___________________________________________________________________________
                                     
                               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, 1999

          OR

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

          For the transition period from ____________ to ____________

Commission      Registrant, State of Incorporation,    IRS Employer
File Number     Address of Principal Executive         Identification No.
                Offices and Telephone Number           
1-11299         ENTERGY CORPORATION                    72-1229752
                (a Delaware corporation)               
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 576-4000               
                                                       
1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                       
1-2703          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)              
                4809 Jefferson Highway                 
                Jefferson, Louisiana 70121             
                Telephone (504) 840-2734               
                                                       
0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 368-5000               
                                                       
0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)              
                1600 Perdido Building                  
                New Orleans, Louisiana 70112           
                Telephone (504) 670-3674               
                                                       
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 368-5000               
                                                       
___________________________________________________________________________



<PAGE>

<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 - 236,145,752        New York Stock Exchange, Inc.
                                  shares outstanding at February 29, 2000          Chicago Stock Exchange Inc.
                                                                                   Pacific Exchange Inc.
                                                                                   
Entergy Arkansas Capital I      8-1/2% Cumulative Quarterly Income Preferred       New York Stock Exchange, Inc.
                                  Securities, Series A                             
                                                                                   
Entergy Gulf States, Inc.       Preferred Stock, Cumulative, $100 Par Value:
                                  $4.40 Dividend Series                            New York Stock Exchange, Inc.
                                  $4.52 Dividend Series                            New York Stock Exchange, Inc.
                                  $5.08 Dividend Series                            New York Stock Exchange, Inc.
                                  Adjustable Rate Series B (Depository Receipts)   New York Stock Exchange, Inc.
                                                                                   
                                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, $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 $4.8 billion based on the reported
last  sale  price of such stock on the New York Stock Exchange on  February
29, 2000.  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  12,
2000, 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                                              35

     Item   3. Legal Proceedings                                       35

     Item   4. Submission of Matters to a Vote of Security Holders     35
               Directors and Executive Officers of Entergy Corporation 35

Part II

     Item   5. Market for Registrants' Common Equity and Related
                Stockholder Matters                                    38

     Item   6. Selected Financial Data                                 39

     Item   7. Management's Discussion and Analysis of Financial
                Condition and Results of Operations                    39

     Item   7A.Quantitative and Qualitative Disclosures
                About Market Risk                                      39

     Item   8. Financial Statements and Supplementary Data             40

     Item   9. Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosure                195

Part III

     Item 10.  Directors and Executive Officers of the Registrants    195

     Item 11.  Executive Compensation                                 198

     Item 12.  Security Ownership of Certain Beneficial Owners and
                Management                                            207

     Item 13.  Certain Relationships and Related Transactions         210

Part IV

     Item 14.  Exhibits, Financial Statement Schedules, and
                Reports on Form 8-K                                   211
Signatures                                                            212
Report of Independent Accountants on Financial Statement Schedules    220
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, the risk of owning and operating  nuclear
plants,  fuel prices and availability, regulatory decisions and the effects
of  changes in law, litigation results, capital spending requirements,  the
evolution  of  competition, changes in technology,  changes  in  accounting
standards,  changes  in capital structure and ownership  of  assets,  risks
associated  with  the  electricity  and  other  energy  commodity  markets,
interest  rate changes and changes in financial markets generally,  changes
in foreign currency exchange rates, 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
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
Board               Board of Directors of Entergy Corporation
Boston Edison       Boston Edison Company
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,  and  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
ENHC                Entergy Nuclear Holding Company
EPA                 Environmental Protection Agency
EPAct               Energy Policy Act of 1992
EPDC                Entergy Power Development Corporation
EPMC                Entergy Power Marketing Corporation
ET&M                Entergy Trading and Marketing, Ltd.
ETHC                Entergy Technology Holding Company
EWG                 Exempt wholesale generator under PUHCA
Entergy             Entergy Corporation and its various direct and indirect
                    subsidiaries
Entergy Arkansas    Entergy Arkansas, Inc.
Entergy Corporation Entergy Corporation, a Delaware corporation
Entergy Gulf States Entergy  Gulf States, Inc., including its wholly  owned
                    subsidiaries   -  Varibus  Corporation,  GSG&T,   Inc.,
                    Prudential  Oil & Gas, Inc., and Southern Gulf  Railway
                    Company


<PAGE>
                          DEFINITIONS (Continued)
                                     

Abbreviation or Acronym      Term

Entergy London      Entergy London Investments plc, formerly Entergy  Power
                    UK  plc  (including its wholly owned subsidiary, London
                    Electricity  plc), which was sold by Entergy  effective
                    December 4, 1998
Entergy Louisiana   Entergy Louisiana, Inc.
Entergy Mississippi Entergy Mississippi, Inc.
Entergy New Orleans Entergy New Orleans, Inc.
Entergy Nuclear     Entergy Nuclear, Inc.
Entergy 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
Grand Gulf 1 and 2  Units  1  and 2 of Grand Gulf Steam Electric Generating
                    Station (nuclear), 90% owned or leased by System Energy
GWH                 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
KV                  kilovolt
KW                  kilowatt
KWH                 kilowatt-hour(s)
London Electricity  London  Electricity plc - a regional  electric  company
                    serving  London, England, which was acquired by Entergy
                    London  effective February 1, 1997,  and  was  sold  by
                    Entergy effective December 4, 1998
LDEQ                Louisiana Department of Environmental Quality
LPSC                Louisiana Public Service Commission
MCF                 1,000 cubic feet of gas
Merger              The    combination    transaction,    consummated    on
                    December 31, 1993, by which Entergy Gulf States  became
                    a subsidiary of Entergy Corporation
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

NRC                 Nuclear Regulatory Commission
Pilgrim             Pilgrim  Nuclear  Station, 670 MW facility  located  in
                    Plymouth,  Massachusetts purchased in  July  1999  from
                    Boston  Edison  by Entergy's non-utility nuclear  power
                    business
PRP                 Potentially Responsible Party (a person or entity  that
                    may  be  responsible for remediation  of  environmental
                    contamination)
PUCT                Public Utility Commission of Texas
PUHCA               Public Utility Holding Company Act of 1935, as amended



<PAGE>
                          DEFINITIONS (Concluded)
                                     

Abbreviation or Acronym      Term

PURPA               Public Utility Regulatory Policies Act of 1978
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)
SEC                 Securities and Exchange Commission
SFAS                Statement    of    Financial   Accounting    Standards,
                    promulgated by the FASB
SMEPA               South Mississippi Electric Power Agency, which owns the
                    remaining 10% interest in Grand Gulf 1
System Agreement    Agreement,  effective  January 1,  1983,  as  modified,
                    among  the domestic utility companies relating  to  the
                    sharing   of   generating  capacity  and  other   power
                    resources
System Energy       System Energy Resources, Inc.
System Fuels        System Fuels, Inc.
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, 100% owned or  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  operations, power marketing and trading, global power development,
and  domestic non-utility 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 generally limits registered  public
utility holding company activity to domestic integrated utility businesses,
domestic   and  foreign  electric  generation  ventures,  foreign   utility
ownership,  telecommunications  and  information  service  businesses,  and
certain  other  domestic energy related businesses.  Financial  information
regarding Entergy Corporation's operating segments is contained in Note  14
to the financial statements.

Domestic Utility Operations

      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,  1999,  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 1999, the domestic
utility companies' combined retail electric sales as a percentage of  total
electric  sales  were:  residential  -  27.8%;  commercial  -  21.6%;   and
industrial  -  39.5%.  Retail electric revenues from  these  sectors  as  a
percentage of total electric revenues were: residential - 35.6%; commercial
-  24.0%;  and  industrial  - 30.0%.  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,  a  Delaware corporation  wholly-owned  by  Entergy
Corporation,   provides  management,  administrative,  accounting,   legal,
engineering,   and  other  services  primarily  to  the  domestic   utility
subsidiaries  of  Entergy  Corporation.   Entergy  Operations,  a  Delaware
corporation,  is  also  wholly-owned by Entergy  Corporation  and  provides
nuclear management, operations and maintenance services under contract  for
ANO,  River  Bend,  Waterford 3, and Grand Gulf 1,  subject  to  the  owner
oversight of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,  and
System  Energy, respectively.  Entergy Arkansas, Entergy Louisiana, Entergy
Mississippi,  and  Entergy  New  Orleans  own  35%,  33%,  19%,  and   13%,
respectively, of the common stock of System Fuels, a Louisiana  corporation
that implements and manages certain programs to procure, deliver, and store
fuel  supplies for those companies.  Entergy Services, Entergy  Operations,
and  System Fuels provide their services to the domestic utility  companies
and  System  Energy  on an "at cost" basis, pursuant to service  agreements
approved   by  the  SEC  under  PUHCA.   Information  regarding   affiliate
transactions is contained in Note 13 to the financial statements.

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

Power Marketing and Trading

      Entergy  conducts its power marketing and trading business  primarily
through  three subsidiaries, Entergy Power, EPMC, and ET&M.  Entergy  Power
is  a  domestic power producer that owns 665 MW of fossil-fueled generation
assets located in Arkansas.  Entergy Power's capacity and energy is sold at
wholesale  principally  to  EPMC  and Entergy  Arkansas.   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.   ET&M  is  engaged  in  the
marketing  and trading of physical and financial energy commodity  products
in the UK.  Entergy has announced its intent to combine the power marketing
and  trading business with the global power development business  beginning
in  2000,  and  the  combined businesses will be called  Entergy  Wholesale
Operations.

Global Power Development

     Entergy's global power development business is focused on acquiring or
developing  power generation projects in North America and  Western  Europe
and  will evaluate potential opportunities in Latin 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, 375 MW                   25%       operational
Pakistan - Hub River, 1,200 MW                5%       operational
Peru - Edegel - 833 MW                       24%       operational
United Kingdom - Saltend, 1,200 MW          100%       under construction
United Kingdom - Damhead Creek, 800 MW      100%       under construction

Entergy's  global power development business has several other  development
projects  in  the planning stages, including projects in Texas,  Louisiana,
Mississippi, Spain, and Bulgaria.  Fairfield is a planned 1,000 MW combined
cycle  gas  turbine  merchant power plant to be constructed  in  Fairfield,
Texas, adjacent to Entergy Gulf States' service territory.  Riverside is  a
planned  425  MW  combined  cycle  gas turbine  cogeneration  plant  to  be
constructed in Lake Charles, Louisiana.  Riverside is expected to be  owned
50%  by  Entergy's  global  power  development  business  and  50%  by  PPG
Industries,  an  industrial customer of Entergy  Gulf  States.   A  300  MW
combined-cycle  gas turbine merchant power plant is in the planning  stages
for  construction in Vicksburg, Mississippi.  An 800 MW combined cycle  gas
turbine  merchant  power plant is in the planning stages  for  construction
near  Castelnou,  Spain.  Entergy plans to work with the National  Electric
Company  of Bulgaria to modernize and upgrade Maritza East III, an  840  MW
coal-fired  power  plant  located  in Bulgaria.   In  preparation  for  its
development plans, Entergy has obtained an option to acquire turbines  from
GE  Power  Systems.  See "CAPITAL REQUIREMENTS AND FUTURE FINANCING"  below
for further information on the turbines.

     Entergy  divested the 24 MW Nantong project in China in 1999 and  does
not  intend to pursue further developments in Asia.  In June 1999,  Entergy
sold  its  5%  interest  in  Edesur, S.A., which  is  the  retail  electric
distribution company for the southern part of Buenos Aires, Argentina.

Domestic Non-Utility Nuclear Operations

      Entergy's  domestic non-utility nuclear power business is focused  on
acquiring  nuclear  power  plants and providing operations  and  management
services  to  nuclear power plants owned by other utilities in  the  United
States.    Plant  acquisitions  are  made  through  Entergy's  wholly-owned
subsidiary,  ENHC,  and  operations  and  management  services,   including
decommissioning   services,   are  provided   by   Entergy's   wholly-owned
subsidiary,  Entergy Nuclear.  In July 1999, Entergy acquired  the  670  MW
Pilgrim  Nuclear  Station  located in Plymouth, Massachusetts  from  Boston
Edison.   The  facility  has  firm total output power  purchase  agreements
(PPAs)  with Boston Edison and other utilities that expire at  the  end  of
2004.   One hundred percent of the plant output is committed through  2001,
which decreases to 50% by 2003.

     Entergy's  nuclear business has an outstanding offer to the  New  York
Power  Authority  (NYPA)  for the acquisition of NYPA's  825  MW  James  A.
FitzPatrick  nuclear power plant located near Oswego, New York  and  NYPA's
980  MW  Indian Point 3 nuclear power plant located in Westchester  County,
New  York.  On February 24, 2000, NYPA received a competing offer  for  the
purchase  of  these  plants.  It is anticipated  that  the  NYPA  Board  of
Trustees will meet in mid to late March to consider the offers. If Entergy's
offer  is  accepted,  management expects to close the  acquisition  by  the
fourth quarter of 2000.
     
     In  December 1999, Entergy signed an agreement with Rochester Gas  and
Electric  (RG&E) to lease and operate the Nine Mile Point 1 and  2  nuclear
power  plants, totaling 1,754 MW, located in Scriba, New York.   Nine  Mile
Point  1  is owned by Niagara Mohawk Power Corporation (Niagara), and  Nine
Mile  Point 2 is co-owned by RG&E, Niagara, New York State Electric  &  Gas
Corporation (NYSEG), Long Island Lighting Company (doing business as LIPA),
and  Central  Hudson Gas & Electric Corporation.  The lease  and  operating
agreement  is  subject to RG&E's ability to close on its  exercise  of  its
right of first refusal to acquire Niagara's and NYSEG's ownership interests
in  the  plants  and is subject to approval by the New York Public  Service
Commission  (NYPSC).  Niagara and NYSEG filed a proceeding with  the  NYPSC
for the sale of their ownership interests to a third party.  Entergy's non-
utility nuclear business intervened as a party to the NYPSC proceeding.  In
that  proceeding, the staff of the NYPSC has stated that  it  will  explore
various  alternatives for the future ownership and operation  of  the  Nine
Mile plants.

      Entergy Nuclear provides services to plants owned by other utilities,
including   engineering,  operations  and  maintenance,  fuel  procurement,
management  and supervision, technical support and training, administrative
support,  and other managerial or technical services required  to  operate,
maintain,  and  decommission nuclear electric power facilities.   Currently
Entergy  is  providing decommissioning services for the  Maine  Yankee  and
Millstone  Unit  1  nuclear power plants.  The cost of decommissioning  and
insuring the plants that Entergy provides decommissioning services for  are
the responsibility of the plant owners.

Business Sales

      In January 1999, Entergy disposed of its security monitoring business
which  operated  primarily in North and South Carolina,  Alabama,  Florida,
Georgia, Mississippi, Louisiana, and Texas.  In June 1999, Entergy disposed
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 Investment Restrictions and Risks

      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  Entergy   Corporation's   aggregate
investment in domestic and foreign generation businesses to an amount equal
to 50% of consolidated retained earnings at the time an investment is made.
Using the proceeds from the sale of electric distribution businesses in the
UK  and  Australia  in  1998, Entergy has the ability to  make  significant
additional  investments  in  domestic  and  foreign  generation  businesses
without the need of further investment by Entergy Corporation.

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

      Selected  domestic  utility customers and sales  data  for  1999  are
summarized in the following tables:

                                                               Customers as of
                                                              December 31, 1999
                              Area Served                       Electric   Gas
                                                                (In Thousands)

Entergy Arkansas        Portions of Arkansas and Tennessee         638       -
Entergy Gulf States     Portions of Texas and Louisiana            669      89
Entergy Louisiana       Portions of Louisiana                      635       - 
Entergy Mississippi     Portions of Mississippi                    395       -
Entergy New Orleans     City of New Orleans, except Algiers,
                         which is provided electric service
                         by Entergy Louisiana                      185     146
                                                                 -----    ----

  Total customers                                                2,522     235
                                                                 =====    ====
     


<TABLE>
<CAPTION>     
        1999 - Selected Domestic Utility Electric Energy Sales Data

                        Entergy    Entergy     Entergy     Entergy      Entergy    System
                       Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy   Entergy (a)
                                                    (In GWH)

<S>                      <C>        <C>         <C>         <C>           <C>        <C>      <C> 
Electric Department:
  Sales to retail
   customers             18,664     34,348      29,095      12,518        5,895          -    100,519
  Sales for resale:
    Affiliates            7,592        677         415       1,774          441      7,567          -
    Others                4,868      3,408         831         426          180          -      9,714
                         ----------------------------------------------------------------------------
      Total              31,124     38,433      30,341      14,718        6,516      7,567    110,233
Steam Department:
  Sales to steam
   products customer          -        464           -           -            -          -        464
                         ----------------------------------------------------------------------------
      Total              31,124     38,897      30,341      14,718        6,516      7,567    110,697
                         ============================================================================
Average use per
 residential customer
 (KWH)                   11,955     15,322      15,033      14,180       12,674          -     14,034
                         ============================================================================

</TABLE>

(a)  Includes the effect of intercompany eliminations.

