1982,  which  cover  the
       construction  of a 140-mile transmission line  to  connect
       the   two   systems,  purchase  of  power   and   use   of
       transmission facilities (10-31 to Form 10-K, for the  year
       ended December 31, 1981 in 1-2703).

+(d)   14--    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)    15--    Transmission Facilities Agreement between  Entergy
       Gulf  States and Mississippi Power Company, dated February
       28,  1982,  and  Amendment, dated May 12, 1982  (A-2-c  to
       Form  10-Q for the quarter ended March 31, 1982 in 1-2703)
       and  Amendment, dated December 6, 1983 (10-43 to Form  10-
       K, for the year ended December 31, 1983 in 1-2703).

(d)    16--    Lease Agreement dated as of June 29, 1983, between
       Entergy  Gulf  States  and City  National  Bank  of  Baton
       Rouge,  as  Owner Trustee, in connection with the  leasing
       of  a Simulator and Training Center for River Bend Unit  1
       (A-2-a  to Form 10-Q for the quarter ended June  30,  1983
       in  1-2703) and Amendment, dated December 14, 1984  (10-55
       to  Form 10-K, for the year ended December 31, 1984 in  1-
       2703).

(d)    17--    Participation  Agreement, dated  as  of  June  29,
       1983,  among  Entergy Gulf States, City National  Bank  of
       Baton  Rouge,  PruFunding,  Inc.  Bank  of  the  Southwest
       National  Association, Houston and Bankers  Life  Company,
       in   connection  with  the  leasing  of  a  Simulator  and
       Training  Center of River Bend Unit 1 (A-2-b to Form  10-Q
       for the quarter ended June 30, 1983 in 1-2703).

(d)    18--    Tax  Indemnity Agreement, dated  as  of  June  29,
       1983,  between  Entergy Gulf States and PruFunding,  Inc.,
       in   connection  with  the  leasing  of  a  Simulator  and
       Training Center for River Bend Unit I (A-2-c to Form  10-Q
       for the quarter ended June 30, 1993 in 1-2703).

(d)    19--    Agreement to Lease, dated as of August  28,  1985,
       among  Entergy  Gulf States, City National Bank  of  Baton
       Rouge,  as  Owner  Trustee,  and  Prudential  Interfunding
       Corp.,  as  Trustor,  in connection with  the  leasing  of
       improvement  to  a  Simulator and  Training  Facility  for
       River  Bend Unit I (10-69 to Form 10-K, for the year ended
       December 31, 1985 in 1-2703).

(d)    20--     First   Amended  Power  Sales  Agreement,   dated
       December 1, 1985 between Sabine River Authority, State  of
       Louisiana,  and  Sabine River Authority, State  of  Texas,
       and  Entergy Gulf States, Central Louisiana Electric  Co.,
       Inc.,  and  Louisiana Power and Light  Company  (10-72  to
       Form  10-K  for  the year ended December 31,  1985  in  1-
       2703).

+(d)   21--     Deferred  Compensation  Plan  for  Directors   of
       Entergy  Gulf States and Varibus Corporation,  as  amended
       January  8, 1987, and effective January 1, 1987 (10-77  to
       Form  10-K  for  the year ended December 31,  1986  in  1-
       2703).   Amendment  dated  December  4,  1991   (10-3   to
       Amendment No. 8 in Registration No. 2-76551).

+(d)   22--    Trust Agreement for Deferred Payments to  be  made
       by  Entergy  Gulf States pursuant to the Executive  Income
       Security  Plan,  by and between Entergy  Gulf  States  and
       Bankers  Trust Company, effective November 1, 1986  (10-78
       to  Form 10-K for the year ended December 31, 1986  in  1-
       2703).

+(d)   23--    Trust  Agreement for Deferred  Installments  under
       Entergy  Gulf  States'  Management Incentive  Compensation
       Plan  and Administrative Guidelines by and between Entergy
       Gulf  States and Bankers Trust Company, effective June  1,
       1986  (10-79 to Form 10-K for the year ended December  31,
       1986 in 1-2703).

+(d)   24--     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)   25--     Trust   Agreement   for  Entergy   Gulf   States'
       Nonqualified  Directors and Designated  Key  Employees  by
       and  between  Entergy  Gulf States and  First  City  Bank,
       Texas-Beaumont, N.A. (now Texas Commerce Bank),  effective
       July  1,  1991  (10-4  to Form 10-K  for  the  year  ended
       December 31, 1992 in 1-2703).

(d)    26--    Lease Agreement, dated as of June 29, 1987,  among
       GSG&T,  Inc.,  and  Entergy Gulf  States  related  to  the
       leaseback of the Lewis Creek generating station (10-83  to
       Form  10-K  for  the year ended December 31,  1988  in  1-
       2703).

(d)    27--    Nuclear Fuel Lease Agreement between Entergy  Gulf
       States  and  River Bend Fuel Services, Inc. to  lease  the
       fuel  for River Bend Unit 1, dated February 7, 1989 (10-64
       to  Form 10-K for the year ended December 31, 1988  in  1-
       2703).

(d)    28--    Trust and Investment Management Agreement  between
       Entergy  Gulf States and Morgan Guaranty and Trust Company
       of  New  York (the "Decommissioning Trust Agreement)  with
       respect   to  decommissioning  funds  authorized   to   be
       collected  by  Entergy Gulf States, dated March  15,  1989
       (10-66  to Form 10-K for the year ended December 31,  1988
       in 1-2703).

(d)    29--    Amendment  No. 2 dated November  1,  1995  between
       Entergy  Gulf  States and Mellon Bank  to  Decommissioning
       Trust  Agreement (10(d) 31 to Form 10-K for the year ended
       December 31, 1995).

(d)    30--    Credit Agreement, dated as of December  29,  1993,
       among   River   Bend  Fuel  Services,  Inc.  and   Certain
       Commercial  Lending Institutions and CIBC  Inc.  as  Agent
       for  the  Lenders (10(d) 34 to Form 10-K  for  year  ended
       December 31, 1994).

(d)    31--    Amendment No. 1 dated as of January 31, to  Credit
       Agreement,  dated  as of December 31,  1993,  among  River
       Bend  Fuel  Services, Inc. and certain commercial  lending
       institutions and CIBC Inc. as agent for Lenders (10(d)  33
       to Form 10-K for the year ended December 31, 1995).

(d)    32--    Partnership  Agreement by and among  Conoco  Inc.,
       and  Entergy Gulf States, CITGO Petroleum Corporation  and
       Vista  Chemical  Company, dated April 28, 1988  (10-67  to
       Form  10-K  for  the year ended December 31,  1988  in  1-
       2703).