                  1999 - Selected Natural Gas Sales Data

      Entergy  New  Orleans  and Entergy Gulf States  sold  15,106,716  and
6,064,879  MCF, respectively, of natural gas to retail customers  in  1999.
For  the  periods  ended December 31, 1999, 1998, and 1997,  revenues  from
natural  gas operations were not material for Entergy Gulf States.  Entergy
New  Orleans'  products  and  services are  discussed  below  in  "BUSINESS
SEGMENTS."

      Refer  to "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF  ENTERGY
CORPORATION  AND  SUBSIDIARIES,  ENTERGY  ARKANSAS,  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, 1999, Entergy had 12,375 employees as follows:

                Full-time:
                  Entergy Corporation                -
                  Entergy Arkansas               1,490
                  Entergy Gulf States            1,595
                  Entergy Louisiana                833
                  Entergy Mississippi              811
                  Entergy New Orleans              362
                  System Energy                      -
                  Entergy Operations             3,249
                  Entergy Services               2,772
                  Other subsidiaries             1,102
                                                ------
                    Total Full-time             12,214
                  Part-time                        161
                                                ------
                    Total Entergy               12,375
                                                ======

Competition

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

     Major changes in the retail utility business are now occurring in some
parts  of  the United States, including states in which Entergy's  domestic
utility companies operate.  Both Texas and Arkansas adopted legislation  in
1999  aimed  at  separating  ("unbundling") traditional  integrated  public
utilities into distinct distribution, transmission, generation, and various
types  of retail marketing businesses and introducing competition into  the
generation component of utility service.  Other jurisdictions in which  the
Entergy  domestic utility businesses operate have yet to decide whether  to
embrace retail competition and utility unbundling, but each of these  other
jurisdictions is studying the matter.

      It  is anticipated that changes in the retail electricity markets  in
the  Entergy system will take place over a number of years, and it  is  not
necessarily   the  case  that  regulators  or  legislators   in   different
jurisdictions will coordinate their changes.  In some cases, actions by one
jurisdiction may even come into conflict with actions by another,  creating
mutually   incompatible  obligations  for  public  utilities  and   holding
companies,  including the Entergy system.  It is too  early  to  accurately
predict all of the effects of the changes that are beginning to take  place
in the retail energy market.  However, it is anticipated that these changes
will  result  in fundamental alterations in the way traditional  integrated
utilities  and  holding  company systems, like  Entergy  and  its  domestic
utility companies, conduct their business.  Some of these alterations  will
be positive for Entergy and its affiliates, while others will not be.

      These  changes will likely result in increased costs associated  with
utility  unbundling and transitioning to new organizational structures  and
ways  of  conducting business.  It is possible that the new  organizational
structures  that will be required will result in lost economies  of  scale,
less  beneficial  cost sharing arrangements within utility holding  company
systems,  and,  in  some cases, greater difficulty and  cost  in  accessing
capital.

      Utilities, including the domestic utility companies, may be  required
or encouraged to sell generating plants or interests therein, or the output
from  such plants.  They also may be required or encouraged to sell or turn
over  operating  and management responsibility for some  or  all  of  their
transmission  systems to independent parties.  In the case of the  domestic
utility  companies,  this would cause a fundamental  shift  away  from  the
operation  of  their  electric generation and  transmission  assets  as  an
integrated  system  supporting utility service  throughout  their  combined
service territories.

     As a result of restructuring, Entergy's domestic utility companies may
no  longer be able to apply regulated utility accounting principles to some
or  all  of their operations, and they may be required to write off certain
regulatory assets or recognize asset impairments.

      There  are  a  number of other changes that may  result  from  retail
competition and unbundling, including but not limited to changes  in  labor
relations,    management    and    staffing,    environmental    compliance
responsibility, and other aspects of the utility business.

      "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 status of the transition to  a  more  competitive
utility business environment for the domestic utility companies.

                 CAPITAL REQUIREMENTS AND FUTURE FINANCING

      For  the years 2000 through 2004, Entergy plans to spend $9.8 billion
in  a  capital investment plan focused on improving service at the domestic
utility  companies  and  growing its global power development  and  nuclear
operations  businesses.   The estimated allocation  in  the  plan  is  $4.2
billion to the domestic utility companies, $3.9 billion to the global power
development business, and $1.7 billion to the nuclear operations  business.
The capital investment plan is subject to modification based on the ongoing
effects  of  transition to competition planning and the ability to  recover
the regulated utility costs in rates.  Additionally, the plan is contingent
upon  Entergy's  ability  to access the capital necessary  to  finance  the
planned  expenditures,  and significant borrowings  may  be  necessary  for
Entergy   to   implement  these  capital  spending   plans.    Construction
expenditures (including environmental expenditures and AFUDC, but excluding
nuclear  fuel)  for  Entergy are estimated at $1.5 billion  in  2000,  $1.7
billion  in  2001, and $1.8 billion in 2002.  Included in these totals  are
estimated construction expenditures for the domestic utility companies  and
System Energy as follows:

                           2000      2001      2002     Total
                                     (In Millions)

Entergy Arkansas           $350      $248      $188      $786
Entergy Gulf States         298       269       204       771
Entergy Louisiana           202       188       162       552
Entergy Mississippi         115       122       123       360
Entergy New Orleans          50        46        45       141
System Energy                39        20        12        71

     The domestic utility companies' anticipated spending is focused mainly
on  (i)  distribution and transmission projects that will support continued
reliability  improvements; (ii) return to service  of  generation  stations
that have been held in reserve shutdown status; and (iii) transitioning  to
a  more  competitive environment.  Projected construction expenditures  for
the  replacement  of ANO 2's steam generators, which is scheduled  for  the
third  quarter of 2000, 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. Entergy, in addition to meeting construction
expenditure requirements, must meet scheduled long-term debt and  preferred
stock maturities and cash sinking fund requirements.  Entergy's capital and
financing requirements and available lines of credit are discussed in Notes
4,  5,  6,  7,  9, and 10 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;   labor,
equipment, materials, and capital costs; modifications to generating  units
to meet regulatory requirements; and the transition to competition.

      Entergy's global power development business is currently constructing
two combined-cycle gas turbine merchant power plants in the UK.  Saltend, a
1,200  MW plant, will provide steam and electricity to BP Chemicals' nearby
complex  with  the remaining electricity to be sold into  the  UK  national
power  pool.   Approximately  75 MW of the capacity  will  be  sold  to  BP
Chemicals  under a PPA with a term of 15 years.  Originally  scheduled  for
commercial operation in January 2000, Saltend's completion has been delayed
due  to construction problems at the site.  The construction contractor has
submitted  a revised construction schedule after substantial analysis,  and
currently estimates a phased-in completion of the three-unit plant with the
full plant in service by June 30, 2000.  The total cost of this project  is
currently estimated to be approximately $824 million.  The second plant  is
an  800  MW  facility  known as Damhead Creek.  It  is  expected  to  begin
commercial  operation in the fourth quarter of 2000.  Management  estimates
the  total  cost  of  this  project  at approximately  $582  million.   The
financing  of  the construction of these two power plants is  discussed  in
Note 7 to the financial statements.

      In October 1999, Entergy's global power development business obtained
an  option  to acquire twenty-four GE7FA advanced technology gas  turbines,
four  steam  turbines,  and eight GE7EA advanced technology  gas  turbines.
Delivery  of  the turbines is scheduled for 2001 through 2004.   The  total
cost  of the turbines, including long-term service agreements with GE Power
Systems,  is approximately $2.0 billion.  The turbines are expected  to  be
used  in  future  generation  projects.  Management  anticipates  that  the
acquisition of these turbines will be funded by a combination  of  cash  on
hand,  project financing, and other external financing.  Payments scheduled
for  the  acquisition  of these turbines are $273  million  in  2000,  $415
million in 2001, and $311 million in 2002.

      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 assets.

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

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

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

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

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

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

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

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

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

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

Capital Funds Agreement (Entergy Corporation and System Energy)

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

      Entergy  Corporation  has  entered into various  supplements  to  the
Capital Funds Agreement.  System Energy has assigned its rights under  such
supplements  as security for its first mortgage bonds and for reimbursement
obligations to certain banks providing letters of credit in connection with
the equity funding of the sale and leaseback transactions described in Note
10   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  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)

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

     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.  In August 1997,  the
FERC  decided that retroactive refunds should not be ordered and  that  the
System  Agreement  should be amended to allow out-of-service  units  to  be
included  in reserve equalization.  Appeals made by the LPSC and  the  MPSC
were denied in 1999.

     In  March 1995, the LPSC filed a complaint with FERC alleging that the
System  Agreement  results  in  unjust and unreasonable  rates.   The  LPSC
requested that FERC 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 found that the LPSC's claim  that
the  System  Agreement  is unjust and unreasonable was  without  merit  and
dismissed  the  LPSC's complaint.  The FERC confirmed  this  finding  in  a
September 1997 order denying the LPSC's request for rehearing.  On  appeal,
the  D.C.  Circuit  remanded the matter to FERC for further  consideration,
including the taking of evidence.  A procedural schedule has not  been  set
by  FERC, and no assurance can be given as to the timing or outcome of this
proceeding.

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  1996  FERC  issued two orders designed to implement  open  access
transmission  for wholesale customers by allowing third party suppliers  to
transmit  energy to customers over transmission facilities owned  by  other
companies.  Order No. 888 requires all public utilities regulated  by  FERC
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.  Order Nos. 888 and 889 led to open  access
transmission  and  an  increase  in marketing  and  trading  activities  by
utilities  and  power marketers, which intensified competition  within  the
wholesale power market.

     In July 1996, in order to comply with FERC Order No. 888, the domestic
utility companies filed an open access transmission tariff which superseded
the  October  1994  tariffs.  In January 1997, FERC accepted  the  non-rate
terms   and  conditions  of  the  July  1996  tariff,  subject  to  limited
modifications.   In  March  1997 FERC issued  Order  No.  888-A  addressing
rehearing  requests  from Order No. 888 and directing public  utilities  to
file  revised tariffs to reflect the new requirements established in  Order
No.  888-A.   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.

      In  October  1998,  FERC issued an order addressing  the  outstanding
tariff  rate  and market power issues. The order stipulated that  Entergy's
open access transmission tariff mitigated any transmission market power and
determined that no further action is needed in the investigation of Entergy
Power's   market   pricing  authority.   The  order  also   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, finding that the facilities were not  integrated
with  and  did  not  support Entergy's transmission system.   Requests  for
rehearing  or  clarification of the October 1998 order are  pending  before
FERC.

      FERC  policy  strongly favors independent control  over  transmission
operations as a means of enhancing competitive wholesale power markets.  In
response  to  this  policy, Entergy 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 and other members
          who transfer assets, which will not control or otherwise direct its
          operation and management.

      In  July  1999, FERC responded to Entergy's proposal.  FERC concluded
that passive ownership of a Transco by a generating company or other market
participant   could  meet  FERC's  current  independence   and   governance
requirements, provided the Transco is structured to address certain  issues
and  concerns raised by FERC.  The issues and concerns identified  by  FERC
relate to:
  
     o    the selection process for the Transco's board of directors;
     o    the Transco board's fiduciary obligations to the member companies;
     o    the ability of the Transco to raise additional capital; and
     o    restrictions on transactions between the Transco and the  member
          companies.
     
     Management expects to make additional filings with federal, state, and
local  regulatory authorities addressing these and other issues and seeking
necessary  approvals for the formation of the Transco.   If  approved,  the
Transco would likely become operational in 2001.

      In  a rulemaking that will affect the Transco, FERC issued Order 2000
in   December  1999.   Order  2000  calls  for  owners  and  operators   of
transmission  lines  in  the  United States to join  regional  transmission
organizations  ("RTOs") on a voluntary basis.  Order 2000  requires  public
utilities  that own, operate, or control interstate transmission facilities
to  file  by October 15, 2000 a proposal for how they intend to participate
in an RTO or, alternatively, to describe the steps they have taken to do so
or  the  reasons why it is not feasible to participate in an  RTO.   FERC's
Order 2000 requires that RTOs be effective no later than December 15, 2001.

      FERC  is  maintaining flexibility as to the structure of  RTOs.   For
example, it appears that RTOs may be for-profit or not-for-profit  and  may
be  organized  as  joint  ventures  or legal  entities  of  various  types.
However,  RTOs  will  be required, among other things,  to  be  independent
market   participants,  to  have  sufficient  regional  scope  to  maintain
reliability  and efficiency, to be non-discriminatory in granting  service,
and  to  maintain  operational  control over  their  regional  transmission
systems.

     The Transco, an independent, for-profit transmission company which has
already  been  proposed  to  FERC  by the domestic  utility  companies,  is
Entergy's  preferred  approach  for  complying  with  FERC's  Order   2000.
However,  Entergy  is also exploring other means for complying  with  Order
2000.

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 associated with one or more of the plants.  Entergy New
Orleans' phase-in plan expires in 2001.

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

      The  domestic utility companies have initiated proceedings with state
and  local regulators regarding transition to a more competitive market for
electricity.   In  addition, retail open access laws have been  enacted  in
Arkansas and Texas.  These matters are discussed more thoroughly in Note  2
to the financial statements.

Entergy Arkansas

Retail Rate Proceedings

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

Recovery of Grand Gulf 1 Costs

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

Fuel Recovery

     Entergy Arkansas' rate schedules include an energy cost recovery rider
to  recover 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'  material retail rate  proceedings  that  were
resolved  during  the past year, are currently pending, or  affect  current
year  results  are  discussed in Note 2 to the  financial  statements.   In
addition,  the  1999 agreement that settled Entergy Gulf States'  1996  and
1998  rate proceedings, which is currently under appeal, and various  other
matters is discussed in Note 2 to the financial statements.

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 which have been  held
in  abeyance  since  1988.   Entergy Gulf States has  appealed  the  PUCT's
decision  on  this  matter  to  a  Texas District  Court.   The  settlement
agreement  mentioned above addresses the treatment of abeyed  plant  costs,
and,  as a result, Entergy Gulf States removed the reserve for these  costs
and  reduced  the  plant  asset  in 1999.   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 costs are discussed  in  more
detail in Note 2 to the financial statements.

Fuel Recovery

      Entergy Gulf States' Texas rate schedules include a fixed fuel factor
to recover fuel and purchased power costs not recovered in base rates.  The
settlement  agreement mentioned above established a methodology  for  semi-
annual  revisions of the fixed fuel factor in March and September based  on
the  market  price  of  natural gas.  This agreement is  effective  through
December 2001 or until otherwise ordered by the PUCT.  To the extent actual
costs  vary from the fixed fuel factor, refunds or surcharges are  required
or permitted.  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  in  the  second prior month, adjusted by a surcharge or  credit  for
deferred  fuel  expense arising from the monthly reconciliation  of  actual
fuel  costs incurred with fuel revenues billed to customers.  The LPSC  and
the  PUCT fuel cost reviews that were resolved during the past year or  are
currently pending are discussed in Note 2 to the financial statements.

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

Entergy Louisiana

Retail Rate Proceedings

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

Recovery of Grand Gulf 1 Costs

      In a series of LPSC orders, court decisions, and agreements from late
1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to
costs associated with Entergy Louisiana's share of capacity and energy from
Grand  Gulf 1, subject to certain terms and conditions.  In November  1988,
Entergy Louisiana agreed to retain, and not recover from retail ratepayers,
18%  of  its 14% share 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

      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 costs incurred with fuel cost revenues billed
to  customers.   In  May 1999, the LPSC issued an order  requiring  Entergy
Louisiana to realign approximately $15.9 million of certain fuel costs from
the fuel adjustment clause to base rates.

Entergy Mississippi

Retail Rate Proceedings

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

Performance-Based Formula Rate Plan

      Under  its performance-based formula rate plan, Entergy Mississippi's
earned  rate  of  return is calculated automatically every  12  months  and
compared to and adjusted against a benchmark rate of return.  The benchmark
is  calculated under a separate formula within the formula rate plan.   The
formula rate plan allows for periodic small adjustments in rates based on a
comparison  of actual earned returns to benchmark returns and upon  certain
performance factors.  The formula rate plan filing for the 1998  test  year
is  discussed in Note 2 to the financial statements.  The formula rate plan
filing for the 1999 test year will be submitted in March 2000.

Fuel Recovery

      Entergy  Mississippi's rate schedules include an energy cost recovery
rider  to  recover  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'  material retail rate  proceedings  that  were
resolved  during  the past year, are currently pending, or  affect  current
year results are discussed in Note 2 to the financial statements.

Recovery of Grand Gulf 1 Costs

      Under  Entergy New Orleans' various rate settlements with the Council
in  1986,  1988,  and 1991, Entergy New Orleans agreed to  absorb  and  not
recover from ratepayers a total of $96.2 million of its Grand Gulf 1 costs.
Entergy  New  Orleans was permitted to implement annual rate  increases  in
decreasing amounts each year through 1995, and to defer certain  costs  and
related  carrying  charges for recovery on a schedule extending  from  1991
through  2001.  As of December 31, 1999, the uncollected balance of Entergy
New Orleans' deferred costs was $35.7 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 costs incurred with  fuel  cost
revenues  billed to customers.  The adjustment also includes the difference
between  non-fuel Grand Gulf 1 costs paid by Entergy New  Orleans  and  the
estimate  of  such costs, which are included in base rates, as provided  in
Entergy  New Orleans' Grand Gulf 1 rate settlements.  Entergy New  Orleans'
gas rate schedules include an adjustment to reflect estimated gas costs for
the  billing  month,  adjusted by a surcharge or  credit  similar  to  that
included in the electric fuel adjustment clause.

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 and FUCO subsidiaries) are subject  to  the
broad  regulatory provisions of PUHCA.  Except with respect to  investments
in  certain  domestic power projects and foreign utility company  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;
     o   govern the issuance, acquisition and disposition of securities
         and assets by registered holding companies and their subsidiaries;
     o   limit the entry by registered holding companies and their
         subsidiaries into businesses other than electric and/or gas
         utility businesses; and
     o   require SEC approval for certain utility mergers and acquisitions.

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

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  Grand  Gulf  1
capacity  and  energy  provided  to Entergy  Arkansas,  Entergy  Louisiana,
Entergy Mississippi, and Entergy New Orleans.

      Entergy  Arkansas holds a FERC license for two hydroelectric projects
(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.  Additionally,  Entergy's  non-
utility nuclear power business is subject to the NRC's jurisdiction as  the
owner and operator of Pilgrim.  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,
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.  Massachusetts, where Pilgrim is located,  does
not  participate in any regional compact and has been slow to  fulfill  its
responsibility.  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  Entergy's
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.   In  December  1998,
Entergy  and  two  other utilities in the Central States  Compact  filed  a
lawsuit against the state of Nebraska seeking damages resulting from delays
and  a faulty license review process.  Entergy Arkansas, Entergy Louisiana,
and  Entergy  Gulf  States,  along with other waste  generators,  fund  the
development  costs  for  new disposal facilities relating  to  the  Central
States  Compact.   Development  costs to be  incurred  in  the  future  are
difficult  to  predict.  The current schedules for the site development  in
both  the Central States Compact and the Southeast Compact are undetermined
at this time.  Until long-term disposal facilities are established, Entergy
will  seek  continued access to existing facilities.   If  such  access  is
unavailable, Entergy will store low-level waste at its nuclear plant sites.

Regulation of Nuclear Plant Decommissioning

      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and  System
Energy  are recovering through electric rates the estimated decommissioning
costs  for  ANO,  River Bend, Waterford 3, and Grand Gulf 1,  respectively.
These amounts are deposited in trust funds which, together with the related
earnings,  can  only be used for future decommissioning  costs.   Estimated
decommissioning  costs  are periodically reviewed and  updated  to  reflect
inflation   and   changes  in  regulatory  requirements   and   technology.
Applications are periodically made to appropriate regulatory authorities to
reflect,  in  rates,  the changes in projected decommissioning  costs.   In
conjunction  with  the  Pilgrim  acquisition,  Entergy  received  Pilgrim's
decommissioning trust fund.  Based on cost estimates provided by an outside
consultant,  Entergy believes that Pilgrim's decommissioning fund  will  be
adequate  to  cover future decommissioning costs for the plant without  any
additional  deposits to the trust.  Additional information with respect  to
decommissioning costs for ANO, River Bend, Waterford 3, Grand Gulf  1,  and
Pilgrim 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 $9.5 billion.  Entergy Arkansas,  Entergy  Gulf
States, Entergy Louisiana, System Energy, and Entergy's non-utility nuclear
power  business  have protection with respect to this liability  through  a
combination  of  private insurance and an industry assessment  program,  as
well  as  insurance  for property damage, costs of replacement  power,  and
other risks relating to nuclear generating units.  Insurance applicable  to
the  nuclear  programs of Entergy is discussed in Note 9 to  the  financial
statements.

Nuclear Operations

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

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

ANO Matters (Entergy Corporation and Entergy Arkansas)

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

     In February 2000, Entergy Arkansas applied to the NRC for an extension
of ANO 1's operating license.  The current license expires in 2014, and, if
granted,  the  extension would provide the authority to continue  operating
the plant until 2034.  Management expects the NRC consideration process  to
take two years.

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

General

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

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

      Entergy  Gulf States 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:

     o    retail rates and service in rural areas;
     o    certification of new generating plants; and
     o    extensions of service into new areas.

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

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

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

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

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

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

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

Franchises

      Entergy  Arkansas  holds  exclusive franchises  to  provide  electric
service  in  approximately 303 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  holds a certificate  of  convenience  and
necessity  from  the PUCT 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 (except for in Algiers,  which  is
served by Entergy Louisiana).  These ordinances contain a continuing option
for  the City of New Orleans to purchase Entergy New Orleans' electric  and
gas utility properties.

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

Environmental Regulation

General

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

     o   an acid rain program for control of sulfur dioxide (SO2) and
         nitrogen oxides (NOx);
     o   an ozone nonattainment area program for control of NOx and volatile
         organic compounds; and
     o   an operating permits program for administration and enforcement of
         these and other Act programs.

      Under the acid rain program, Entergy's subsidiaries do not anticipate
that  they  will  require additional equipment to  control  SO2    The  Act
provides  allowances to most of the affected Entergy generating  units  for
emissions  based  upon past emission levels and operating  characteristics.
Each  allowance is an entitlement to emit one ton of SO2 per  year.   Under
the  Act, utilities 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.

     Additional control equipment was recently installed at 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 imposed  NOx  controls  on  power
plants  that  had  to  be in place by November 1999.  Entergy  Gulf  States
believes  the  cost of additional control equipment necessary  to  maintain
this  compliance  is  immaterial.   In  December  1999,  Texas  authorities
proposed  future control strategies for public comment.  Depending  on  the
final  strategies adopted, additional costs will likely be incurred between
2000  and  2007.  Entergy Gulf States has studies underway to estimate  the
costs  that  would  be  incurred based on the proposed  strategies.   These
estimates will be refined during 2000 based on the final adopted strategies
approved by the EPA.

     As part of legislation passed in Texas in June 1999 to restructure the
electric  power industry in the state, certain generating units of  Entergy
Gulf  States  will be required to obtain operating permits  and  meet  new,
lower  emission  limits for NOx.  It is expected that Entergy  Gulf  States
will  incur costs of approximately $6 million between 2000 and 2003 to meet
these  new  standards.  These costs may or may not be  recoverable  in  the
restructured electric utility environment.

Other Environmental Matters

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

Entergy Arkansas

      Entergy  Arkansas has received notices from the EPA and the  Arkansas
Department of Environmental Quality (ADEQ) alleging that Entergy  Arkansas,
along  with others, may be a PRP for clean-up costs associated with various
sites  in  Arkansas.   Contaminants at the  sites  include  polychlorinated
biphenyls (PCBs), lead, and other hazardous substances.

     Entergy Arkansas identified PCB contamination at the Little Rock Radio
Tower  site (formerly Pulaski Heights Substation) during the fall of  1998.
Entergy  Arkansas performed extensive sampling to determine the  extent  of
contamination  and  received approval from the EPA on  its  work  plan  for
remediation.  Cleanup of the site was completed in November 1999 at a  cost
of  approximately  $320,000.  Entergy Arkansas does not  believe  that  any
further liability, if any, with respect to this site will be material.
  
      Entergy Arkansas entered into a Consent Administrative Order with the
ADEQ  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  is  neither
owned  nor operated by any Entergy-affiliated company.  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 worked  with
the  ADEQ  to  identify and notify other PRPs with respect  to  this  site.
Approximately twenty PRPs have been identified to date.  In December  1999,
Entergy   Arkansas,  along  with  several  other  PRPs,   met   with   ADEQ
representatives  to discuss the cleanup of the site.  The  PRPs  are  being
encouraged  to  undertake a voluntary cleanup and  have  begun  discussions
regarding  the  sharing  of  costs.  Entergy  Arkansas'  share   of   total
remediation  costs  at  this site is estimated  at  $2.7  million.   As  of
December 31, 1999, Entergy Arkansas had incurred approximately $400,000  of
these costs.

Entergy Gulf States

      Entergy Gulf States has been designated by the EPA as a PRP  for  the
cleanup of certain hazardous waste disposal sites.  Entergy Gulf States  is
negotiating  with the EPA and state authorities regarding  the  cleanup  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  August  1999, Entergy Gulf States received notice from  the  Texas
Natural  Resource Conservation Commission (TNRCC) that it is considered  to
be  a  PRP  for  the  Spector Salvage Yard in Orange, Texas.   The  Spector
Salvage  site operated from approximately 1944 until ceasing operations  in
1971.   In  addition  to  general salvage, the  facility  functioned  as  a
repository  for  military  surplus equipment and  supplies  purchased  from
military, industrial, and chemical facilities.  Soil samples from the  site
indicate the release of heavy metals and various organics, including  PCBs.
The TNRCC requested of all PRPs a submission of a good faith offer to fully
fund  or  conduct a remedial investigation.  Entergy Gulf States  is  still
developing  its  submission  and has yet to determine  the  extent  of  its
participation as a PRP.  Based on the size of the site, future expenditures
for investigation and clean-up are estimated at $400,000.

      Entergy Gulf States is currently involved in a remedial investigation
of  the  Lake  Charles  Service  Center  site,  located  in  Lake  Charles,
Louisiana.  A manufactured gas plant (MGP) is believed to have operated  at
this  site from approximately 1916 to 1931.  Coal tar, a by-product of  the
distillation process employed at MGPs, was apparently routed to  a  portion
of  the  property  for disposal.  The same area has also  been  used  as  a
landfill.   In  1999,  Entergy Gulf States signed a  second  Administrative
Consent  Order with the EPA to perform removal action at the site.  Entergy
Gulf  States believes that its ultimate responsibility for this  site  will
not materially exceed its existing clean-up provision of $19 million.

      Entergy Gulf States is currently involved in the second phase  of  an
investigation  of contamination of an MGP site, known as the  Old  Jennings
Ice  Plant,  located in Jennings, Louisiana.  The MGP is believed  to  have
operated  from approximately 1909 to 1926.  The site is currently used  for
an  electrical  substation  and  storage of transmission  and  distribution
equipment.  In July 1996, a petroleum-like substance was discovered on  the
surface soil, and notification was made to the LDEQ.  The LDEQ was aware of
this site based upon a survey performed by an environmental consultant  for
the  EPA.   Entergy  Gulf States obtained the services of an  environmental
consultant  to  collect core samples and to perform a search of  historical
records to determine what activities occurred at Jennings.  Results of  the
core  sampling, which found limited amounts of contamination on-site,  were
submitted  to  the LDEQ.  A plan to determine a cost-effective  remediation
strategy  will  be developed upon completion of a review  of  the  sampling
report  by  the LDEQ.  Entergy does not expect that its ultimate  financial
responsibility with respect to this site will be material.  The  amount  of
its existing provision for cleanup is $500,000.

       In  1994,  Entergy  Gulf  States  performed  a  site  assessment  in
conjunction with a construction project at the Louisiana Station Generating
Plant  (Louisiana  Station).   In  1995,  a  further  assessment  confirmed
subsurface  soil and groundwater impact to three areas on the  plant  site.
After further evaluation, a notification was made to the LDEQ.  Remediation
of Louisiana Station is expected to continue through 2001.  The remediation
cost  incurred  through December 31, 1999 for this site was  $5.6  million.
Future  costs  are  not expected to exceed the existing provision  of  $1.9
million.

Entergy New Orleans

      Entergy New Orleans has completed the stabilization and abatement  of
asbestos containing material at the A. B. Paterson Generating Plant located
in  New  Orleans, Louisiana.  Entergy notified the LDEQ of  its  intent  to
repair  and remove insulation and machinery gaskets.  On-site abatement  of
gaskets  and insulating material was completed during the third quarter  of
1999.   The  cost  incurred  through December 31,  1999  was  approximately
$1.9 million. Future costs are not expected to be material.

      Entergy New Orleans is planning a new substation on a parcel of  land
located  adjacent to an existing substation which is in close proximity  to
the  Market  Street  power  plant.  During pre-construction  activities  in
January  2000, significant levels of lead were discovered in both soil  and
groundwater at this site.  Entergy New Orleans has notified the LDEQ of the
contamination.   In addition to soil removal and disposal, installation  of
groundwater  monitoring  wells and a long-term monitoring  program  may  be
required.   Entergy New Orleans believes remediation costs will not  exceed
$2 million.

Entergy Louisiana and Entergy New Orleans

      Entergy Louisiana and Entergy New Orleans 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 Mississippi Department of Environmental Quality
         (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.  The MDEQ issued a similar order on the
         same date to Entergy Louisiana's contractor, Ebasco Services, Inc.
         (Ebasco), which Entergy Louisiana has agreed to defend and indemnify.
         A settlement was negotiated for Entergy Louisiana, including Ebasco,
         for $289,000.  This settlement relieved Entergy Louisiana of future
         liabilities associated with these sites.

     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 2001.  The cost incurred through December 31, 1999 for the
         Thibodaux site was $502,000.  Future costs are not expected to
         exceed the existing provision of $318,000.

      During  1993,  the LDEQ issued new rules for solid waste  regulation,
including  regulation  of wastewater impoundments.  Entergy  Louisiana  and
Entergy  New  Orleans  have determined that certain of  their  power  plant
wastewater impoundments were affected by these regulations and have  chosen
to  upgrade or close them.  As a result, a remaining recorded liability  in
the  amount  of  $5.9 million for Entergy Louisiana and  $0.5  million  for
Entergy  New  Orleans existed at December 31, 1999 for wastewater  upgrades
and closures.  Completion of this work is pending LDEQ approval.

Other Regulation and Litigation

Merger  (Entergy Corporation and Entergy Gulf States)

      Several parties, including Entergy Services, appealed FERC's approval
of  the  Merger  to the D.C. Circuit.   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 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.   The  D.C.  Circuit has ordered that the  cases  be  held  in
abeyance  pending  FERC's  issuance of 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).

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

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

Asbestos and Hazardous Waste Suits  (Entergy Gulf States)

      Several lawsuits have been filed on behalf of plaintiffs in state and
federal  courts in Texas and Louisiana that 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  suits  are
also  suing  Entergy Gulf States and all other defendants on  a  conspiracy
claim.   It will not be known until discovery is complete how many  of  the
plaintiffs  in any of the foregoing cases actually worked on  Entergy  Gulf
States'   premises.   Entergy  Gulf  States  believes  that  the   ultimate
resolution of these matters will not be material, in the aggregate, to  its
financial position or results of operations.

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 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 the  monetary
damages to be awarded.

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  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 to dismiss  Aquila's
complaint  in  September 1998.  Aquila has responded, and no hearing  date
has been set by FERC.

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

     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  seek  treble  damages for alleged  injuries  arising  from  the
defendants' alleged violations of Louisiana's antitrust laws in  connection
with the costs included in fuel filings with the LPSC and passed through to
ratepayers.   Among other things, plaintiffs allege that Entergy  Louisiana
improperly  introduced  certain costs into  the  calculation  of  the  fuel
charges,  including  imprudently purchased high-cost electricity  from  its
affiliates and imprudently purchased high-cost gas.  Plaintiffs allege that
these   practices  violated  Louisiana's  antitrust  laws.   In   addition,
plaintiffs  seek  to recover interest and attorney fees.   Exceptions  have
been  filed  by  Entergy, asserting that this dispute should  be  litigated
before  the LPSC and FERC.  At the appropriate time, if necessary,  Entergy
will  raise its defenses to the antitrust claims.  At present, the suit  in
state court is stayed by stipulation of the parties.
     
     Plaintiffs  also  filed this complaint with the  LPSC  to  initiate  a
review  by  the LPSC of Entergy Louisiana's monthly fuel adjustment  charge
filings  and  to  force restitution to ratepayers of  all  costs  that  the
plaintiffs  allege  were  improperly  included  in  those  fuel  adjustment
filings.   Marathon Oil Company and Louisiana Energy Users Group have  also
intervened  in  the  LPSC  proceeding.  Discovery  at  the  LPSC  has  been
conducted and is expected to continue.  Direct testimony was filed with the
LPSC  by  plaintiffs and the intervenors in July 1999.  In their  testimony
for  the  period 1989 through 1998, plaintiffs purport to quantify many  of
their  claims  in  an  amount totaling $544 million,  plus  interest.   The
plaintiffs  will  likely  assert additional damages  for  the  period  1974
through   1988.   The  Entergy  companies  filed  responsive  and  rebuttal
testimony  in  September 1999.  Rebuttal testimony by  the  plaintiffs  and
intervenors was filed in November 1999.  Direct testimony of the LPSC staff
will be filed in April 2000, to which Entergy will be permitted to respond.
Hearings before the LPSC are scheduled to begin in September 2000.
     
     Entergy intends to defend this matter vigorously, both in court and at
the  LPSC.   The outcome of the lawsuit and the LPSC proceeding  cannot  be
predicted  at this time.  Management has provided reserves for this,  other
litigation, and Entergy Louisiana's formula rate plan proceedings based  on
its  estimate of the outcome of these proceedings.  Information on  formula
rate plan proceedings is given in Note 2 to the financial statements.
     