+(d)   33--    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)   34--    Trust Agreement for Entergy Gulf States' Executive
       Continuity  Plan, by and between Entergy Gulf  States  and
       First  City Bank, Texas-Beaumont, N.A. (now Texas Commerce
       Bank),  effective May 20, 1991 (10-5 to Form 10-K for  the
       year ended December 31, 1992 in 1-2703).

+(d)   35--     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)   36--    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)    37--    Agreement and Plan of Reorganization,  dated  June
       5,   1992,   between  Entergy  Gulf  States  and   Entergy
       Corporation  (2  to Form 8-K, dated June  8,  1992  in  1-
       2703).

+(d)   38--     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)   39--    Trust  Agreement under the Gulf  States  Utilities
       Company Employee Stock Ownership Plan, dated December  30,
       1976,  between  Entergy  Gulf  States  and  the  Louisiana
       National  Bank,  as  Trustee (2-A to Registration  No.  2-
       62395).

+(d)   40--    Letter  Agreement dated September 7, 1977  between
       Entergy  Gulf  States and the Trustee, delegating  certain
       of  the Trustee's functions to the ESOP Committee (2-B  to
       Registration Statement No. 2-62395).

+(d)   41--    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)   42--    Restatement  of  Trust Agreement  under  the  Gulf
       States   Utilities   Company   Employees   Thrift    Plan,
       reflecting  changes made through January 1, 1989,  between
       Entergy  Gulf  States and First City Bank, Texas-Beaumont,
       N.A., (now Texas Commerce Bank ), as Trustee (2-A to  Form
       8-K dated October 20, 1989 in 1-2703).

(d)    43--   Operating Agreement between Entergy Operations  and
       Entergy  Gulf  States, dated as of December 31,  1993  (B-
       2(f) to Rule 24 Certificate in 70-8059).

(d)    44--    Guarantee  Agreement between  Entergy  Corporation
       and Entergy Gulf States, dated as of December 31, 1993 (B-
       5(a) to Rule 24 Certificate in 70-8059).

(d)    45--    Service Agreement with Entergy Services, dated  as
       of  December  31, 1993 (B-6(c) to Rule 24  Certificate  in
       70-8059).

+(d)   46--    Amendment to Employment Agreement  between  J.  L.
       Donnelly and Entergy Gulf States, dated December 22,  1993
       (10(d)  57  to  Form 10-K for the year ended December  31,
       1993 in 1-2703).

(d)    47--    Assignment, Assumption and Amendment Agreement  to
       Letter  of  Credit  and  Reimbursement  Agreement  between
       Entergy  Gulf States, Canadian Imperial Bank  of  Commerce
       and  Westpac  Banking Corporation (10(d) 58 to  Form  10-K
       for the year ended December 31, 1993 in 1-2703).

(d)    48--    Third Amendment, dated January 1, 1994, to Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(d)    49--    Refunding  Agreement between Entergy  Gulf  States
       and  West  Feliciana Parish (dated December 20,  1994  (B-
       12(a)  to Rule 24 Certificate dated December 30,  1994  in
       70-8375).

(d)    50--         Agreement  as  to  Expenses  and  Liabilities
       between  Entergy  Gulf  States  and  Entergy  Gulf  States
       Capital  I, dated as of January 28, 1997 (10(d)52 to  Form
       10-K for the year ended December 31, 1996 in 1-2703).

(d)    51--    Refunding  Agreement between Entergy  Gulf  States
       and  Parish of Iberville, State of Louisiana dated  as  of
       May  1, 1998 (B-3(a) to Rule 24 Certificate dated May  29,
       1998 in 70-8721).

+(d)   52--     Edwin   A.  Lupberger's  Confidential  Settlement
       Agreement  and Receipt and Release (10(a)76 to  Form  10-K
       for the year ended December 31, 1998 in 1-11299).

+(d)   53--    Jerry  L.  Maulden's Retirement  Letter  Agreement
       (10(a)77  to  Form  10-K for the year ended  December  31,
       1998 in 1-11299).

+(d)   54--    Letter of Intent regarding the Employment of Wayne
       Leonard  (10(a)78 to Form 10-K for the year ended December
       31, 1998 in 1-11299).

+(d)   55--    1998  Equity Ownership Plan of Entergy Corporation
       and  Subsidiaries  (Filed with the Proxy  Statement  dated
       March 30, 1998).

Entergy Louisiana

(e)    1  --    Agreement,  dated April 23, 1982,  among  Entergy
       Louisiana and certain other System companies, relating  to
       System   Planning   and   Development   and   Intra-System
       Transactions  (10(a) 1 to Form 10-K  for  the  year  ended
       December 31, 1982, in 1-3517).

(e)    2  --    Middle  South Utilities System Agency  Agreement,
       dated December 11, 1970 (5(a)-2 in 2-41080).

(e)    3  --    Amendment,  dated  as of February  10,  1971,  to
       Middle  South  Utilities  System Agency  Agreement,  dated
       December 11, 1970 (5(a)-4 in 2-41080).

(e)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a) 4 in 2-41080).

(e)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(e)    6  --   Service Agreement with Entergy Services, dated  as
       of April 1, 1963 (5(a)-5 in 2-42523).

(e)    7  --   Amendment, dated as of January 1, 1972, to Service
       Agreement with Entergy Services (4(a)-6 in 2-45916).

(e)    8  --    Amendment, dated as of April 27, 1984, to Service
       Agreement with Entergy Services (10(a) 7 to Form 10-K  for
       the year ended December 31, 1984, in 1-3517).

(e)    9  --    Amendment, dated as of August 1, 1988, to Service
       Agreement with Entergy Services (10(d)-8 to Form 10-K  for
       the year ended December 31, 1988, in 1-8474).

(e)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(d)-9 to Form 10-K  for
       the year ended December 31, 1990, in 1-8474).

(e)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  to  Form  10-K
       for the year ended December 31, 1994 in 1-3517).

(e)    12 through
(e)    24--   See 10(a)-12 through 10(a)-24 above.

(e)    25--    Fuel Lease, dated as of January 31, 1989,  between
       River   Fuel  Company  #2,  Inc.,  and  Entergy  Louisiana
       (B-1(b) to Rule 24 Certificate in 70-7580).

(e)    26--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(e)    27--   Compromise and Settlement Agreement, dated June  4,
       1982,  between  Texaco, Inc. and Entergy Louisiana  (28(a)
       to Form 8-K, dated June 4, 1982, in 1-8474).

+(e)   28--   Post-Retirement Plan (10(c)23 to Form 10-K for  the
       year ended December 31, 1983, in 1-8474).

(e)    29--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy  Mississippi and Entergy  New  Orleans
       (10(a)  39  to  Form 10-K for the year ended December  31,
       1982, in 1-3517).

(e)    30--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy  Mississippi
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984, in 1-3517).

(e)    31--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(e)    32--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany  Tax Allocation  Agreement,  dated
       April  28,  1988  (D-1  to Form U5S  for  the  year  ended
       December 31, 1987).