     In April 1999, a group of ratepayers filed a complaint against Entergy
New  Orleans, Entergy Corporation, Entergy Services, and Entergy  Power  in
state  court  in  Orleans Parish purportedly on behalf of all  Entergy  New
Orleans  ratepayers.   The  plaintiffs  seek  treble  damages  for  alleged
injuries  arising  from the defendants' alleged violations  of  Louisiana's
antitrust laws in connection with certain costs passed on to ratepayers  in
Entergy  New  Orleans's  fuel  adjustment filings  with  the  Council.   In
particular, plaintiffs allege that Entergy New Orleans improperly  included
certain  costs  in  the calculation of fuel charges and  that  Entergy  New
Orleans imprudently purchased high-cost fuel from other Entergy affiliates.
Plaintiffs allege that Entergy New Orleans and the other defendant  Entergy
companies conspired to make these purchases to the detriment of Entergy New
Orleans'  ratepayers  and  to  the benefit of  Entergy's  shareholders,  in
violation  of Louisiana's antitrust laws.  Plaintiffs also seek to  recover
interest and attorney fees.  Exceptions to the plaintiffs' allegations were
filed  by  Entergy,  asserting, among other things, that jurisdiction  over
these  issues  rests  with  the Council and FERC.   If  necessary,  at  the
appropriate  time, Entergy will also raise its defenses  to  the  antitrust
claims.   At  present, the suit in state court is stayed by stipulation  of
the parties.
     
     Plaintiffs  also  filed this complaint with the Council  in  order  to
initiate  a  review  by  the  Council of their  allegations  and  to  force
restitution  to  ratepayers of all costs they allege  were  improperly  and
imprudently included in the fuel adjustment filings.  Discovery  has  begun
in  the proceedings before the Council.  The plaintiffs have not yet stated
the  amount  of damages they claim.  Entergy intends to defend this  matter
vigorously, both in court and before the Council.  The ultimate outcome  of
the lawsuit and the Council proceeding cannot be predicted at this time.

      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 has overcharged ratepayers by at least $300
million  since 1975 in violation of limits on Entergy New Orleans' rate  of
return that the plaintiffs allege were established by ordinances passed  by
the  Council  in  1922.  The plaintiffs seek, among  other  things,  (i)  a
declaratory judgment that such franchise ordinances have been violated; and
(ii)  a  remand  to  the Council for the establishment  of  the  amount  of
overcharges  plus interest.  Entergy New Orleans believes  the  lawsuit  is
without merit.  Entergy New Orleans has charged only those rates authorized
by  the Council in accordance with applicable law.  Entergy New Orleans  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, (i) a declaratory judgment that the formula ratemaking
plan  is  an improper ratemaking practice; and (ii) a refund of the amounts
allegedly  charged  in  excess  of  proper  ratemaking  practices.  Entergy
Louisiana believes the lawsuit is without merit and is vigorously defending
itself.

     On  February  28, 2000, a lawsuit was commenced in the Civil  District
Court  for the Parish of Orleans, Louisiana, against Entergy, Entergy  Gulf
States,  Entergy  Louisiana,  and Entergy New  Orleans  relating  to  power
outages  that  occurred  in  July 1999.  The  plaintiff,  who  purports  to
represent a class of similarly situated persons, claims unspecified damages
as a result of these outages, which the plaintiff claims were the result of
negligence  on the part of the Entergy defendants.  Entergy,  Entergy  Gulf
States,  Entergy  Louisiana, and Entergy New Orleans  have  not  yet  filed
responsive  pleadings in the case.  However, they will  vigorously  contest
the   plaintiff's  allegations,  which  they  believe  do  not  support any 
liability to the plaintiff for damages.

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.

Franchise Fee Litigation  (Entergy Corporation and Entergy Gulf States)

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

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 alleged that Entergy  installed
fiber  optic  cable  across their property without  obtaining  appropriate
easements.  The plaintiffs sought actual damages for the use of  the  land
and  a share of the profits made through use of the fiber optic cables and
punitive  damages.   The defendants have dismissed the petition  in  state
court,  and  the  plaintiffs have commenced an identical  lawsuit  in  the
United  States  District Court in Beaumont, Texas.  Entergy is  vigorously
defending itself in the lawsuit and believes that any damages suffered  by
the plaintiff landowners are negligible and that there is no basis for the
claim seeking a share of profits.

Franchise Service Area Litigation  (Entergy Gulf States)

      In early 1998, Beaumont Power and Light Company (BP&L) unsuccessfully
sought  a  franchise to provide electric service in the City  of  Beaumont,
Texas,  where Entergy Gulf States already holds a franchise.   In  November
1998,  BP&L  filed  a request before the PUCT to obtain  a  certificate  of
convenience  and  necessity (CCN) for those portions  of  Jefferson  County
outside  the  boundaries of any municipality for which Entergy Gulf  States
provides  retail  electric service.  BP&L's application contemplates  using
Entergy  Gulf States' facilities in their provision of service.  In  Texas,
utilities  are required to obtain a CCN prior to providing retail  electric
service.  Jefferson County is currently singly certificated to Entergy Gulf
States.   If  BP&L's application is granted, BP&L would be able to  provide
retail service to Entergy Gulf States' customers in the area for which  the
certificate would apply.  BP&L has amended its application to add a request
for  a  CCN to provide retail electric service within the City of Beaumont.
The  amended  application  acknowledges that  the  Texas  electric  utility
restructuring law requires BP&L to use its own facilities to connect to its
customers if it is granted a CCN.  A hearing on the merits was conducted in
December  1999,  and the ALJ is expected to issue a recommendation  in  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.  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 without merit, and
that  each  party 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.

Ice Storm Litigation  (Entergy Corporation and Entergy Gulf States)

      In  January 1997, a group of Entergy Gulf States customers  in  Texas
filed a lawsuit against Entergy Corporation, Entergy Gulf States, and other
Entergy  subsidiaries in state court in Jefferson County, Texas purportedly
on  behalf  of  all  Entergy Gulf States customers in Texas  who  sustained
outages  in  a  January 1997 ice storm.  The lawsuit alleges  that  Entergy
failed  to properly maintain its electrical distribution system and respond
to  the  ice storm.  The district court certified the class in April  1999.
Entergy  has appealed the class certification, and arguments on the  appeal
were  heard in February 2000.  Entergy believes that the lawsuit is without
merit  and is vigorously defending itself.  A similar lawsuit was filed  in
Louisiana in 1997, in which class certification was denied.

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

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


<PAGE>

      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,
                                 1999    1998    1997    1996    1995
                                                                   
     Entergy Arkansas            2.08    2.63    2.54    2.93    2.56
     Entergy Gulf States         2.18    1.40    1.42    1.47    1.86
     Entergy Louisiana           3.48    3.18    2.74    3.16    3.18
     Entergy Mississippi         2.44    3.04    2.98    3.40    2.92
     Entergy New Orleans         3.00    2.59    2.70    3.51    3.93
     System Energy               1.90    2.52    2.31    2.21    2.07

     
                                    Ratios of Earnings to Combined Fixed
                                     Charges and Preferred Dividends
                                        Years Ended December 31,
                                 1999    1998    1997    1996    1995
                                                                   
     Entergy Arkansas            1.80    2.28    2.24    2.44    2.12
     Entergy Gulf States(a)      1.86    1.20    1.23    1.19    1.54
     Entergy Louisiana           3.09    2.75    2.36    2.64    2.60
     Entergy Mississippi         2.18    2.73    2.69    2.95    2.51
     Entergy New Orleans         2.74    2.36    2.44    3.22    3.56
     
(a)  "Preferred Dividends" in the case of Entergy Gulf States also  include
     dividends on preference stock.


                             BUSINESS SEGMENTS

Entergy Corporation

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

Entergy New Orleans

      As  of December 31, 1999, Entergy New Orleans operating revenues  and
customer data was as follows:

                                    Electric Operating     Natural Gas
                                          Revenue            Revenue

           Residential                      40%                53%
           Commercial                       37%                20%
           Industrial                        7%                10%
           Governmental/Municipal           16%                17%

           Number of Customers            185,000            146,000


Entergy Gulf States

      For  the  year ended December 31, 1999, 98% of Entergy  Gulf  States'
operating revenue was derived from the electric utility business.   Of  the
remaining  operating  revenues, one percent  was  derived  from  the  steam
business and one percent from the natural gas business.

Financial Information Relating to Products and Services

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


                                 PROPERTY

Generating Stations

Domestic Utility Companies and System Energy

      The  total capability of the generating stations owned and leased  by
the  domestic utility companies and System Energy as of December 31,  1999,
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       4,487  (2)   2,681     1,694          42        70
Entergy Gulf States    6,689  (2)   5,753       936           -         -
Entergy Louisiana      5,561  (2)   4,467     1,075          19         -
Entergy Mississippi    3,063  (2)   3,052         -          11         -
Entergy New Orleans    1,077        1,061         -          16         -
System Energy          1,084            -     1,084           -         -
                      ---------------------------------------------------
  Total               21,961       17,014     4,789          88        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  -  204  MW;
     Entergy  Gulf States - 405 MW; Entergy Louisiana - 19 MW; and  Entergy
     Mississippi - 73 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.

      Entergy's load and capacity projections are reviewed periodically  to
assess  the  need  and  timing  for  additional  generating  capacity   and
interconnections in light of the availability of power, the location of new
loads, and maximum economy to Entergy.  When the domestic utility companies
require  new  generation resources based on load and capability projections
and  bulk power availability, they do not expect to construct new base load
generating  capacity.  Instead, they expect 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 reactivate several units that are
in  extended reserve shutdown.  The units, once back on line, will  provide
an additional 417 MW of capacity to serve customers during peak demand.

     Under the terms of the System Agreement, generating capacity and other
power  resources  are  shared among the domestic  utility  companies.   The
System   Agreement  provides,  among  other  things,  that  parties  having
generating  reserves greater than their load requirements (long  companies)
shall receive payments from those parties having deficiencies in generating
reserves  (short  companies).  Such payments are at amounts  sufficient  to
cover  certain of the long companies' costs, including operating  expenses,
fixed  charges  on debt, dividend requirements on preferred and  preference
stock,  and a fair rate of return on common equity investment.   Under  the
System Agreement, these charges are based on costs associated with the long
companies'  steam  electric generating units fueled  by  oil  or  gas.   In
addition,  for  all  energy exchanged among the domestic utility  companies
under  the  System Agreement, the short companies are required to  pay  the
cost  of  fuel  consumed in generating such energy plus a charge  to  cover
other  associated costs.  FERC proceedings relating to 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
1999 (and all-time) peak demand of 20,664 MW occurred on August 18, 1999.

Competitive Businesses

      Entergy Power owns 665 MW of fossil-fueled capacity at the Ritchie  2
and Independence plants.

      In  July 1999, Entergy's non-utility nuclear power business purchased
from  Boston  Edison  the  670  MW Pilgrim  Nuclear  Station  in  Plymouth,
Massachusetts.   The  sale  included  the  Pilgrim  generating  plant   and
facilities (including nuclear fuel) and a 1,600-acre site on Cape Cod Bay.

      Entergy's  global  power  development business  is  constructing  two
combined-cycle  gas turbine merchant power plants in the  UK.   Saltend,  a
1,200  MW  plant  located  in northeast England,  will  provide  steam  and
electricity  to BP Chemical's nearby complex with the remaining electricity
to  be  sold  into  the UK national power pool.  Originally  scheduled  for
commercial operation in January 2000, Saltend's completion has been delayed
due  to construction problems at the site.  The construction contractor has
submitted  a revised construction schedule after substantial analysis,  and
currently estimates a phased-in completion of the three-unit plant with the
full  plant  in  service by June 30, 2000.  The second  plant,  an  800  MW
facility  known as Damhead Creek, is located in southeast England.   It  is
expected to begin commercial operation in the fourth quarter of 2000.

Interconnections

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

      The  electric generating facilities of Entergy's non-utility  nuclear
power  business  consist of the Pilgrim nuclear production  facility.   The
facility has firm total output power purchase agreements with Boston Edison
and  other utilities that expire at the end of 2004.  The Pilgrim plant  is
dispatched  as  a part of the New England Power Pool (NEPP).   The  primary
purpose  of  NEPP is to direct the operations of the major  generating  and
transmission facilities in the New England region.

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

Gas Property

      As  of  December  31,  1999,  Entergy  New  Orleans  distributed  and
transported  natural gas for distribution solely within the limits  of  the
City  of  New  Orleans through a total of 1,453 miles of  gas  distribution
mains and 41 miles of gas transmission pipelines.

      As  of  December 31, 1999, 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  and  major  transmission  substations  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 utility facilities are located are considered
by  such  company  to be adequate for use in the conduct of  its  business.
Minor  defects and irregularities customarily found in properties  of  like
size  and character may exist, but such defects and irregularities do  not,
in  the  opinion of management, materially impair the use of the properties
affected thereby.  The domestic utility companies generally have the  right
of eminent domain, whereby they may, if necessary, perfect or secure titles
to,  or  easements  or  servitudes on, privately  held  lands  used  in  or
reasonably necessary for their utility operations.

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

      The  sources  of  generation and average fuel cost per  KWH  for  the
domestic utility companies and System Energy for the years 1997-1999 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
                                                                     
1999            45    2.75    4      2.06     35     .54     16     1.59
1998            40    2.50    6      2.37     40     .53     14     1.67
1997            39    2.97    4      3.11     41     .54     16     1.73

      Actual 1999 and projected 2000 sources of generation for the domestic
utility companies and System Energy are:

                       Natural Gas    Fuel Oil         Nuclear          Coal
                       1999   2000   1999  2000    1999     2000    1999   2000
                                                                         
Entergy Arkansas (a)    10%     7%     -     -      56%      40%     33%    52%
Entergy Gulf States     66%    68%     -     -      19%      18%     15%    14%
Entergy Louisiana       64%    62%     1%    -      35%      38%      -      -
Entergy Mississippi     44%    53%    30%   23%      -        -      26%    24%
Entergy New Orleans     91%   100%     9%    -       -        -       -      -
System Energy            -      -      -     -     100%(b)  100%(b)   -      -
Total (a)               45%    42%     4%    2%     35%      33%     16%    22%

(a)Hydroelectric  power  provided an immaterial  amount  of  generation  at
   Entergy  Arkansas  in  1999  and is expected to  provide  an  immaterial
   amount of generation in 2000.

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

Natural Gas

      The  domestic  utility companies have long-term firm  and  short-term
interruptible gas contracts.  Long-term firm contracts comprise  less  than
26% of the domestic utility companies' total requirements but can be called
upon,  if  necessary, to satisfy a significant percentage of  the  domestic
utility  companies' needs.  Short-term contracts and spot-market  purchases
satisfy   additional  gas  requirements.   Entergy  Gulf   States   has   a
transportation service agreement with a gas supplier that provides flexible
natural gas service to certain generating stations by using such supplier's
pipeline and gas storage facility.

      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  2000.   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 for low-sulfur Wyoming  coal
for  White Bluff and Independence.  These contracts, which expire  in  2002
and  2011, respectively, 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  the
supply  of  low-sulfur  Wyoming coal for Nelson Unit  6,  which  should  be
sufficient to satisfy its fuel requirements for that unit through  2010  if
all  price  reopeners are accepted.  If both parties cannot  agree  upon  a
price,  then  the contract terminates.  Effective April 1, 2000,  Louisiana
Generating LLC will assume Cajun's 58% ownership interest in the Big  Cajun
generating  facilities  and  will operate the  plant.   The  management  of
Louisiana  Generating  LLC has advised Entergy  Gulf  States  that  it  has
executed  coal supply and transportation contracts that should  provide  an
adequate  supply of coal for the operation of Big Cajun 2, Unit 3  for  the
foreseeable future.

      Entergy Arkansas has a long-term railroad transportation contract for
the  delivery of at least 90% of the coal requirements of both White  Bluff
and  Independence.  This contract will expire in the year  2014.   However,
Entergy  Arkansas has filed a lawsuit against the railroad claiming  breach
of contract by the railroad and requesting termination of the contract (see
discussion of lawsuit in "RATE MATTERS AND REGULATION - Regulation -  Other
Regulation and Litigation - Union Pacific Railroad" above).

      Entergy Gulf States has a transportation requirements contract with a
railroad to deliver coal to Nelson Unit 6 through December 31, 2004.   This
contract specifies a minimum annual tonnage amounting to approximately one-
half  of the plant's requirements and provides flexibility for shipping  up
to all of the plant's requirements.

Nuclear Fuel

     The nuclear fuel cycle involves the following:

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

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

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

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

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

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

Natural Gas Purchased for Resale

      Entergy New Orleans has several suppliers of natural gas.  Its system
is  interconnected  with three interstate and three  intrastate  pipelines.
Entergy  New  Orleans'  primary  suppliers currently  are  Columbia  Energy
Services,   Inc.   (CES),  an  interstate  gas  marketer,  Bridgeline   Gas
Distributors,  and  Pontchartrain Natural Gas via Louisiana  Gas  Services.
Entergy  New  Orleans has a "no-notice" service gas purchase contract  with
CES  which  guarantees Entergy New Orleans gas delivery at any point  after
the  agreed gas volume has been met.  The CES 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 to Entergy New Orleans have  been
subject  primarily to weather-related curtailments.  However,  Entergy  New
Orleans experienced no such curtailments in 1999.

     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. Mid Louisiana Gas Company is  not
allowed  to  discontinue  providing gas  to  Entergy  Gulf  States  without
obtaining FERC approval.

Research

      Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  Entergy
Mississippi,  and  Entergy New Orleans are members of  the  Electric  Power
Research  Institute  (EPRI).  EPRI conducts a broad range  of  research  in
major  technical fields related to the electric utility industry.   Entergy
participates  in  various  EPRI  projects  based  on  Entergy's  needs  and
available    resources.    Entergy   and   its   subsidiaries   contributed
approximately  $6 million in 1999, $8 million in 1998, and  $9  million  in
1997 to 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  1999  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 1999, 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  12,  2000,  ("Annual  Meeting"),  and   is
incorporated  herein  by  reference.  Information  required  by  this  item
concerning officers and directors of the remaining registrants is  reported
in Part III of this document.

<TABLE>
<CAPTION>

Executive Officers

           Name             Age                Position                        Period
<S>                         <C>  <C>                                        <C>
J. Wayne Leonard (a)        49   Chief Executive Officer and Director       1999-Present
                                  of Entergy Corporation
                                 Director of Entergy Arkansas, Entergy      1998-1999
                                  Gulf States, Entergy Louisiana,           
                                  Entergy Mississippi, Entergy New
                                  Orleans, and System Energy
                                 President and Chief Operating Officer      1998
                                  of Entergy Corporation
                                 Chief Operating Officer of Entergy         1998
                                  Arkansas, Entergy Gulf States,
                                  Entergy Louisiana, Entergy
                                  Mississippi, and Entergy New Orleans
                                 Vice Chairman of Entergy New Orleans       1998
                                 President of Energy Commodities            1996-1998
                                  Strategic Business Unit
                                 President of Cinergy Capital &             1996-1998
                                  Trading
                                 Group Vice President and Chief             1994-1996
                                  Financial Officer of Cinergy
                                  Corporation
Jerry L. Maulden (a) (b)    63   Vice Chairman of Entergy Corporation       1995-1999
                                 Vice Chairman of Entergy Arkansas,         1993-1999
                                  Entergy Gulf States, Entergy
                                  Louisiana, Entergy Mississippi, and
                                  Entergy New Orleans
                                 Chief Operating Officer of Entergy         1993-1998
                                  Arkansas, Entergy Gulf States,
                                  Entergy Louisiana, Entergy
                                  Mississippi, and Entergy  New
                                  Orleans
                                 President and Chief Operating Officer      1993-1995
                                  of Entergy Corporation
                                 Director of Entergy Gulf States            1993-1999
                                 Director of Entergy Louisiana              1991-1999
                                 Director of Entergy New Orleans            1991-1998
                                 Director of Entergy Mississippi            1988-1999
                                 Director of System Energy                  1987-1998
                                 Director of Entergy Arkansas               1979-1999
Donald  C. Hintz (a)        57   President of Entergy Corporation           1999-Present
                                 Executive Vice President and Chief         1998
                                  Nuclear Officer of Entergy Arkansas,
                                  Entergy Gulf States, and Entergy
                                  Louisiana
                                 Group President and Chief Nuclear          1997-1998
                                  Operating Officer of Entergy
                                  Corporation, Entergy Arkansas,
                                  Entergy Gulf States, and Entergy
                                  Louisiana
                                 Executive Vice President and Chief         1994-1997
                                  Nuclear Officer of Entergy
                                  Corporation
                                 Executive Vice President - Nuclear of      1994-1997
                                  Entergy Arkansas, Entergy Gulf
                                  States, and Entergy Louisiana
                                 Chief Executive Officer and President      1992-1998
                                  of System Energy
                                 Director of Entergy Gulf States            1993-Present
                                 Director of Entergy Arkansas, Entergy      1992-Present
                                  Louisiana, Entergy Mississippi, and
                                  System Energy
                                 Director of Entergy New Orleans            1999-Present
                                                                            1992-1994
Jerry D. Jackson (a)        55   Executive Vice President of Entergy        1999-Present
                                  Corporation
                                 President and Chief Executive Officer      1999-Present
                                  - Louisiana of Entergy Gulf States
 President and Chief Executive Officer      1999-Present
                                  of Entergy Louisiana
                                 Chief Administrative Officer of            1997-1998
                                  Entergy Corporation,  Entergy
                                  Arkansas, Entergy Gulf States,
                                  Entergy Louisiana, Entergy
                                  Mississippi, and Entergy New Orleans
                                 Executive Vice President - External        1995-1998
                                  Affairs of Entergy Arkansas, Entergy
                                  Gulf States, Entergy Louisiana,
                                  Entergy Mississippi, and Entergy New
                                  Orleans
                                 Executive Vice President - Marketing       1995
                                  of Entergy Arkansas, Entergy Gulf
                                  States, Entergy Louisiana, Entergy
                                  Mississippi, and Entergy New Orleans
                                 Executive Vice President - External        1994-1998
                                  Affairs of Entergy Corporation
                                 Director of Entergy Gulf States            1994-Present
                                 Executive Vice President of Marketing      1994-1995
                                  of Entergy Corporation
                                 Director of Entergy Louisiana              1992-Present
                                 Director of Entergy Arkansas, Entergy      1992-1999
                                  Mississippi and Entergy New Orleans
                                 Secretary of Entergy Gulf States           1994-1995
                                 Director of System Energy                  1993-1995
C. John Wilder (a)          41   Executive Vice President and Chief         1998-Present
                                  Financial Officer of Entergy
                                  Corporation, Entergy Arkansas,
                                  Entergy Gulf States, Entergy
                                  Louisiana, Entergy Mississippi,
                                  Entergy New Orleans, and System
                                  Energy
                                 Director of Entergy Arkansas, Entergy      1999-Present
                                  Gulf States, Entergy Louisiana, Entergy 
   Mississippi, Entergy New Orleans, and
                                  System Energy
                                 Chief Executive Officer of Shell           1998
                                  Capital Company
                                 Assistant Treasurer of the Royal           1996-1998
                                  Dutch/Shell Group
                                 Director of Economics and Finance of       1995-1996
                                  Shell Exploration and Production
                                 Assistant Treasurer of Shell Oil           1992-1995
                                  Company
Frank F. Gallaher (a)       54   Senior Vice President, Generation,         1999-Present
                                  Transmission and Energy Management
  of Entergy Corporation, Entergy 
  Arkansas, Entergy Gulf States,
  Entergy Louisiana, Entergy 
  Mississippi, Entergy New Orleans,
  and System Energy
                                 Executive Vice President and Chief         1998-1999
                                  Utility Operating Officer for
                                  Entergy Arkansas, Entergy Gulf
                                  States, Entergy Louisiana, Entergy
                                  Mississippi, and Entergy New Orleans
                                 Group President and Chief Utility          1997-1999
                                  Operating Officer of  Entergy
                                  Corporation
                                 Group President and Chief Utility          1997-1998
                                  Operating Officer of Entergy
                                  Arkansas, Entergy Gulf States,
                                  Entergy Louisiana, Entergy
                                  Mississippi, and Entergy New Orleans
                                 Director of Entergy Arkansas, Entergy      1997-1999
                                  Louisiana, and Entergy Mississippi
                                 Executive Vice President of                1996-1997
                                  Operations of  Entergy Corporation
                                 President of Entergy Gulf States           1994-1996
                                 Director of Entergy Gulf States            1993-1999
                                 Executive Vice President of                1993-1997
                                  Operations of Entergy Arkansas,
                                  Entergy Louisiana, Entergy
                                  Mississippi, and Entergy New Orleans
Michael G. Thompson (a)     59   Senior Vice President and General          1992-Present
                                  Counsel of Entergy Corporation
                                 Senior Vice President,  General            1995-Present
                                  Counsel, and Secretary of Entergy
                                  Arkansas, Entergy Gulf States,
                                  Entergy Louisiana, Entergy
                                  Mississippi, and Entergy New Orleans
                                 Secretary of Entergy Corporation           1994-Present
Joseph T. Henderson (a)     42   Vice President and General Tax             1999-Present
                                  Counsel of Entergy Corporation,
                                  Entergy Arkansas, Entergy Gulf
                                  States, Entergy Louisiana, Entergy
                                  Mississippi, Entergy New Orleans and
                                  System Energy
                                 Associate General Tax Counsel              1998-1999
                                 Senior Tax Counsel of Shell Oil            1995-1998
                                  Company
                                 Senior Tax Attorney of Shell Oil           1994-1995
                                  Company
Nathan E. Langston (a)      51   Vice President and Chief Accounting        1998-Present
                                  Officer of Entergy Corporation,
                                  Entergy Arkansas, Entergy Gulf
                                  States, Entergy Louisiana, Entergy
                                  Mississippi, Entergy New Orleans,
                                  and System Energy
                                 Director of Tax Services of Entergy        1993-1998
                                  Services
Steven C. McNeal (a)        43   Vice President and Treasurer of            1998-Present
                                  Entergy Corporation, Entergy
                                  Arkansas, Entergy Gulf States,
                                  Entergy Louisiana, Entergy
                                  Mississippi, Entergy New Orleans,
                                  and System Energy
                                 Assistant Treasurer of Entergy             1994-1998
                                  Arkansas, Entergy Gulf States,
                                  Entergy Louisiana, Entergy
                                  Mississippi, Entergy New Orleans,
                                  and System Energy
                                 Director of Corporate Finance of           1994-1998
                                  Entergy Services

</TABLE>


(a)  In  addition, this officer is an executive officer and/or director  of
     various other wholly owned subsidiaries of Entergy Corporation and its
     operating companies.
(b)  Mr. Maulden retired effective December 31, 1999.

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



                                  PART II


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

Entergy Corporation

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

     The high and low prices of Entergy Corporation's common stock for each
quarterly period in 1999 and 1998 were as follows:

                               1999                   1998
                          High       Low        High        Low
                                      (In Dollars)
                                                         
      First              31 1/8     27 1/2     30 1/8      27 5/16
      Second             33 1/8     27 3/4     29 5/8      23 1/4
      Third              31 9/16    28 3/16    30 13/16    26 3/16
      Fourth             30         23 7/8     32 7/16     28 1/16

      Consecutive  quarterly cash dividends on common stock  were  paid  to
stockholders of Entergy Corporation in 1999 and 1998.  Quarterly  dividends
of  30  cents per share were paid in 1999.  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.

      As of February 29, 2000, there were 73,619 stockholders of record  of
Entergy Corporation.

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

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

      There  is  no  market  for the common stock of Entergy  Corporation's
wholly  owned  subsidiaries.  Cash dividends on common stock  paid  by  the
subsidiaries to Entergy Corporation during 1999 and 1998, were as follows:

                                       1999     1998
                                       (In Millions)
                               
                Entergy Arkansas      $ 82.7   $ 92.6
                Entergy Gulf States   $107.0   $109.4
                Entergy Louisiana     $197.0   $138.5
                Entergy Mississippi   $ 34.1   $ 66.0
                Entergy New Orleans   $ 26.5   $  9.7
                System Energy         $ 75.0   $ 72.3
                ETHC                  $ 10.0        -
                               

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


Item 6.   Selected Financial Data

      Refer  to "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF  ENTERGY
CORPORATION  AND  SUBSIDIARIES,  ENTERGY  ARKANSAS,  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                                                 42
  Management's Financial Discussion and Analysis                       43
  Report of Independent Accountants                                    56
  Management's Financial Discussion and Analysis                       57
  Consolidated Statements of Income For the Years Ended December 31,   65
    1999, 1998, and 1997
  Consolidated Statements of Cash Flows For the Years Ended December   66
    31, 1999, 1998, and 1997
  Consolidated Balance Sheets, December 31, 1999 and 1998              68
  Consolidated Statements of Retained Earnings, Comprehensive Income,  70
    and Paid-In Capital for the Years Ended December 31, 1999, 1998,
    and 1997
  Selected Financial Data - Five-Year Comparison                       71
Entergy Arkansas, Inc.:                                                  
  Report of Independent Accountants                                    72
  Management's Financial Discussion and Analysis                       73
  Income Statements For the Years Ended December 31, 1999, 1998, and   76
    1997
  Statements of Cash Flows For the Years Ended December 31, 1999,      77
    1998, and 1997
  Balance Sheets, December 31, 1999 and 1998                           78
  Statements of Retained Earnings for the Years Ended December 31,     80
    1999, 1998, and 1997
  Selected Financial Data - Five-Year Comparison                       81
Entergy Gulf States, Inc.:                                               
  Report of Independent Accountants                                    82
  Management's Financial Discussion and Analysis                       83
  Income Statements For the Years Ended December 31, 1999, 1998, and   87
    1997
  Statements of Cash Flows For the Years Ended December 31, 1999,      89
    1998, and 1997
  Balance Sheets, December 31, 1999 and 1998                           90
  Statements of Retained Earnings for the Years Ended December 31,     92
    1999, 1998, and 1997
  Selected Financial Data - Five-Year Comparison                       93
Entergy Louisiana, Inc.:                                                 
  Report of Independent Accountants                                    94
  Management's Financial Discussion and Analysis                       95
  Income Statements For the Years Ended December 31, 1999, 1998, and   98
    1997
  Statements of Cash Flows For the Years Ended December 31, 1999,      99
    1998, and 1997
  Balance Sheets, December 31, 1999 and 1998                          100
  Statements of Retained Earnings for the Years Ended December 31,    102
    1999, 1998, and 1997
  Selected Financial Data - Five-Year Comparison                      103
Entergy Mississippi, Inc.:                                               
  Report of Independent Accountants                                   104
  Management's Financial Discussion and Analysis                      105
  Income Statements For the Years Ended December 31, 1999, 1998, and  108
    1997
  Statements of Cash Flows For the Years Ended December 31, 1999,     109
    1998, and 1997
  Balance Sheets, December 31, 1999 and 1998                          110
  Statements of Retained Earnings for the Years Ended December 31,    112
    1999, 1998, and 1997
  Selected Financial Data - Five-Year Comparison                      113
Entergy New Orleans, Inc.:                                               
  Report of Independent Accountants                                   114
  Management's Financial Discussion and Analysis                      115
  Income Statements For the Years Ended December 31, 1999, 1998, and  118
    1997
  Statements of Cash Flows For the Years Ended December 31, 1999,     119
    1998, and 1997
  Balance Sheets, December 31, 1999 and 1998                          120
  Statements of Retained Earnings for the Years Ended December 31,    122
    1999, 1998, and 1997
  Selected Financial Data - Five-Year Comparison                      123
System Energy Resources, Inc.:                                           
  Report of Independent Accountants                                   124
  Management's Financial Discussion and Analysis                      125
  Income Statements For the Years Ended December 31, 1999, 1998, and  127
    1997
  Statements of Cash Flows For the Years Ended December 31, 1999,     129
    1998, and 1997
  Balance Sheets, December 31, 1999 and 1998                          130
  Statements of Retained Earnings for the Years Ended December 31,    132
    1999, 1998, and 1997
  Selected Financial Data - Five-Year Comparison                      133
Notes to Financial Statements for Entergy Corporation and             134
  Subsidiaries


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
                           REPORT OF MANAGEMENT

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

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

     The  Audit  Committee of our Board of Directors,  composed  solely  of
Directors  who are not employees of our company, meets with the independent
auditors,  management,  and internal accountants  periodically  to  discuss
internal  accounting controls and auditing and financial reporting matters.
The  Audit  Committee  appoints  the independent  accountants,  subject  to
ratification  by  the  shareholders.   The  Committee  reviews   with   the
independent  auditors  the  scope and results of  the  audit  effort.   The
Committee  also  meets periodically with the independent auditors  and  the
chief  internal auditor without management, providing free  access  to  the
Committee.

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

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



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



THOMAS J. WRIGHT                        JERRY D. JACKSON
Chairman, President, and Chief          Chairman of Entergy Gulf States,
Executive Officer of Entergy            Inc. and Entergy Louisiana, Inc.,
Arkansas, Inc.                          President and Chief Executive
                                        Officer of Entergy Gulf States,
                                        Inc. - Louisiana and Entergy
                                        Louisiana, Inc.



JOSEPH F. DOMINO                        CAROLYN C. SHANKS
President and Chief Executive Officer   Chairman, President, and Chief
of Entergy Gulf States, Inc. - Texas    Executive Officer of Entergy
                                        Mississippi, Inc.



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



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

Cash Flow

Operations

      Net  cash  flow  from  operations for Entergy, the  domestic  utility
companies,  and System Energy for the years ended December 31, 1999,  1998,
and 1997 was:

                                 1999     1998    1997
                                      (In Millions)
                                                 
          Entergy               $1,307   $1,753  $1,793
          Entergy Arkansas      $  313   $  409  $  435
          Entergy Gulf States   $  345   $  448  $  484
          Entergy Louisiana     $  410   $  342  $  315
          Entergy Mississippi   $  142   $  125  $  156
          Entergy New Orleans   $   60   $   40  $   54
          System Energy         $  103   $  299  $  286

     Entergy's consolidated cash flow from operations decreased as compared
to 1998 primarily due to less cash provided by competitive businesses.  The
decrease was also due to the completion of rate phase-in plans for some  of
the domestic utility companies during 1998.