(e)    33--    First  Amendment, dated January 1,  1990,  to  the
       Middle  South  Utilities,  Inc. and  Subsidiary  Companies
       Intercompany   Income  Tax  Allocation  Agreement,   dated
       January  1,  1990  (D-2 to Form U5S  for  the  year  ended
       December 31, 1989).

(e)    34--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(e)    35--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(e)    36--    Contract for Disposal of Spent Nuclear Fuel and/or
       High-Level  Radioactive  Waste, dated  February  2,  1984,
       among DOE, System Fuels and Entergy Louisiana (10(d)33  to
       Form  10-K  for  the  year ended  December  31,  1984,  in
       1-8474).

(e)    37--   Operating Agreement between Entergy Operations  and
       Entergy  Louisiana, dated as of June 6,  1990  (B-2(c)  to
       Rule 24 Certificate, dated June 15, 1990, in 70-7679).

(e)    38--    Guarantee  Agreement between  Entergy  Corporation
       and  Entergy  Louisiana, dated as of  September  20,  1990
       (B-2(a),  to  Rule  24  Certificate, dated  September  27,
       1990, in 70-7757).

+(e)   39--    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)   40--    Entergy Corporation Annual Incentive  Plan  (10(a)
       54  to Form 10-K for the year ended December 31, 1989,  in
       1-3517).

+(e)   41--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries   (A-4(a)  to  Rule  24  Certificate,   dated
       May 24, 1991, in 70-7831).

+(e)   42--    Amendment  No. 1 to the Equity Ownership  Plan  of
       Entergy   Corporation  and  Subsidiaries  (10(a)   71   to
       Form  10-K  for  the  year  ended  December  31,  1992  in
       1-3517).

+(e)   43--    1998  Equity Ownership Plan of Entergy Corporation
       and  Subsidiaries  (Filed with the Proxy  Statement  dated
       March 30, 1998).

+(e)   44--     Supplemental  Retirement  Plan   (10(a)   69   to
       Form  10-K  for  the  year  ended  December  31,  1992  in
       1-3517).

+(e)   45--    Defined Contribution Restoration Plan  of  Entergy
       Corporation  and Subsidiaries (10(a) 53 to Form  10-K  for
       the year ended December 31, 1989 in 1-3517).

+(e)   46--    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)   47--    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)   48--     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)   49--   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).

+(e)   50--    Agreement  between System  Energy  and  Donald  C.
       Hintz   (10(b)  47  to  Form  10-K  for  the  year   ended
       December 31, 1991 in 1-9067).

+(e)   51--    Summary  Description of Retired  Outside  Director
       Benefit  Plan  (10(c)90 to Form 10-K for  the  year  ended
       December 31, 1992 in 1-10764).

+(e)   52--    Amendment to Defined Contribution Restoration Plan
       of  Entergy Corporation and Subsidiaries (10(a) 81 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

+(e)   53--    System Executive Retirement Plan (10(a) 82 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

(e)    54--    Installment Sale Agreement, dated July  20,  1994,
       between   Entergy   Louisiana  and  St.  Charles   Parish,
       Louisiana  (B-6(e) to Rule 24 Certificate dated August  1,
       1994 in 70-7822).

(e)    55--    Installment  Sale  Agreement,  dated  November  1,
       1995,  between  Entergy Louisiana and St. Charles  Parish,
       Louisiana  (B-6(a) to Rule 24 Certificate  dated  December
       19, 1995 in 70-8487).

(e)    56--    Agreement  as to Expenses and Liabilities  between
       Entergy  Louisiana, Inc. and Entergy Louisiana  Capital  I
       dated  July  16, 1996 (4(d) to Form 10-Q for  the  quarter
       ended June 30, 1996 in 1-8474).

+(e)   57--     Edwin   A.  Lupberger's  Confidential  Settlement
       Agreement  and Receipt and Release (10(a)76 to  Form  10-K
       for the year ended December 31, 1998 in 1-11299).

+(e)   58--    Jerry  L.  Maulden's Retirement  Letter  Agreement
       (10(a)77  to  Form  10-K for the year ended  December  31,
       1998 in 1-11299).

+(e)   59--    Letter of Intent regarding the Employment of Wayne
       Leonard  (10(a)78 to Form 10-K for the year ended December
       31, 1998 in 1-11299).

Entergy Mississippi

(f)    1  --    Agreement  dated April 23,  1982,  among  Entergy
       Mississippi  and certain other System companies,  relating
       to   System  Planning  and  Development  and  Intra-System
       Transactions  (10(a) 1 to Form 10-K  for  the  year  ended
       December 31, 1982, in 1-3517).

(f)    2  --    Middle  South Utilities System Agency  Agreement,
       dated December 11, 1970 (5(a)-2 in 2-41080).

(f)    3  --    Amendment,  dated February 10,  1971,  to  Middle
       South  Utilities System Agency Agreement,  dated  December
       11, 1970 (5(a) 4 in 2-41080).

(f)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a) 4 in 2-41080).

(f)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(f)    6  --   Service Agreement with Entergy Services, dated  as
       of April 1, 1963 (D in 37-63).

(f)    7  --    Amendment,  dated January  1,  1972,  to  Service
       Agreement  with  Entergy  Services  (A  to  Notice,  dated
       October 14, 1971, in 37-63).

(f)    8  --    Amendment,  dated  April  27,  1984,  to  Service
       Agreement with Entergy Services (10(a) 7 to Form 10-K  for
       the year ended December 31, 1984, in 1-3517).

(f)    9  --    Amendment, dated as of August 1, 1988, to Service
       Agreement with Entergy Services (10(e) 8 to Form 10-K  for
       the year ended December 31, 1988, in 0-320).

(f)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(e) 9 to Form 10-K  for
       the year ended December 31, 1990, in 0-320).

(f)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  to  Form  10-K
       for the year ended December 31, 1994 in 1-3517).

(f)    12 though
(f)    24--   See 10(a)-12 - 10(a)-24 above.

(f)    25--    Installment Sale Agreement, dated as  of  June  1,
       1974,  between Entergy Mississippi and Washington  County,
       Mississippi  (B-2(a) to Rule 24 Certificate, dated  August
       1, 1974, in 70-5504).

(f)    26--    Installment Sale Agreement, dated as  of  July  1,
       1982,   between   Entergy  Mississippi  and   Independence
       County,  Arkansas,  (B-1(c) to Rule 24  Certificate  dated
       July 21, 1982, in 70-6672).

(f)    27--    Installment Sale Agreement, dated as  of  December
       1,  1982,  between  Entergy Mississippi  and  Independence
       County,  Arkansas,  (B-1(d) to Rule 24  Certificate  dated
       December 7, 1982, in 70-6672).

(f)    28--    Amended  and Restated Installment Sale  Agreement,
       dated  as  of  April 1, 1994, between Entergy  Mississippi
       and  Warren  County,  Mississippi,  (B-6(a)  to  Rule   24
       Certificate dated May 4, 1994, in 70-7914).

(f)    29--    Amended  and Restated Installment Sale  Agreement,
       dated  as  of  April 1, 1994, between Entergy  Mississippi
       and  Washington County, Mississippi, (B-6(b)  to  Rule  24
       Certificate dated May 4, 1994, in 70-7914).

(f)    30--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among Entergy Mississippi, System Energy and  SMEPA
       (B-3(a) in 70-6337).

(f)    31--     Amendment,  dated  December  4,  1984,   to   the
       Independence  Steam  Electric Station Operating  Agreement
       (10(c)  51  to  Form 10-K for the year ended December  31,
       1984, in 0-375).

(f)    32--     Amendment,  dated  December  4,  1984,   to   the
       Independence  Steam  Electric Station Ownership  Agreement
       (10(c)  54  to  Form 10-K for the year ended December  31,
       1984, in 0-375).

(f)    33--    Owners  Agreement, dated November 28, 1984,  among
       Entergy  Arkansas, Entergy Mississippi and other co-owners
       of  the  Independence Station (10(c) 55 to Form  10-K  for
       the year ended December 31, 1984, in 0-375).

(f)    34--    Consent, Agreement and Assumption, dated  December
       4,  1984,  among  Entergy Arkansas,  Entergy  Mississippi,
       other  co-owners  of the Independence Station  and  United
       States Trust Company of New York, as Trustee (10(c) 56  to
       Form  10-K  for  the  year ended  December  31,  1984,  in
       0-375).

(f)    35--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

+(f)   36--    Post-Retirement Plan (10(d) 24 to  Form  10-K  for
       the year ended December 31, 1983, in 0-320).

(f)    37--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy Mississippi, and Entergy  New  Orleans
       (10(a)  39  to  Form 10-K for the year ended December  31,
       1982, in 1-3517).

(f)    38--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi,
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984, in 1-3517).

(f)    39--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(f)    40--    Sales  Agreement,  dated  as  of  June  21,  1974,
       between  System Energy and Entergy Mississippi (D to  Rule
       24 Certificate, dated June 26, 1974, in 70-5399).

(f)    41--    Service  Agreement, dated as  of  June  21,  1974,
       between  System Energy and Entergy Mississippi (E to  Rule
       24 Certificate, dated June 26, 1974, in 70-5399).

(f)    42--     Partial  Termination  Agreement,  dated   as   of
       December  1,  1986,  between  System  Energy  and  Entergy
       Mississippi (A-2 to Rule 24 Certificate dated  January  8,
       1987, in 70-5399).

(f)    43--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(f)    44--    First  Amendment  dated January  1,  1990  to  the
       Middle  South  Utilities  Inc.  and  Subsidiary  Companies
       Intercompany  Tax Allocation Agreement (D-2  to  Form  U5S
       for the year ended December 31, 1989).

(f)    45--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(f)    46--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

+(f)   47--    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)   48--    Entergy Corporation Annual Incentive  Plan  (10(a)
       54  to Form 10-K for the year ended December 31, 1989,  in
       1-3517).

+(f)   49--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries   (A-4(a)  to  Rule  24  Certificate,   dated
       May 24, 1991, in 70-7831).

+(f)   50--    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)   51--    1998  Equity Ownership Plan of Entergy Corporation
       and  Subsidiaries  (Filed with the Proxy  Statement  dated
       March 30, 1998).

+(f)   52--    Supplemental Retirement Plan (10(a)69 to Form 10-K
       for the year ended December 31, 1992 in 1-3517).

+(f)   53--    Defined Contribution Restoration Plan  of  Entergy
       Corporation  and Subsidiaries (10(a)53 to  Form  10-K  for
       the year ended December 31, 1989 in 1-3517).

+(f)   54--    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)   55--    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)   56--     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)   57--   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).

+(f)   58--    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)   59--    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)   60--    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)   61--    System Executive Retirement Plan (10(a) 82 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

+(f)   62--     Edwin   A.  Lupberger's  Confidential  Settlement
       Agreement  and Receipt and Release (10(a)76 to  Form  10-K
       for the year ended December 31, 1998 in 1-11299).

+(f)   63--    Jerry  L.  Maulden's Retirement  Letter  Agreement
       (10(a)77  to  Form  10-K for the year ended  December  31,
       1998 in 1-11299).

+(f)   64--    Letter of Intent regarding the Employment of Wayne
       Leonard  (10(a)78 to Form 10-K for the year ended December
       31, 1998 in 1-11299).

Entergy New Orleans

(g)    1  --   Agreement, dated April 23, 1982, among Entergy New
       Orleans  and  certain other System companies, relating  to
       System   Planning   and   Development   and   Intra-System
       Transactions  (10(a)-1 to Form 10-K  for  the  year  ended
       December 31, 1982, in 1-3517).

(g)    2  --    Middle  South Utilities System Agency  Agreement,
       dated December 11, 1970 (5(a)-2 in 2-41080).

(g)    3  --   Amendment dated as of February 10, 1971, to Middle
       South  Utilities System Agency Agreement,  dated  December
       11, 1970 (5(a)-4 in 2-41080).

(g)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a) 4 in 2-41080).

(g)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(g)    6  --    Service Agreement with Entergy Services dated  as
       of April 1, 1963 (5(a)-5 in 2-42523).

(g)    7  --   Amendment, dated as of January 1, 1972, to Service
       Agreement with Entergy Services (4(a)-6 in 2-45916).

(g)    8  --    Amendment, dated as of April 27, 1984, to Service
       Agreement with Entergy Services (10(a)7 to Form  10-K  for
       the year ended December 31, 1984, in 1-3517).

(g)    9  --    Amendment, dated as of August 1, 1988, to Service
       Agreement with Entergy Services (10(f)-8 to Form 10-K  for
       the year ended December 31, 1988, in 0-5807).

(g)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(f)-9 to Form 10-K  for
       the year ended December 31, 1990, in 0-5807).

(g)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  to  Form  10-K
       for year ended December 31, 1994 in 1-3517).

(g)    12 through
(g)    24--   See 10(a)-12 - 10(a)-24 above.

(g)    25--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

+(g)   26--    Post-Retirement Plan (10(e) 22 to  Form  10-K  for
       the year ended December 31, 1983, in 1-1319).

(g)    27--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy  Mississippi and Entergy  New  Orleans
       (10(a)  39  to  Form 10-K for the year ended December  31,
       1982, in 1-3517).

(g)    28--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy  Mississippi
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984, in 1-3517).

(g)    29--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(g)    30--    Transfer  Agreement, dated as of  June  28,  1983,
       among  the  City of New Orleans, Entergy New  Orleans  and
       Regional  Transit Authority (2(a) to Form 8-K, dated  June
       24, 1983, in 1-1319).