      In  1999, competitive businesses used $9.3 million of operating cash
flow  from  operations compared with $151.7 million  they  contributed  in
1998.   This  change was primarily due to the sales of London  Electricity
and  CitiPower  in  December 1998.  Both businesses contributed  operating
cash  flow in 1998 but did not contribute at all in 1999.  Offsetting  the
decrease  in  operating  cash  flow in 1999 are  the  sales  of  Efficient
Solutions,  Inc. in September 1998 and Entergy Security, Inc.  in  January
1999.  These businesses used operating cash flow in 1998 and used none  in
1999.   Also, the power marketing and trading business used less operating
cash flow in 1999 than in 1998.

      In  prior years, rate phase-in plans for some of the domestic utility
companies  contributed  to  cash flow from operations.   But  Entergy  Gulf
States'  Louisiana  retail phase-in plan for River Bend  was  completed  in
February  1998, Entergy Mississippi's phase-in plan for Grand  Gulf  1  was
completed in September 1998, and Entergy Arkansas' phase-in plan for  Grand
Gulf 1 was completed in November 1998.  Therefore, these phase-in plans did
not contribute to operating cash flow in 1999.  Entergy New Orleans' phase-
in plan for Grand Gulf 1 will be completed in 2001.

     System Energy's operating cash flow decreased in 1999 primarily due to
an  increase  in  receivables from associated companies.  The  increase  in
receivables  is  primarily due to an increase in money pool borrowings  for
several Entergy affiliates as of December 31, 1999.  The money pool  is  an
inter-company borrowing arrangement designed to reduce the domestic utility
companies' dependence on external short-term borrowings.

Investing Activities

     Net cash provided by investing activities decreased in 1999 due to the
sales  in 1998 of London Electricity and CitiPower, and higher construction
expenditures  in  1999.   The  increased  construction  expenditures   were
primarily due to construction of the Saltend and Damhead Creek power plants
by  Entergy's  global  power  development business,  spending  on  customer
service and reliability improvements by the domestic utility companies, and
the  return  to  service of generation plants at Entergy Arkansas,  Entergy
Louisiana, and Entergy New Orleans.
                   

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


     The following items partially offset the overall decrease:

     o $947.4 million of the proceeds from the sale of London Electricity in
       1998 was used to purchase notes receivable which matured in August 1999.
       Upon maturity, $321.4 million of the proceeds was reinvested in other
       temporary investments consisting of U.S. dollar denominated commercial
       paper and bank deposits; and
     o the sales of Entergy Security, Inc. in January 1999 and Entergy Power
       Edesur Holding, LTD and several telecommunications businesses in June 
       1999.

Financing Activities

      Net cash used in financing activities decreased in 1999 primarily due
to:

     o the retirement in 1998 of debt associated with the acquisition of
       London Electricity and CitiPower;
     o increased borrowings in 1999 under the credit facilities for the
       construction of the Saltend and Damhead Creek power plants by Entergy's
       global power development business; and
     o a reduction in dividend payments made by Entergy Corporation in 1999
       compared to 1998.
     
     Partially offsetting the overall decrease were the following uses:

     o the 1999 repayment of bank borrowings by Entergy Corporation and ETHC
       with a portion of the proceeds from the sale of Entergy Security, Inc.;
     o the redemption of preferred stock in 1999 at Entergy Arkansas, Entergy
       Gulf States, and Entergy Louisiana; and
     o the repurchase of Entergy Corporation common stock.

Capital Resources and Outlays

     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 and interest payments.

For  the years 2000 through 2004, Entergy plans to spend $9.8 billion in  a
capital  investment  plan  focused on improving  service  at  the  domestic
utility  companies  and  growing its global power development  and  nuclear
operations  businesses.   The estimated allocation  in  the  plan  is  $4.2
billion to the domestic utility companies, $3.9 billion to the global power
development business, and $1.7 billion to the nuclear operations  business.
Management provides more information on construction expenditures and long-
term  debt and preferred stock maturities in Notes 5, 6, 7, and  9  to  the
financial statements.


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


     Entergy's sources to meet the above requirements include:

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

The  capital  investment  plan discussed above is subject  to  modification
based on the ongoing effects of transition to competition planning and  the
ability to recover the regulated utility costs in rates.  Additionally, the
plan  is  contingent upon Entergy's ability to access the capital necessary
to  finance  the  planned expenditures, and significant borrowings  may  be
necessary for Entergy to implement these capital spending plans.

      The domestic utility companies have plans to issue debt in 2000,  the
proceeds  of  which will be used for general corporate purposes,  including
capital  expenditures, the retirement of short-term indebtedness,  and,  in
the  case  of  Entergy Gulf States, the mandatory redemption of  preference
stock.   On  February 15, 2000, Entergy Mississippi issued $120 million  of
7.75% Series First Mortgage Bonds due February 15, 2003.  On March 9, 2000,
Entergy  Arkansas issued $100 million of 7.72% Series First Mortgage  Bonds
due  March 1, 2003.  Proceeds of both issuances will be used, in part,  for
the  retirement  of short-term indebtedness that was incurred  for  working
capital needs and capital expenditures.

     On February 25, 2000, Entergy Corporation obtained a 364-day term loan
in  the  amount of $120 million, accruing interest at a rate of 6.7%.   The
proceeds  are  being  used  to  make  an open-account  advance  to  Entergy
Louisiana  in order to repay maturing debt.  Entergy Corporation  will  use
any  remaining proceeds for general corporate purposes and working  capital
needs.

     During 1999, cash from operations, 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
$532.3 million in dividend payments from its subsidiaries in 1999.

      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 have sufficient capacity  under
these  issuance tests to consummate the financings planned for  2000.   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.

      Entergy's  ability  to  invest  in domestic  and  foreign  generation
businesses  is  subject  to  the  SEC's  regulations  under  PUHCA.   These
regulations limit to 50% of consolidated retained earnings the total amount
that  Entergy  may invest in domestic and foreign generation businesses  at
the  time  an  investment is made.  Using the proceeds from  the  sales  of
London Electricity and CitiPower, Entergy's FUCO and EWG subsidiaries  have
the  ability  to  make significant additional investments in  domestic  and
foreign  generation  businesses without the need of further  investment  by
Entergy Corporation.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                      LIQUIDITY AND CAPITAL RESOURCES
                                     
                                     
      Entergy's global power development business is currently constructing
two combined-cycle gas turbine merchant power plants in the UK.  Saltend, a
1,200 MW plant in northeast England, will provide steam and electricity  to
BP  Chemicals' nearby industrial complex, with the remaining electricity to
be  sold  into  the UK national power pool.  Approximately  75  MW  of  the
capacity will be sold to BP Chemicals under a PPA with a term of 15  years.
Originally  scheduled for commercial operation in January  2000,  Saltend's
completion has been delayed due to construction problems at the site.   The
construction contractor has submitted a revised construction schedule after
substantial analysis, and currently estimates a phased-in completion of the
three-unit  plant  with the full plant in service by June  30,  2000.   The
total  cost  of  Saltend  is currently estimated to be  approximately  $824
million.   The second plant, an 800 MW facility known as Damhead Creek,  is
located in southeast England.  It is expected to begin commercial operation
in  the  fourth  quarter of 2000. Management estimates the  total  cost  of
Damhead  Creek  at  approximately  $582  million.   The  financing  of  the
construction  of  these two power plants is discussed  in  Note  7  to  the
financial statements.

     In  October 1999, Entergy's global power development business obtained
an  option  to acquire twenty-four GE7FA advanced technology gas  turbines,
four  steam  turbines,  and eight GE7EA advanced technology  gas  turbines.
Delivery  of  the turbines is scheduled for 2001 through 2004.   The  total
cost  of the turbines, including long-term service agreements with GE Power
Systems,  is  approximately  $2.0 billion.  Management  plans  to  use  the
turbines  in  future  generation projects of the global  power  development
business,  and  anticipates that the acquisition of the  turbines  will  be
funded  by  a  combination of cash on hand, project  financing,  and  other
external  financing.  Payments  scheduled  for  the  acquisition  of  these
turbines  are $273 million in 2000, $415 million in 2001, and $311  million
in 2002.

      On July 13, 1999, Entergy's non-utility nuclear power business bought
the  670 MW Pilgrim Nuclear Station located in Plymouth, Massachusetts from
Boston  Edison.  The acquisition included the plant, real estate, materials
and  supplies, and nuclear fuel for a purchase price of $81  million.   The
purchase price was funded with a portion of the proceeds from the sales  of
non-regulated  businesses.  As part of the Pilgrim purchase, Boston  Edison
transferred  a  $471 million decommissioning trust fund to  Entergy's  non-
utility  nuclear  power  business.  After  a  favorable  tax  determination
regarding the trust fund, Entergy returned $43 million of the trust fund to
Boston  Edison.  Based on cost estimates provided by an outside consultant,
Entergy  believes that Pilgrim's decommissioning fund will be  adequate  to
cover  future  decommissioning  costs for the  Pilgrim  plant  without  any
additional deposits to the trust.

      Entergy's nuclear business has an outstanding offer to NYPA  for  the
acquisition  of  NYPA's  825 MW James A. FitzPatrick  nuclear  power  plant
located  near  Oswego, New York and NYPA's 980 MW Indian  Point  3  nuclear
power plant located in Westchester County, New York.  On February 24, 2000,
NYPA  received a competing offer for the purchase of these plants.   It  is
anticipated that the NYPA Board of Trustees will meet in mid to late  March 
to consider the offers.  If Entergy's offer is accepted, management expects
to close the acquisition by the fourth quarter of 2000.  Entergy  would pay
$50 million in cash at the  closing  of the  purchase,  plus  seven  annual
installments  of approximately $108 million each commencing one  year  from
the date of the closing.  Entergy projects that these installments will  be
paid  from  the  proceeds of the sale of power from  the  plants  and  that
Entergy will invest an additional $100 million in the plants.

      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's
capacity   to  make  additional  investments  at  December  31,  1999   was
approximately $2.2 billion.

      In 1999, Entergy Corporation paid $291.5 million in cash dividends on
its  common stock.  Declarations of dividends on Entergy's common stock are
made  at  the  discretion of the Board.  The Board evaluates the  level  of
Entergy  common stock dividends based upon Entergy's earnings and financial
strength.   Dividend restrictions are discussed in Note 8 to the  financial
statements.


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


      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.  In July  1999,  the  Board
approved  the  commitment of up to an additional $750  million  toward  the
repurchase  of Entergy common stock through December 31, 2001.  Shares  are
being  purchased  on a discretionary basis.  See Note 5  to  the  financial
statements for stock repurchases and issuances made during 1999.

      Entergy's 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.

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 Transition to Competition

      The  electric utility industry for years has been preparing  for  the
advent   of   competition  in  its  business,  particularly  in  generation
operations.   For most electric utilities, the transition from a  regulated
monopoly  to  a competitive business is challenging and complex.   The  new
electric  utility  environment presents opportunities to  compete  for  new
customers and creates the risk of loss of existing customers.  It  presents
opportunities  to  enter  into new businesses and to  restructure  existing
businesses.

      For  Entergy, it is a formidable undertaking, made uniquely difficult
because  the  domestic utility companies operate in five retail  regulatory
jurisdictions  and are subject to the System Agreement, which  contemplates
the  integrated operation of Entergy's electric generation and transmission
assets  throughout the retail service territories.  Entergy is striving  to
achieve  consistent  paths  to competition in all  five  retail  regulatory
jurisdictions.   Progress  was made in 1999 when  the  Arkansas  and  Texas
legislatures  enacted  laws  to bring about electric  utility  competition.
More  progress  is  expected  in 2000 as Entergy  continues  to  work  with
regulatory and legislative officials in all jurisdictions in designing  the
rules surrounding a competitive electricity industry.

State Regulatory and Legislative Activity

Arkansas

      In  April 1999, the Arkansas legislature enacted a law providing  for
competition in the electric utility industry  through retail open access on
January  1,  2002.   With  retail open access, generation  operations  will
become a competitive business, but transmission and distribution operations
will continue to be regulated.  The APSC may delay implementation of retail
open access, but not beyond June 30, 2003.  The provisions of the new law:

     o require utilities to separate (unbundle) their costs into generation,
       transmission, distribution, and customer service functions;
     o require  operation of transmission facilities by an organization
       independent from the generation, distribution, and retail operations;
     o provide  for  the determination of and mitigation  measures  for
       generation market power, which could require generation asset 
       divestitures;
     o allow for recovery of stranded and transition costs if the costs are
       approved by the APSC;
     o allow for the securitization of approved stranded costs; and
     o freeze residential and small business customer rates for three years
       by utilities that will recover stranded costs.

        Entergy   Arkansas   filed   separate   generation,   transmission,
distribution,  and customer service rates with the APSC in  December  1999.
The rates were based on the cost-of-service study that formed the basis  of
the rates included in the 1997 settlement agreement discussed in Note 2  to
the  financial  statements.  Hearings on the rate filing are scheduled  for
September  2000.   If approved, these rates will become effective  July  1,
2001.  Entergy Arkansas also filed notice with the APSC in December 1999 of
its intent to recover stranded costs.  The APSC and various participants in
the  industry, including Entergy Arkansas, are currently in the process  of
implementing   the  legislation  through  various  rulemaking   and   other
proceedings.


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

Texas

      In  June  1999,  the Texas legislature enacted a  law  providing  for
competition  in the electric utility industry through retail  open  access.
The  law  provides  for  retail  open access by  most  electric  utilities,
including  Entergy  Gulf  States, on January 1,  2002.   With  retail  open
access,  generation and a new retail provider operation will be competitive
businesses,  but transmission and distribution operations will continue  to
be  regulated.  The new retail provider function will be the primary  point
of  contact  with  the  customers for most services  beyond  initiation  of
electric  service  and  restoration of service following  an  outage.   The
provisions of the new law:

     o require a rate freeze through January 1, 2002 with frozen rates beyond
       that for residential and small commercial customers of incumbent 
       utilities;
     o require  utilities  to  separate  (unbundle)  their  generation,
       transmission and distribution, and retail electric provider functions.
       Entergy Gulf States filed its plan in January 2000 with the PUCT  to
       separate its functions.  The plan included separate transmission and
       distribution companies;
     o require operation in a non-discriminatory manner of transmission and
       distribution facilities by an organization independent from the 
       generation and retail operations by the time competition is implemented;
     o allow for recovery of stranded costs incurred in purchasing power and
       providing electric generation service if the costs are approved by the
       PUCT;
     o allow securitization of regulatory assets and stranded costs;
     o provide  for  the determination of and mitigation  measures  for
       generation market power; and
     o require utilities to file separated data and proposed transmission,
       distribution, and competition tariffs by April 1, 2000.

      The  market  power  measures include a  limit  on  the  ownership  of
generation assets by a power generation company within a specified  region.
The  implications of this limit are uncertain for Entergy Gulf  States  and
the Entergy system.  However, it is possible that Entergy Gulf States could
be  required to divest some of its generation assets if Entergy Gulf States
is  found  to have generation market power.  The legislation also  requires
affected  utilities to sell at auction, at least 60 days before January  1,
2002,  entitlements to at least 15% of their installed generation  capacity
in Texas.  The obligation to auction capacity entitlements continues for up
to  60  months  after  January 1, 2002, or until 40% of  customers  in  the
jurisdiction have chosen an alternative supplier, whichever comes first.

     The PUCT and various participants in the industry are currently in the
process  of  implementing the legislation through  various  rulemaking  and
other proceedings.  Two significant rules have been issued by the PUCT:

     o A code of conduct was approved by the PUCT in December 1999 to ensure
       that utilities do not allow affiliates to have a business advantage over
       competitors.   The rules allow the continuation of  shared  services
       affiliates, such as Entergy Operations and Entergy Services.  Entergy
       adopted an internal code of conduct to ensure compliance with the new
       rules.
     o Rules governing the separated costs filing have been issued.  Included
       is a provision establishing, as an alternative to a market-based return 
       on equity, a presumptively reasonable return on equity for a distribution
       utility at 200 basis points over its cost of debt.  The provision allows
       the utility to provide evidence that the return should be higher.  The
       rules  also provide that the utility may propose a performance-based
       enhancement to the authorized rate of return, based on distribution and
       transmission company independence.  Management does not agree with the
       arbitrary level set in the rule, and will seek a higher return in its
       separated costs filing.  A workshop has been held by the PUCT to discuss
       opportunities to seek a performance-based return.
     
     

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

     In  March  1999,  the  LPSC  deferred making  a  decision  on  whether
competition  in the electric industry is in the public interest.   However,
the  LPSC  staff,  outside consultants, and counsel were directed  to  work
together  to  analyze  and resolve issues related to competition  and  then
recommend  a  plan for its implementation to be considered by the  LPSC  by
January  1,  2001.   The  LPSC  staff, outside  consultants,  counsel,  and
industry members are working together to develop a plan to be submitted  to
the LPSC.

Mississippi

     The  MPSC issued a proposed transition plan in June 1998 and continues
to  hold  periodic  hearings  and request informational  filings  regarding
various  potential  effects  of  retail  competition.  In  February   2000,
legislation was introduced in Mississippi to establish a study committee to
consider competition and provide a report to the legislature by December 1,
2000. Management does not expect deregulation in Mississippi to occur prior
to   2003.    See  Note  2  to  the  financial  statements  for  additional
information.