(g)    31--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(g)    32--    First  Amendment, dated January 1,  1990,  to  the
       Middle  South  Utilities,  Inc. and  Subsidiary  Companies
       Intercompany  Income  Tax  Allocation  Agreement  (D-2  to
       Form U5S for the year ended December 31, 1989).

(g)    33--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(g)    34--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

+(g)   35--    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)   36--    Entergy Corporation Annual Incentive Plan (10(a)54
       to  Form  10-K  for the year ended December 31,  1989,  in
       1-3517).

+(g)   37--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries   (A-4(a)  to  Rule  24  Certificate,   dated
       May 24, 1991, in 70-7831).

+(g)   38--    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)   39--    1998  Equity Ownership Plan of Entergy Corporation
       and  Subsidiaries  (Filed with the Proxy  Statement  dated
       March 30, 1998).

+(g)   40--    Supplemental Retirement Plan (10(a)69 to Form 10-K
       for the year ended December 31, 1992 in 1-3517).

+(g)   41--    Defined Contribution Restoration Plan  of  Entergy
       Corporation  and Subsidiaries (10(a)53 to  Form  10-K  for
       the year ended December 31, 1989 in 1-3517).

+(g)   42--    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)   43--    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)   44--     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)   45--   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).

+(g)   46--    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)   47--    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)   48--    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)   49--    System Executive Retirement Plan (10(a) 82 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

+(g)   50--     Edwin   A.  Lupberger's  Confidential  Settlement
       Agreement  and Receipt and Release (10(a)76 to  Form  10-K
       for the year ended December 31, 1998 in 1-11299).

+(g)   51--    Jerry  L.  Maulden's Retirement  Letter  Agreement
       (10(a)77  to  Form  10-K for the year ended  December  31,
       1998 in 1-11299).

+(g)   52--    Letter of Intent regarding the Employment of Wayne
       Leonard  (10(a)78 to Form 10-K for the year ended December
       31, 1998 in 1-11299).

(12) Statement Re Computation of Ratios

*(a)             Entergy  Arkansas's  Computation  of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(b)            Entergy  Gulf States' Computation  of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(c)            Entergy  Louisiana's  Computation  of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(d)            Entergy  Mississippi's Computation of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(e)            Entergy  New Orleans' Computation  of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(f)      System  Energy's Computation of Ratios of  Earnings  to
          Fixed Charges, as defined.

*(21)  Subsidiaries of the Registrants

(23)  Consents of Experts and Counsel

*(a)   The  consent  of PricewaterhouseCoopers LLP  is  contained
       herein at page 211.

*(24)  Powers of Attorney

  (27)  Financial Data Schedule

*(a)   Financial  Data  Schedule  for  Entergy  Corporation   and
       Subsidiaries as of December 31, 1998.

*(b)   Financial  Data  Schedule  for  Entergy  Arkansas  as   of
       December 31, 1998.

*(c)   Financial  Data  Schedule for Entergy Gulf  States  as  of
       December 31, 1998.

*(d)   Financial  Data  Schedule  for  Entergy  Louisiana  as  of
       December 31, 1998.

*(e)   Financial  Data  Schedule for Entergy  Mississippi  as  of
       December 31, 1998.

*(f)   Financial  Data  Schedule for Entergy New  Orleans  as  of
       December 31, 1998.

*(g)   Financial  Data Schedule for System Energy as of  December
       31, 1998.

_________________

*  Filed herewith.
+  Management contracts or compensatory plans or arrangements.





                                                  Exhibit 10(a)76
                                                                 
                CONFIDENTIAL SETTLEMENT AGREEMENT
                     AND RECEIPT AND RELEASE



STATE OF LOUISIANA

PARISH OF ORLEANS



     This is a Confidential Settlement Agreement and Receipt and

Release ("Agreement") between, on the one hand, Edwin A.

Lupberger ("Lupberger") and, on the other hand, Entergy

Corporation, Entergy Services, Inc., and any direct and indirect

subsidiary or affiliated entity of either ("Company").

     WHEREAS, prior to May 26, 1998, Lupberger served as Chairman

and Chief Executive Officer of the Company; and

     WHEREAS, on May 26, 1998, Lupberger requested to begin

transition to retirement by relinquishing both his duties as the

Chairman and Chief Executive Officer of the Company; and

     WHEREAS, at a special meeting of the Board of Directors of

the Company on May 26, 1998, it was resolved that the Company

grant Lupberger's request to begin the transition to retirement

and to accept Lupberger's decision to relinquish his duties as

Chairman and Chief Executive Officer of the Company; and

     WHEREAS, a dispute has arisen with respect to the period of

transition to retirement contemplated by each of the parties; and

     WHEREAS, the Board of Directors of the Company further

resolved on May 26, 1998, to study and decide upon an appropriate


retirement package for Lupberger taking into account the various

benefit plans in effect at the Company, Lupberger's eligibility

thereunder being in some instances undisputed and in other

instances disputed, and also considering a compromise of disputed

claims,

     NOW THEREFORE, for and in consideration of the provisions of

this Agreement and the mutual benefits to be derived thereunder

by the parties, Lupberger and the Company agree as follows:

     1.a. For and in consideration of the provisions set forth in

paragraphs 2 and 7 below, the undersigned Lupberger does hereby

fully acquit, release and forever discharge Company, its agents,

employees, directors, officers, attorneys, insurers, benefit

plans and the administrators and fiduciaries thereof, and all of

their predecessors, successors, and assigns ("Released Parties")

from any and all claims, causes of action and demands of any

kind, whether known or unknown, and whether asserted or not,

which he has, ever has had, or ever in the future may have, and

which are based on agreements, rights, benefit plans, acts and/or

omissions, existing or occurring up to and including the date

this Agreement is fully executed.  The items of consideration set

forth in paragraph 2 are inclusive of any attorney's fees or

costs Lupberger could claim or recover under any statute, common

law theory, civil law theory and/or any other legal theory of

recovery.

          b.   Lupberger does not waive or release

indemnification and insurance that Lupberger may have pursuant to

indemnification and insurance arrangements of the Company

provided to directors and officers of the Company generally, nor

does Lupberger agree to indemnify the Company for matters for

which he would be indemnified or insured pursuant to such

arrangements.

     2.   The consideration for this Agreement is all of the

following:

          a.   All stock and stock options currently vested in

               Lupberger are the property of Lupberger and are

               unaffected by this Agreement.  In accordance with

               the terms and conditions of the Equity Ownership

               Plan, all options owned by Lupberger must be

               exercised no later than six (6) months from

               Lupberger's effective retirement date or by

               January 31, 1999.  As stated in paragraph 3 below,

               nothing herein expands or alters the provisions of

               the Equity Ownership Plan.

          b.   Lupberger retires effective August 1, 1998.

          c.   Lupberger will receive, in accordance with

               incentive plan provisions, and if goals are met,

               incentive compensation under the three Plans noted

               below prorated to August 1, 1998.  By illustration

               only, the amount of such incentive compensation

               reflecting a proration of the  "target" levels of

               achievement would equate to the following:

               $326,700       1998 Annual Incentive Plan

               $872,645       1996-1998 Long Term Incentive Plan

                              (at $27.625 per share and prorated

                              two-thirds to reflect 1996-1997

                              performance)

               $254,844       1998-2000 Long Term Incentive Plan

                              (at $27.625 per share)

               93,333 options 1998 grant of stock options under the 
               
                              Equity Ownership Plan. As stated in

                              paragraph 3 below, nothing herein

                              expands or alters the provisions of

                              the Equity Ownership Plan.

          d.   Lupberger will receive a severance payment as

               follows:

               $800,000       One year base salary, plus

               $538,462       One week for each year of credited

                              service (35 years which includes

                              supplemental credited service per

                              prior agreement), which equals

               $1,338,462     Total severance payable in a lump

                              sum or at the bi-weekly rate of

                              $30,769.24 until paid, at

                              Lupberger's option.

               The  sum  of  $15,384.62, representing amounts  of

               miscellaneous   payments  unrelated   to   service

               performed  through  July 31,  1998,  and  paid  to

               Lupberger  after July 31, 1998, through  the  date

               that   this   Agreement  becomes   effective   and

               irrevocable under the terms of paragraph 14  below

               shall  be  credited against and shall  reduce  the

               total severance benefits thereafter due under this

               paragraph.  Lupberger acknowledges that it is  the

               Company's  position that he had no rights  to  the

               severance  payments provided herein, which  is  in

               part given in exchange for the receipt and release

               provided herein.

          e.   Subject  to paragraph 3 below and without limiting

               the   terms  and  limitations  contained  in   the

               Retirement   Plan  for  Non-Bargaining   Employees

               ("Qualified  Plan"),  and  the  System   Executive

               Retirement Plan and supplemental credited  service

               agreements entered into previously with  Lupberger

               including   the   agreement   entered   into    on

               January 31, 1986 (collectively referred to as "Non-

               Qualified Plans"), Lupberger will also receive the

               payments from both the Qualified and Non-Qualified

               Plans   in  an  estimated  amount  equal  to   the

               following:

               $4,455.02      Per month from Qualified Plan

                              beginning August 1, 1998.  This  is

                              based   on   the  assumption   that

                              Lupberger   elects  a   single-life

                              annuity  with  a  ten-year  certain

                              feature form of benefits.

               $64,957.76     Per  month from Non-Qualified Plans

                              beginning  August  1,  1998.   This

                              assumes a single life annuity  with

                              a  ten year certain feature.  Under

                              the  terms  of this Agreement,  the

                              Company  does  hereby  consent   to

                              Lupberger's  early commencement  of

                              benefits  under  the  Non-Qualified

                              Plans  in accordance with the terms

                              and conditions of such plans.

          f.   The  Non-Qualified Plans have a lump  sum  feature

               which provide Lupberger with the option of a  one-

               time  payment of $9,553,226 rather than  receiving

               $64,957.76  per  month  for Lupberger's  lifetime.

               Any  election  by Lupberger to receive  such  Non-

               Qualified  Plans benefits in a lump  sum  must  be

               made  in  writing prior to the expiration  of  the

               revocation period described in paragraph  14  and,

               if so elected, will be paid in accordance with the

               terms and conditions of such plans.

          g.   Lupberger  will,  effective  August  1,  1998,  be

               entitled   to   all   other  benefits,   if   any,

               specifically  provided for in the Qualified  Plan,

               Executive  Deferred Compensation Plan, the  Equity

               Ownership    Plan,   the   Defined    Contribution

               Restoration  Plan,  the Savings  Plan  of  Entergy

               Corporation  and Subsidiaries, the  Benefits  Plus

               Plans,   and  the  Gulf  States  Utilities   ESOP.

               Nothing stated herein shall be construed to  limit

               or  restrict Lupberger's participation or benefits

               under   the  Qualified  Plan,  Executive  Deferred

               Compensation Plan, the Equity Ownership Plan,  the

               Defined Contribution Restoration Plan, the Savings

               Plan of Entergy Corporation and Subsidiaries,  the

               Benefits Plus Plans, and the Gulf States Utilities

               ESOP  subject to the terms and conditions of  such

               plans.

          h.   Lupberger will return all Company property in  his

               possession   except  his  Company-owned   personal

               computer  which computer shall become his personal

               property   as  of  the  effective  date   of   the

               Agreement.

          i.   Lupberger shall be paid  his  accrued,

               unused vacation pay.

      3.    Nothing  in  this Agreement shall be  interpreted  or

construed  as  enlarging or reducing any of Lupberger's  existing

rights  under  any benefit plans in effect at the  Company.   All

payments  or benefits under any and all such benefit plans  shall

be  made  strictly  in  accordance with  the  written  terms  and

conditions  of said plans.  No payments due under this  Agreement

including  payments which Lupberger has the  right  to  elect  to

receive in a lump sum shall be made until after the expiration of

the  seven  day  post-signing period set forth  in  paragraph  14

hereof  except  that the Company may, at its option,  waive  this

provision  as  to  any  particular payment decided  upon  by  the

Company and may make such payment prior to the expiration of  the

seven day post-signing period.

     4.   Lupberger agrees that the items referenced in paragraph

1  and  set forth in paragraph 2 above are consideration for  and

are  in  full  accord,  satisfaction  and  final  compromise  and

settlement  of any rights and/or claims Lupberger  may  have  for

benefits  under,  or  for damages resulting  from  the  Company's

alleged   breach  of,  any  employment  provision,  contract   or

agreement, employee benefit plan, severance agreement,  incentive

plan,  stock  option  plan or agreement and/or  for  any  alleged

violation   of   any   provision  of  the  Louisiana   Employment

Discrimination Law, La. R.S. 23:301, et seq., the Louisiana  Wage

Statute, La. R.S. 23:631, et seq., the Employee Retirement Income

Security  Act  of  1974,  29  U.S.C.,  1001,  et  seq.,  the  Age

Discrimination  in  Employment Act of 1967,  29  U.S.C.  621,  et

seq.,  Title  VII  of  the Civil Rights Act of  1964,  42  U.S.C.

2000e, et seq., as amended, the Americans with Disabilities  Act,

42  U.S.C. 12101, et seq., the Fair Labor Standards Act of  1938,

29  U.S.C. 201, et seq., as well as any other federal,  state  or

local  civil  rights,  retaliation, pension or  welfare  benefit,

employment  discrimination,  employment  or  labor  laws,  and/or

contract or tort laws, and any and all other claims for  any  and

all  other monetary, legal and/or equitable relief which  are  or

may  be related to Lupberger's employment with the Company or the

termination of that employment.