New Orleans

      In 1997, Entergy New Orleans filed an electric business restructuring
plan  with  the  Council.   The Council has not  established  a  procedural
schedule  to  consider electricity restructuring or  Entergy's  plan.   The
Council  is conducting hearings regarding retail gas competition.   Entergy
New  Orleans  has filed a plan in that proceeding outlining the  conditions
under  which it could support retail gas competition.  The outcome of  this
proceeding is uncertain.

Federal Regulatory and Legislative Activity

Open Access Transmission and Entergy's Transco Proposal

     Competition within the wholesale electric energy market increased with
the  implementation of open access transmission.  Open  access  allows  any
supplier  to  transmit  electricity  to  its  customers  over  transmission
facilities owned by a different company.  In 1996, FERC required all public
utilities  that  it regulates to provide wholesale transmission  access  to
third  parties.  FERC also required utilities to implement and maintain  an
open  access  same-time  information system.   Entergy's  domestic  utility
companies made filings with FERC to comply with the FERC requirements.

      FERC  policy  strongly  favors independent  control  of  transmission
operations to enhance competitive wholesale power markets.  In response  to
this  policy,  Entergy  proposed the formation of a  regional  transmission
company  (Transco)  and sought guidance from FERC  on  the  proposal.   The
proposed Transco would be:

     o a  separate, independent, incentive-driven transmission  company
       regulated by FERC;
     o governed by an independent board of directors with no ties to Entergy
       or to any power market participant;
     o composed of the transmission system assets transferred to it by the
       domestic utility companies and other transmission owners;
     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  with no voting rights by the domestic  utility
       companies and other members who transfer assets.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                   SIGNIFICANT FACTORS AND KNOWN TRENDS
                                     
In  July 1999, FERC responded to Entergy's proposal and stated that passive
ownership  of a Transco by a generating company or other market participant
could  meet  FERC's current independence and governance requirements  under
certain  circumstances.  However, FERC raised concerns about the  following
issues regarding Entergy's proposal:

     o the selection process for the Transco's board of directors;
     o the Transco board's fiduciary obligations to the member companies;
     o the ability of the Transco to raise additional capital; and
     o restrictions on transactions between the Transco and the  member
       companies.
     
      Management  expects  to  make additional  filings  during  2000  with
federal, state, and local regulatory authorities addressing these and other
issues  and  seeking necessary approvals for the formation of the  Transco.
If approved, the Transco could become operational in 2001.

      In  a rulemaking that will affect the Transco, FERC issued Order 2000
in   December  1999.   Order  2000  calls  for  owners  and  operators   of
transmission  lines  in  the  United States to join  regional  transmission
organizations  ("RTOs") on a voluntary basis.  Order 2000  requires  public
utilities  that own, operate, or control interstate transmission facilities
to  file  by October 15, 2000 a proposal for how they intend to participate
in an RTO or, alternatively, to describe the steps they have taken to do so
or  the  reasons why it is not feasible to participate in an  RTO.   FERC's
Order 2000 requires that RTOs be effective no later than December 15, 2001.

      FERC  is  maintaining flexibility as to the structure of  RTOs.   For
example, it appears that RTOs may be for-profit or not-for-profit  and  may
be  organized  as  joint  ventures  or legal  entities  of  various  types.
However,  RTOs  will  be required, among other things,  to  be  independent
market   participants,  to  have  sufficient  regional  scope  to  maintain
reliability  and efficiency, to be non-discriminatory in granting  service,
and  to  maintain  operational  control over  their  regional  transmission
systems.

     The Transco, an independent, for-profit transmission company which has
already  been  proposed  to  FERC  by the domestic  utility  companies,  is
Entergy's  preferred  approach  for  complying  with  FERC's  Order   2000.
However,  Entergy  is also exploring other means for complying  with  Order
2000.

Deregulation legislation

     Over the past several years, a number of bills have been introduced in
the  United  States Congress to deregulate the generation function  of  the
electric  power industry.  The bills generally have provisions  that  would
give  retail  consumers the ability to choose their  own  electric  service
provider.   Entergy Corporation has supported some deregulation legislation
in  Congress  that would lead to an orderly transition to  competition  and
would  also repeal PUHCA and PURPA.  Congressional sentiment appears to  be
against  mandating retail competition by a certain date  and  in  favor  of
clarifying state authority to order retail choice for consumers.   Congress
adjourned  in  1999  without  final action on  a  deregulation  bill  by  a
committee of the House or Senate.

Industrial and Commercial Customers

      The domestic utility companies face the risk of losing customers  due
to  competition.   Some of their large industrial and commercial  customers
are   exploring  ways  to  reduce  their  energy  costs.   In   particular,
cogeneration  is  an  option  available to a  significant  portion  of  the
domestic utility companies' industrial customer base.  The domestic utility
companies  have  responded by working with some industrial  and  commercial
customers  and negotiating electric service contracts that provide  service
at  rates  lower  than would otherwise be charged.  Despite these  actions,
Entergy Gulf States and Entergy Louisiana have lost revenue in recent years
from  large industrial customers who have completed cogeneration  projects.
However, material losses to cogeneration are not expected in 2000.



<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                   SIGNIFICANT FACTORS AND KNOWN TRENDS
                                     
State and Local Rate Regulation

      The retail regulatory basis for setting rates for electric service is
shifting  in  some  jurisdictions  from traditional,  exclusively  cost-of-
service  regulation  to  include performance-based elements.   Performance-
based  formula  rate plans are designed to reward increased efficiency  and
productivity,  with  utility  shareholders and  customers  sharing  in  the
benefits.   Entergy  Mississippi  and Entergy  Louisiana  have  implemented
performance-based  rate plans.  These companies made the following  filings
resulting in rate reductions in 1999:

     o Entergy Louisiana submitted its formula rate plan filing for the 1998
       test year and implemented a rate reduction of approximately $15.0 
       million, effective August 1, 1999.  Entergy Louisiana's filing is 
       subject to further review by the LPSC, which may result in an 
       additional change in rates.
     o Entergy  Mississippi implemented a $13.3 million rate reduction,
       effective May 1999, based on its formula rate plan filing for the 1998 
       test year.  In June 1999, Entergy Mississippi revised its filing, 
       resulting in an additional rate reduction of approximately $1.5 
       million, effective July 1999.

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 lower authorized returns on common equity.  The domestic
utility  companies' retail and wholesale rate matters and  proceedings  are
discussed more thoroughly in Note 2 to the financial statements.

Other Electric Utility Trends

      Utility  mergers and joint ventures involving domestic  and  overseas
companies are another continuing trend in the industry.  In some  areas  of
the country, utilities have either sold or are attempting to sell all or  a
substantial  portion  of their generation assets in order  to  focus  their
businesses on transmission and/or distribution services.  Entergy,  through
its  global  power  development and non-utility nuclear  power  businesses,
intends  to  expand  its  generation  business.   While  the  global  power
development  business is focused on building new power plants or  modifying
existing  plants, the nuclear business expansion plan focuses on  acquiring
generation assets of other utilities.

      In  some areas of the United States, municipalities are exploring the
possibility of establishing their own electric distribution systems,  which
would  result  in  both residential and large industrial customers  leaving
some  investor-owned  utilities.  If the  efforts  of  a  municipality  are
successful, the investor-owned utility may be unable to recover some  costs
incurred for the purpose of serving those customers.

Continued Application of SFAS 71 and Stranded Cost Exposure

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



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


      As  the  generation  portion  of the utility  industry  moves  toward
competition, it is likely that generation rates will no longer be set on  a
cost-of-service  basis.  When that occurs, the generation  portion  of  the
business  could  be required to discontinue application of  SFAS  71.   The
result  of  discontinuing application of SFAS 71 could be the recording  of
asset impairments and the removal of regulatory assets and liabilities from
the  balance sheet.  Management believes that definitive outcomes have  not
yet  been  determined regarding the transition to competition  in  each  of
Entergy's  jurisdictions.   Therefore,  the  regulated  operations  of  the
domestic  utility companies and System Energy continue to  apply  SFAS  71.
Arkansas and Texas have enacted retail open access laws as described above,
but  Entergy  believes that significant issues remain to  be  addressed  by
Arkansas  and  Texas  regulators,  and the  enacted  laws  do  not  provide
sufficient detail to determine definitively the impact on Entergy Arkansas'
and Entergy Gulf States' regulated operations.

     As Entergy's domestic utility companies move toward competition, there
are  costs or commitments that have been incurred under a regulated pricing
system  that  might  be impaired or not recovered in a competitive  market.
These  costs  are  referred to as stranded costs.  The  restructuring  laws
enacted  in  Arkansas and Texas provide an opportunity for the recovery  of
stranded  costs  following review and approval by the  APSC  or  the  PUCT.
Nearly  all  of  Entergy's exposure to stranded costs involves  commitments
that were approved by regulators.  These exposures include the following:

     o the allowed cost of constructing its nuclear generating plants (the
       domestic utility companies' net investment in nuclear generation  is
       provided in Note 1 to the financial statements);
     o long-term contracts to purchase power under the Unit Power Sales
       Agreement and associated with the Vidalia project, which may require 
       paying above-market prices in a competitive environment (detail 
       concerning these obligations is provided in Note 9 to the financial 
       statements);
     o nuclear power plant decommissioning costs (detail concerning these
       costs is provided in Note 9 to the financial statements);
     o the construction cost of some fossil-fueled generating plants and
       related  contracts to buy fuel that may be above-market price  in  a
       competitive market (detail concerning the domestic utility companies' 
       net investment in generation other than nuclear, which is primarily 
       fossil fueled, is provided in Note 1 to the financial statements, 
       and detail concerning certain fuel contracts is provided in Note 9 
       to the financial statements); and
     o regulatory assets reflected in the balance sheets.

      As  of  December 31, 1999, the amount of these potentially strandable
costs  for  Entergy reflected in the financial statements is  approximately
$1.8  billion  at  Entergy Arkansas, $3.3 billion at Entergy  Gulf  States,
$2.5 billion at Entergy Louisiana, and $0.3 billion at Entergy Mississippi.
The estimated net present value of the obligations described above that are
not  reflected  in  the  balance sheets for Entergy is  approximately  $0.9
billion  at  Entergy Arkansas, $0.4 billion at Entergy  Gulf  States,  $1.5
billion  at  Entergy  Louisiana, $0.6 billion at Entergy  Mississippi,  and
$0.3  billion  at Entergy New Orleans.  In the normal course  of  business,
depreciation, amortization, and payments under the contractual  obligations
will  continue to reduce these amounts.  The actual amount of  these  costs
and  obligations that will be identified as stranded will be determined  in
regulatory  proceedings.  These proceedings will commence in  Arkansas  and
Texas in 2000.  The outcome of the proceedings cannot be predicted and will
depend  upon  a number of variables, including the timing of stranded  cost
determination,  the  values  attributable  to  certain  strandable  assets,
assumptions  concerning  future market prices for  electricity,  and  other
factors.  In addition, because transition legislation or regulation is  not
in  place in Louisiana, Mississippi, or New Orleans, Entergy cannot predict
how  those jurisdictions will treat stranded costs and whether Entergy will
be able to recover all or a part of the costs in those jurisdictions.



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


     Until the proceedings in Arkansas and Texas provide a greater level of
certainty,  it is anticipated that both Entergy Arkansas and  Entergy  Gulf
States will continue to apply SFAS 71 to their regulated operations.   SFAS
71  will  continue  to  be applied in the Louisiana, Mississippi,  and  New
Orleans   jurisdictions  pending  legislative  or  regulatory  developments
relating to transition to competition.  If SFAS 71 is no longer applied  by
the respective domestic utility companies and System Energy, and regulation
or  legislation  does not allow for recovery of all or  a  portion  of  its
stranded  costs, there could be a material adverse impact on the respective
domestic  utility companies' and Entergy's financial statements.   However,
Entergy  believes that the amount of costs that will be stranded without  a
means of recovery or mitigation for the domestic utility companies will  be
significantly less than the amounts referred to above.  The application  of
SFAS 71 is discussed more thoroughly in Note 1 to the financial statements.

Year 2000 Issues

      Entergy did not experience any significant problems in operations due
to the rollover to year 2000, and there were no power outages caused by the
rollover.   Entergy will continue to monitor additional dates  during  2000
that  could  be affected by the rollover to year 2000, but does not  expect
material  problems based on its testing and the results of the  January  1,
2000 rollover.

      Management expects to spend approximately $54 million for maintenance
and  modification costs related to year 2000 issues between 1998  and  mid-
2000.  Entergy has incurred approximately $51 million of this total through
December 1999.  The maintenance or modification costs associated with  year
2000  compliance are expensed as incurred, while the costs of new  software
are  capitalized and amortized over the software's useful life.  The  costs
are  being  funded through operating cash flows.  In certain  of  Entergy's
jurisdictions,  the expenses have been deferred and will be recovered  from
ratepayers into 2002.  Total capitalized costs for projects accelerated due
to  year 2000 were estimated to be $20 million, which is the amount Entergy
has incurred through December 1999.

Market Risks Disclosure

     Entergy is exposed to the following market risks:

     o the commodity price risk associated with its power marketing and
       trading business;
     o the interest rate risk associated with certain of its variable rate
       credit facilities; and
     o the  interest  rate  and equity price risk associated  with  its
       investments in decommissioning trust funds.

      Entergy's power marketing and trading business enters into sales  and
purchases  of  electricity  and natural gas for  delivery  in  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.   The
business  also manages its exposure with policies limiting its exposure  to
market risk and daily monitoring of its potential financial exposure.

      Entergy's  power marketing and trading business uses a  value-at-risk
model  (VAR)  as one measure of market risk for the traded portfolio.   VAR
acts in conjunction with stress testing, position reporting, and profit and
loss  reporting  in order to measure and control the risk inherent  in  the
traded  portfolio.  The primary use of VAR is to provide  a  benchmark  for
market risk contained in the trading portfolio.  VAR does not function as a
comprehensive  measure of all risks in a portfolio.   Furthermore,  VAR  is
only  an appropriate risk measure for products traded in relatively  liquid
markets.


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


      Management's VAR methodology uses a variance/covariance  approach  to
the  measurement  of market risk. The variance/covariance approach  assumes
that  prices follow a "random-walk" process in which prices are lognormally
distributed.  This approach requires the following inputs:

     o a one-tailed test with a 95% confidence interval that measures the
       probability of loss;
     o a 20-day window for measuring volatility;
     o cross-product correlation matrix that measures the  tendency  of
       different basis products to move together; and
     o inter-temporal correlation matrix that measures the tendency  of
       commodities with different delivery periods to move together.

Based  on  these  assumptions, this business' VAR  was  approximately  $3.3
million  as of December 31, 1999 and $6.1 million as of December 31,  1998.
During 1999, the average month-end VAR was $3.7 million, with a high month-
end VAR of $7.1 million and a low month-end VAR of $2.0 million.

      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 prices.  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.

     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.   Under  the  interest   rate   swap
agreements, Entergy receives floating-rate interest payments and pays fixed-
rate interest rate payments over the life of the agreements.  The floating-
rate  interest that Entergy receives is approximately equal to the interest
it must pay on the variable-rate credit facilities.  Therefore, through the
use  of  the swap agreements, Entergy effectively achieves a fixed rate  of
interest  on  the  credit  facilities.   These  swaps  are  discussed  more
thoroughly in Note 7 to the financial statements.

     Entergy is exposed to fluctuations in equity prices and interest rates
through  its nuclear decommissioning trust funds.  The NRC requires Entergy
to maintain trusts to fund the costs of decommissioning ANO 1, ANO 2, River
Bend,  Waterford  3,  Grand  Gulf, and Pilgrim.   The  funds  are  invested
primarily  in  equity securities; fixed-rate, fixed-income securities;  and
cash and cash equivalents.  Management believes that its exposure to market
fluctuations will not affect results of operations for the ANO, River Bend,
Grand  Gulf,  and  Waterford 3 trust funds because of  the  application  of
regulatory   accounting   principles.   The  Pilgrim   trust   fund   holds
approximately  $341 million of fixed-rate, fixed-income  securities  as  of
December 31, 1999.  These securities have an average coupon rate of  6.67%,
an  average  duration of 6.2 years, and an average maturity of  9.5  years.
The Pilgrim trust fund also holds equity securities worth approximately $81
million as of December 31, 1999.  These securities are held in a fund which
is   designed  to  approximate  the  Standard  &  Poor's  500  Index.   The
decommissioning trust funds are discussed more thoroughly in Notes 1 and  9
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,  of   retained   earnings,
comprehensive income 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, 1999 and 1998, and the results  of  their
operations  and their cash flows for each of the three years in the  period
ended  December 31, 1999 in conformity with accounting principles generally
accepted  in  the  United  States.   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  auditing
standards  generally accepted in the United States, 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 17, 2000




<PAGE>

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


      Entergy's  results  of  operations  are  discussed  in  two  business
categories, "Domestic Utility Companies and System Energy" and "Competitive
Businesses."   Domestic Utility Companies and System  Energy  is  Entergy's
predominant  business  segment, contributing  73%  of  Entergy's  operating
revenue  and 93% of its net income in 1999.  Competitive Businesses include
the  following  segments detailed in Note 14 to the  financial  statements:
power  marketing  and trading, Entergy London, CitiPower,  and  all  other.
"All  other"  principally  includes global power  development,  non-utility
nuclear   power,   and  the  parent  company,  Entergy  Corporation.    The
elimination  of  power  marketing  and trading  mark-to-market  profits  on
intercompany power transactions is also included in all other.  Note 14  to
the  financial  statements  provides  a  detailed  breakdown  of  financial
information by business segment.