      5.   Lupberger represents and warrants that no person other

than  Lupberger  is  entitled to assert any  claims  against  the

Released Parties based on or arising out of any rights or  claims

of  any kind or character alleged to belong to Lupberger in or as

a consequence of his employment with the Company, the termination

thereof,  or  Lupberger's  contacts and  relationships  with  the

Released  Parties.   These representations and  warranties  shall

survive  the  execution of this Agreement.   Lupberger  does  not

waive  claims  that  may arise after the date this  Agreement  is

fully  executed  and  which are based  on  acts  and/or  omission

occurring  after  the  date  this Agreement  is  fully  executed.

Lupberger  also  acknowledges that it is  his  responsibility  to

comply with the provisions of the Judgment dated March 23,  1998,

in the matter of Lupberger v. Lupberger, Case No. 97-16285, Civil

District  Court  for the Parish of Orleans, to  the  extent  said

Judgment  may pertain to any consideration set forth in paragraph

2 above.

       6.    Lupberger  hereby  agrees  to  defend  entirely   at

Lupberger's  own expense and to fully indemnify and forever  hold

harmless  the  Released Parties from any  and  all  such  claims,

causes  of  actions  or demands that may be brought  against  the

Released Parties by anyone in connection with any alleged  injury

or  damage claimed to result from Lupberger's employment with the

Company,  Lupberger's termination therefrom and any  relationship

between Lupberger and the Released Parties.

      7.    Lupberger  agrees that any payment or other  form  of

consideration  and other terms and conditions set forth  in  this

Agreement are in compromise and settlement of any disputed claims

relating  to the employment of Lupberger by the Company  and  the

termination  of  Lupberger's employment,  whether  said  disputed

claims  be  in tort, contract, or otherwise and that the  Company

expressly  denies  any and all liability for  any  and  all  such

disputed claims.

      8.    Lupberger agrees that he shall not institute, nor  be

represented  as  a party in, any lawsuit, charge, claim,  demand,

complaint  or other proceeding against or involving  the  Company

and/or the Released Parties based on Lupberger's employment  with

the Company, whether on an individual basis or class action basis

or  otherwise, with or in any administrative agency,  regulatory,

judicial or other forum, under any federal, state or local  laws,

rules,  regulations or upon any other basis, based upon  any  act

and/or  omission  occurring up to and  including  the  date  this

Agreement  is  fully executed and Lupberger  shall  not  seek  or

accept   any  award  or  settlement  from  any  such  source   or

proceeding.   If Lupberger institutes, is a party  to,  or  is  a

member  of any class that institutes any such action, Lupberger's

claims  shall  be  dismissed or class membership terminated  with

prejudice immediately upon the presentation and/or filing of this

Agreement  in such action; additionally, in that event, Lupberger

agrees  that he will pay the Company and/or the Released  Parties

their  costs, including reasonable attorney's fees, in  obtaining

such  dismissal  of  any  claims  or  termination  of  any  class

membership, other than the situation in which he is a  member  of

the class involuntarily.

      9.    This Agreement shall not be filed with any Court  and

the  parties  agree that this Agreement may not be introduced  in

any   proceeding,  except  (a)  to  establish  conclusively   the

settlement  and  release  of all potential  claims  by  Lupberger

against  the Company and/or the Released Parties, or a breach  of

this   Agreement,   or  (b)  as  required  by  applicable   laws,

regulations,   and  rules  including,  without  limitation,   any

disclosure   requirements  promulgated  by  the  Securities   and

Exchange  Commission, or which exist under  securities  laws;  or

(c) as ordered by any court, judicial, or administrative agency.

      10.  Lupberger and the Company agree to keep the facts  and

particulars  of  this Agreement confidential and  pledge  not  to

release any information concerning same to any person at any time

before or following the execution of this Agreement, except:  (a)

as required by law or lawful process; (b) to secure advice from a

legal  or  tax  advisor; (c) by Lupberger  only,  to  Lupberger's

immediate  family  or to Lupberger's last divorced  wife  or  her

attorneys; or (d) in a legal action or proceeding by Lupberger or

the  Released Parties to enforce the terms of the Agreement.   It

is  expressly agreed and understood that the provisions  of  this

paragraph are material terms of this Agreement.

      11.   Lupberger  agrees  that Lupberger  shall  assume  all

responsibility for and shall indemnify and hold Company  harmless

against  any and all claims, losses, damages, liabilities,  suits

and  actions, judgments, costs, penalties and expenses including,

but  not  limited to, reasonable attorney's fees  and  litigation

costs  and  expenses, resulting from any liability  or  claim  of

liability asserted by any federal, state or local authorities for

improper withholding or failure to pay taxes including,  but  not

limited to, federal and/or state income taxes and social security

and/or  Medicare taxes, with respect to any payment made pursuant

to this Agreement.  Lupberger's indemnity shall not extend to the

Company's share, if any, of social security, Medicare,  or  other

payroll  taxes  which are normally paid by an  employer  and  not

withheld from an employee's paycheck, to the extent applicable by

law.

      12.  Lupberger does not now seek, and agrees that Lupberger

will  not  in the future seek employment or reemployment  in  any

position  or capacity with the Company, except with the expressed

prior written consent of the Company acknowledging the effect  of

any  such reemployment on the terms of this Agreement.  Lupberger

acknowledges  and recognizes that Lupberger is not now  and  will

not in the future be eligible for reemployment by the Company and

that  any such application can be rejected pursuant to the  terms

of this Agreement.  Furthermore, Lupberger shall not, without the

prior  written consent of the Company which consent may be freely

withheld,  engage in any activity or employment that is  contrary

to  the  interests of the Company or, for a period of  two  years

after  August  1, 1998, which is in direct competition  with  any

business  or business units owned and operated by the Company  as

of the date of this Agreement in any place where the Company does

business  including, without limitation, any Parish in the  State

of Louisiana.

      13.   The  parties  agree that neither  Lupberger  nor  the

Company  will  engage in any communications of any  sort,  either

internally  or  with  or  to  third parties,  which  in  any  way

disparages  or tends to disparage the other, either as statements

of  opinion  or of fact. Lupberger shall not divulge, communicate

or  use to the detriment of the Company, or any of its affiliated

companies,  or  use for the benefit of any person or  entity,  or

misuse  in  any way, any confidential information or  proprietary

information  or  trade  secrets of the  Company  or  any  of  its

affiliated  companies,  including without  limitation  non-public

financial  information, know-how, formulae or other technical  or

operational data.  Lupberger agrees that any such information  or

data  he  has  acquired  was received  in  confidence  and  as  a

fiduciary of the Company or its affiliated companies.

     14.  Lupberger acknowledges that Lupberger was given twenty-

one  (21)  days to review this Agreement from the time  Lupberger

received the Agreement, and that Lupberger was advised to  review

the  Agreement with an attorney of Lupberger's choice.  Lupberger

has  seven  (7) days after signing this Agreement to  revoke  the

Agreement  by notifying the Company in writing and returning  any

payments  made  by  the Company pursuant to  paragraph  2.   Such

notice   should  be  sent  to:  Daniel  Lund,  Esq.,  Montgomery,

Barnett,  Brown,  Read,  Hammond &  Mintz,  L.L.P.,  3200  Energy

Centre, 1100 Poydras Street, New Orleans, Louisiana 70163-3200.

      15.   This  Agreement represents the complete understanding

between  the  parties  to the Agreement.  No  other  promises  or

agreements  shall  be  binding or shall  nullify  this  Agreement

unless reduced to writing and signed by the parties hereto, or by

counsel for and on behalf of the parties.  Lupberger affirms that

the  only  consideration for his signing  this  Agreement  is  as

stated herein, that no other promise or agreement of any kind has

been  made  to or with him by any person or entity whatsoever  to

cause  Lupberger  to execute this Agreement, and  that  Lupberger

fully  understands  the  meaning and  intent  of  this  Agreement

including,  but  no  limited to, its final  and  binding  effect.

Lupberger warrants that any attorney's fees or costs due or owing

any  attorneys for representation of Lupberger will  be  paid  in

full  by  Lupberger, and that Lupberger will defend  entirely  at

Lupberger's  own  expense and fully indemnify  and  forever  hold

harmless the Released Parties from any actions, claims or demands

against them by any attorney seeking attorney's fees or costs  in

connection with legal representation of Lupberger.

      16.   Lupberger further affirms that he has carefully  read

the  foregoing "Confidential Settlement Agreement and Receipt and

Release,"  knows  and  understands  the  contents  thereof,  that

Lupberger  executes same as his own free act and deed and  it  is

his  intention  that  he  be  legally bound  thereby.   Lupberger

further  affirms that his attorneys have carefully explained  the

terms,  conditions and final and binding effect of this Agreement

to   him,  answered  his  questions  fully,  and  that  Lupberger

indicated  to his attorneys that he understood the Agreement  and

its effect.

      17.  This Confidential Settlement Agreement and Receipt and

Release  may  be  executed  by  the  parties  hereto  in  several

counterparts, each of which when so executed shall be  deemed  to

be   an  original,  but  all  such  counterparts  shall  together

constitute  but  one and the same instrument, provided,  however,

that  this  act  shall not be effective as  to  any  party  until

executed by all parties.

      18.  In the event that any provision of this Agreement

is  deemed to be invalid by reason of the operation  of  any

law,  or  by reason of the interpretation placed thereon  by

any   court,  this  Agreement  shall  be  construed  as  not

containing  such provision and any and all other  provisions

hereof which otherwise are lawful and valid shall remain  in

full force and effect.

      IN  WITNESS WHEREOF, the undersigned have hereunto set

their hands this       day of              , 1998.

WITNESSES:

                                   EDWIN A. LUPBERGER



                                   ENTERGY CORPORATION AND
                                   ENTERGY SERVICES, INC.


                                   BY:
                                        DULY AUTHORIZED


<PAGE>

STATE OF LOUISIANA

PARISH OF ORLEANS

                        VERIFICATION

     BEFORE ME, the undersigned Notary, personally came and
appeared,

                     EDWIN A. LUPBERGER

who, after being duly sworn, did depose and say:

     I have read the foregoing Confidential Settlement

Agreement and Receipt and Release and understand the terms

thereof.  I have consulted my attorney with regard to this

Agreement.  By my signature below, I affirm that I have

signed the foregoing Agreement as my free act and deed for

the purposes stated therein.




                                   EDWIN A. LUPBERGER


SWORN TO AND SUBSCRIBED
BEFORE ME, NOTARY PUBLIC,
THIS              DAY OF
               , 1998.




         NOTARY PUBLIC




<PAGE>

STATE OF LOUISIANA

PARISH OF ORLEANS

                        VERIFICATION

     BEFORE ME, the undersigned Notary, personally came and
appeared,

                   ANTHONY J. CORRERO, III

who, after being duly sworn, did depose and say:

     As counsel for Edwin A. Lupberger, I hereby certify

that I have explained the foregoing Confidential Settlement

Agreement and Receipt and Release to my client and that he

understands and voluntarily agrees to its provisions.  By

signature below, I affirm that the items of consideration

set forth in paragraph 3 of the Agreement represent

consideration for a full and final settlement of any and all

claims Lupberger may have against the Released Parties

including, but not limited to, claims for attorney's fees

and costs.  By signature below, I hereby waive any and all

claims against the above-described Released Parties for any

attorney's fees or costs due or owing myself or my firm as a

result of legal representation in this matter.  By signature

below, I agree that I will not disclose to any person or

entity the fact or contents of this Agreement or the

considerations therefor except as specifically provided for

in the Agreement.




                                   ATTORNEY FOR LUPBERGER


SWORN TO AND SUBSCRIBED
BEFORE ME, NOTARY PUBLIC,
THIS             DAY OF
         , 1998.




         NOTARY PUBLIC



   						   Exhibit 10(a)77

                  [Letterhead of Jerry L. Maulden]
                                  
                  as amended on September 18, 1998
                                  


March 19, 1998

Mr. Edwin A. Lupberger
Chairman and CEO
Mail Unit: L-ENT-28B

Dear Ed:

The purpose of this letter is to record the compensation and benefits
package Entergy Corporation and/or its Subsidiaries ("the Company")
is to provide to me as a result of my announcing my retirement in
March 1999, and begin receiving early retirement benefits, effective
April 1, 2000.

The following is my understanding of the retirement package that you
and I have agreed upon.

A) Between Now and March 31,1999:

1 will continue to perform my duties as Vice Chairman for which I
will continue to receive a compensation, incentives (i.e., Executive
Annual Incentive Plan, Long Term Incentive Plan and Equity Ownership
Plan), and employee benefits commensurate with the position of Vice
Chairman.

B) Between April 1, 1999 and my early retirement, effective April 1,
2000:

1. I will serve as Vice Chairman or as assigned by Entergy C
   orporation's Chairman and CEO; but, I will be relieved of all my
   organizational responsibilities and begin my transition toward
   retirement;

2. I will continue to occupy my present office, receive the Base
   Salary that is in effect on April 1, 1999, incentives
 (i.e.,
   Executive Annual Incentive Plan, Long Term Incentive Plan and
   Equity Ownership Plan), and employee benefits.

3. The Company irrevocably accepts this letter as my formal request
   for Early