      Net income for the year ended December 31, 1998 reflected the results
of  operations  for Entergy London, CitiPower, Efficient  Solutions,  Inc.,
Entergy   Security,  Inc.,  Entergy  Power  Edesur  Holdings,  and  several
telecommunications  businesses.  These businesses were  sold  between  late
1998  and mid-1999, and are therefore not included in some or all of 1999's
results of operations.

Net Income
     
      Entergy  Corporation's  consolidated net  income  in  1999  decreased
compared to 1998 primarily due to:

     o the absence of London Electricity's results of operations in 1999
       because of the sale of the business in December 1998; and
     o the gains on the sales of London Electricity and CitiPower reflected
       in 1998 results.

The  decrease is partially offset by gains on the sales of other businesses
in  1999, the loss on Efficient Solutions reflected in 1998 results,  a  5%
increase  in domestic utility net income, and a reduction in the  net  loss
for the power marketing and trading business.

      Entergy  Corporation's  consolidated net  income  in  1998  increased
compared  to  1997  primarily  due to the gains  on  the  sales  of  London
Electricity and CitiPower and the UK windfall profits tax reflected in 1997
results.


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


Domestic Utility Companies and System Energy

Revenues and Sales

      The  changes  in  electric operating revenues for Entergy's  domestic
utility companies and System Energy for 1999 and 1998 are as follows:

                                          Increase/(Decrease)
             Description                   1999        1998
                                            (In Millions)
                                                             
Base revenues                               $81.2     ($290.3)
Rate riders                                (164.1)     (108.6)
Fuel cost recovery                          188.7       (80.6)
Sales volume/weather                          5.3       187.3
Other revenue (including unbilled)           74.3      (191.0)
Sales for resale                            (50.3)       80.7
                                           ------     -------
Total                                      $135.1     ($402.5)
                                           ======     =======

Base revenues

     In 1999, base revenues increased $81.2 million primarily due to:

     o a  $93.6  million  reversal in June 1999 of regulatory  reserves
       associated with the accelerated amortization of accounting order 
       deferrals in conjunction with the settlement agreement in Entergy 
       Gulf States' Texas November 1996 and 1998 rate filings.  The 
       settlement agreement was approved by the PUCT in June 1999.  The 
       net income effect of this reversal is largely offset by the 
       amortization of rate deferrals discussed below; and
     o a reduction in the amount of reserves recorded in 1999 at Entergy Gulf
       States compared to 1998 for the anticipated effects of rate proceedings 
       in Texas.

     Partially offsetting these increases were:

     o annual base rate reductions implemented for Entergy Gulf States'
       Louisiana  and Texas retail customers in 1998 and 1999  and  Entergy
       Mississippi customers in 1999; and
     o reserves recorded by Entergy Gulf States' Louisiana jurisdiction,
       Entergy Louisiana, and Entergy New Orleans in 1999 for potential rate
       actions or rate refunds.

       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.

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


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


Rate rider revenues

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

     In 1999, rate rider revenues decreased $164.1 million due to a revised
Grand  Gulf  rider implemented at Entergy Arkansas and Entergy Mississippi.
The revised rider eliminated revenues attributable to the Grand Gulf phase-
in  plans,  which were completed in 1998, and implemented  the  Grand  Gulf
Accelerated  Recovery  Tariff (GGART), allowing  accelerated  recovery  and
payment  of  a  portion  of the two companies' Grand Gulf  purchased  power
obligations.   The  tariffs became effective in January  1999  and  October
1998, respectively.

      In  1998,  rate rider revenues decreased $108.6 million  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.

      In  1999,  fuel  cost  recovery  revenues  increased  $188.7  million
primarily due to:

     o an increased fuel factor and a new fuel surcharge implemented in
       Entergy Gulf States' Texas jurisdiction in 1999;
     o recovery of higher-priced fuel and purchased power costs at Entergy
       Louisiana due to nuclear outages at Waterford 3 in 1999; and
     o an increase in the energy cost recovery rate effective April 1999 and
       the completion of a customer refund obligation in 1998 which lowered 
       1998 fuel cost recovery at Entergy Arkansas.

     In 1998, fuel cost recovery revenues decreased $80.6 million primarily
due  to  lower  pricing at Entergy Louisiana resulting  from  a  change  in
generation mix.

Sales volume

      In  1998,  sales  volume  increased $187.3 million  as  a  result  of
significantly warmer weather at all of the domestic utility companies.

Other revenue

      In  1999, other revenue increased $74.3 million primarily  due  to  a
change  in  estimated unbilled revenues for the domestic utility companies.
The  changed  estimate more closely aligns the fuel component  of  unbilled
revenues  with  regulatory treatment.  This change is  expected  to  affect
comparisons to applicable prior period amounts through the first quarter of
2000.   Comparative  impacts are also affected by  seasonal  variations  in
demand.


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

      In  1998, other revenue decreased $191 million primarily due  to  the
revenue  portion of the gain recognized in December 1997 on the  settlement
by  Entergy Gulf States of litigation with Cajun, 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.

Sales for resale

     In 1999, sales for resale decreased $50.3 million primarily due to the
loss of certain municipal and co-op customer contracts at Entergy Arkansas.

      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.

Expenses

Fuel and purchased power expenses

     In 1999, fuel and purchased power expenses increased due to:

     o higher gas and purchased power prices as well as increased gas usage
       at Entergy Arkansas and Entergy Louisiana;
     o higher  fuel recovery due to an increased fuel factor  and  fuel
       surcharge in Entergy Gulf States' Texas jurisdiction; and
     o an increased energy cost recovery rate in 1999 and the completion of a
       customer refund obligation in 1998 which lowered 1998 fuel cost 
       recovery at Entergy Arkansas.

      These  increases were partially offset by decreased fuel expenses  at
Entergy Mississippi as a result of lower total generation.

Other operation and maintenance expenses

      In 1999, other operation and maintenance expenses increased primarily
due  to  increased customer service and reliability improvements throughout
the system, increases in storm damage accruals and loss reserves across the
system,  and increases in maintenance work at Entergy Arkansas and  Entergy
Mississippi.

      In 1998, other operation and maintenance expenses increased primarily
due  to the 1997 settlement of litigation with Cajun, which 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.

      This  increase was partially offset by decreased non-refueling outage
related  contract work and maintenance performed at Entergy  Louisiana  and
lower  contract  labor, materials and supplies expense, and  insurance  and
materials and supplies refunds at System Energy.


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


Depreciation and amortization expenses

     In 1999, depreciation and amortization expenses decreased due to:

     o lower depreciation at Entergy Gulf States as a result of the write-
       down  of  the River Bend abeyed plant as required by the Texas  rate
       settlement and a review of plant in-service dates; and
     o reduction in principal payments associated with the sale and leaseback
       in 1989 of a portion of Grand Gulf 1 at System Energy.

Other regulatory charges

     In 1999, other regulatory charges decreased due to:

     o lower accruals for transition costs in 1999 at Entergy Arkansas;
     o a change in the amortization period for deferred River Bend finance
       charges in the Entergy Gulf States' Texas retail jurisdiction; and
     o deferral  of Year 2000 costs at Entergy Gulf States and  Entergy
       Louisiana in accordance with an LPSC order.

      These  decreases were partially offset by increased charges at System
Energy  as a result of the implementation of the GGART at Entergy  Arkansas
and Entergy Mississippi.

     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 1997 reserves at Entergy Arkansas for  previously
deferred radioactive waste facility costs in December 1998.

      Entergy Arkansas' 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  1999,  amortization  of  rate  deferrals  decreased  due  to  the
completion  of  Grand  Gulf 1 rate phase-in plans at Entergy  Arkansas  and
Entergy  Mississippi  in 1998.  These decreases were  partially  offset  by
increased  amortization  at  Entergy Gulf States  due  to  a  reduction  of
accounting  order  deferrals  in June 1999 in  accordance  with  the  Texas
settlement agreement.

      In  1998,  amortization of rate deferrals decreased  because  of  the
completion of rate phase-in plans at Entergy Arkansas, Entergy Gulf  States
(Louisiana jurisdiction), and Entergy Mississippi.


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


Other

Other income

      In 1999, other income increased primarily due to an increase in AFUDC
resulting  from  an  adjustment recorded in the third quarter  of  1999  on
certain capital projects.

      In  1998, other income increased primarily due to lower reserves  for
regulatory  adjustments  recorded in 1998 than  in  1997  at  Entergy  Gulf
States.

      This increase was partially offset by interest income related to  the
settlement  by  Entergy Gulf States of litigation with  Cajun  recorded  in
December 1997.

Interest charges

      In  1999, interest on long-term debt decreased due to retirement  and
refinancing of long-term debt at the domestic utility companies and  System
Energy.

      Other  interest  increased in 1999 primarily due to interest  on  the
potential refund of System Energy's proposed rate increase.

      In  1998, interest charges decreased due to the retirement of certain
long-term debt at the domestic utility companies and System Energy.

Competitive Businesses

Revenues and Sales

     Competitive business revenues decreased approximately $2.8 billion for
the  year ended December 31, 1999.  The decrease was primarily due  to  the
sales  of Entergy London and CitiPower in 1998 and decreased sales revenues
in  the power marketing and trading business.  The decreased sales revenues
in  the  power  marketing  and  trading business  resulted  from  decreased
electricity  trading volume in the peak summer months in 1999  compared  to
1998.  However, the impact on net income from these decreased revenues  was
more  than  offset  by  decreased  fuel and  purchased  power  expenses  as
discussed  below,  resulting  in a reduction in  operating  loss  for  this
business  for the year ended December 31, 1999.  The decrease  in  revenues
was  partially  offset by an increase for the non-utility nuclear  business
resulting primarily from acquisition and operation of the Pilgrim plant  in
1999.

     Competitive business revenues increased $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 is offset by increased  power  purchased  for
resale as discussed below.



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

Fuel and purchased power expenses

      Fuel  and  purchased  power expenses decreased  for  the  year  ended
December 31, 1999, primarily due to:

     o the business sales previously discussed;
     o decreased electricity trading volume in the power marketing  and
       trading business; and
     o a $44 million ($27 million net of tax) counterparty default incurred
       in 1998 by the power marketing and trading business.

These decreases are partially offset by increased gas trading volume in the
power marketing and trading business.

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

Other operation and maintenance expenses

      Other operation and maintenance expenses decreased for the year ended
December 31, 1999 primarily due to the business sales previously discussed.
The decrease was partially offset by:

     o an increase for the power marketing and trading business resulting
       primarily from increased risk management and back-office support; and
     o an increase for the non-utility nuclear power business resulting
       primarily from acquisition and operation of the Pilgrim plant in 1999.

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

     o acquisition of security companies whose operation and maintenance
       expenses were included in 1998 but not in 1997; and
     o higher transmission expenses for the power marketing and trading
       business due to significantly increased power trading sales volume.

Other

Other income

      Other  income  decreased for the year ended December  31,  1999,  due
primarily  to the gains recorded in 1998 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).  The decrease was partially  offset  by  the
following:

     o interest income of $58.5 million in 1999 on the proceeds of the sales
       of Entergy London and CitiPower;
     o a $26.7 million ($17 million net of tax) gain on the sale of Entergy
       Power Edesur Holdings in June 1999;
     o a $12.9 million ($8.0 million net of tax) gain on the sale of Entergy
       Hyperion Telecommunications in June 1999;



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


     o a $22.0 million ($6.4 million net of tax) gain on the sale of Entergy
       Security, Inc. in January 1999, including a true-up recognized in 
       December 1999;
     o a $7.6 million ($4.9 million net of tax) favorable adjustment to the
       final sale price of CitiPower in January 1999;
     o a  $68.6 million ($35.9 million net of tax) loss on the sale  of
       Efficient Solutions, Inc. (formerly Entergy Integrated 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 in 1998; and
     o favorable experience on warranty reserves for the businesses sold
       during 1998.

     In 1998, other income increased primarily due to 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).

     This increase in 1998 was 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; and
     o $32.8 million ($21.3 million net of tax) of write-downs of Entergy's
       investments in electric generation projects in Asia, one of which 
       was sold.

Income taxes

      The  effective income tax rates for 1999, 1998, and 1997 were  37.5%,
25.3%, and 61.0%, respectively.  The effective income tax rate increased in
1999 primarily due to the items discussed below that occurred in 1998.  The
increase was partially offset by the recording of deferred tax benefits  in
1999 related to expected utilization of foreign tax credits.
     
     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 settlement by Entergy Gulf States of litigation
       with Cajun 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.

<PAGE>                                     

<TABLE>
<CAPTION>
                    ENTERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
                                                      
                                                        For the Years Ended December 31, 
                                                        1999           1998        1997
                                                         (In Thousands, Except Share Data)
<S>                                                   <C>           <C>          <C>
               OPERATING REVENUES                                                          
Domestic electric                                     $6,271,414    $6,136,322   $6,538,831
Natural gas                                              110,355       115,355      137,345
Steam products                                            15,852        43,167       43,664
Competitive businesses                                 2,375,607     5,199,928    2,819,086
                                                      ----------   -----------   ----------
TOTAL                                                  8,773,228    11,494,772    9,538,926
                                                      ----------   -----------   ----------
                                                                                           
               OPERATING EXPENSES                                                    
Operating and Maintenance:                                                                 
   Fuel, fuel-related expenses, and                                                        
     gas purchased for resale                          2,082,875     1,706,028    1,677,041
   Purchased power                                     2,442,484     4,585,444    2,318,811
   Nuclear refueling outage expenses                      76,057        83,885       73,857
   Other operation and maintenance                     1,705,545     1,988,040    1,886,149
Decommissioning                                           45,988        46,750       52,552
Taxes other than income taxes                            339,284       362,153      365,439
Depreciation and amortization                            698,881       938,179      927,456
Other regulatory charges (credits) - net                   8,113        35,136      (18,545)
Amortization of rate deferrals                           122,347       237,302      421,803
                                                      ----------   -----------   ----------
TOTAL                                                  7,521,574     9,982,917    7,704,563
                                                      ----------   -----------   ----------
                                                                                           
OPERATING INCOME                                       1,251,654     1,511,855    1,834,363
                                                      ----------   -----------   ----------
                                                                                           
           OTHER INCOME (DEDUCTIONS)                                                 
Allowance for equity funds used during construction       29,291        12,465       10,057
Gain on sale of assets - net                              71,926       274,941       26,432
Miscellaneous - net                                      154,423        85,618     (236,340)
                                                      ----------   -----------   ----------
TOTAL                                                    255,640       373,024     (199,851)
                                                      ----------   -----------   ----------
                                                                                  
                                                                                           
           INTEREST AND OTHER CHARGES                                                
Interest on long-term debt                               476,877       735,601      797,266
Other interest - net                                      82,471        65,047       51,624
Distributions on preferred securities of                  18,838        42,628       21,319
subsidiaries
Allowance for borrowed funds used during construction    (22,585)      (10,761)      (7,937)
                                                      ----------   -----------   ----------
TOTAL                                                    555,601       832,515      862,272
                                                      ----------   -----------   ----------
                                                                                           
INCOME BEFORE INCOME TAXES                               951,693     1,052,364      772,240
                                                                                           
Income taxes                                             356,667       266,735      471,341
                                                      ----------   -----------   ----------
                                                                                           
CONSOLIDATED NET INCOME                                  595,026       785,629      300,899
                                                                                           
Preferred dividend requirements and other                 42,567        46,560       53,216
                                                      ----------   -----------   ----------
                                                                                           
EARNINGS APPLICABLE TO                                                                     
COMMON STOCK                                            $552,459      $739,069     $247,683
                                                      ==========   ===========   ==========
Earnings per average common share:                                                         
    Basic and diluted                                      $2.25         $3.00        $1.03
Dividends declared per common share                        $1.20         $1.50        $1.80
Average number of common shares outstanding:                                               
    Basic                                            245,127,460   246,396,469  240,207,539
    Diluted                                          245,326,883   246,572,328  240,347,697
                                                                                           
See Notes to Financial Statements.                                                         
     
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          
                                                                                    For the Years Ended December 31,
                                                                                      1999         1998         1997
                                                                                            (In Thousands)
                                                                                                                
<S>                                                                                 <C>          <C>         <C>
                             OPERATING ACTIVITIES                                                                     
Consolidated net income                                                             $595,026     $785,629     $300,899
Noncash items included in net income:                                                                                 
  Gain on Cajun Settlement                                                                 -            -     (246,022)
  Amortization of  rate deferrals                                                    122,347      237,302      421,803
  Reserve for regulatory adjustments                                                  10,531      130,603      381,285
  Other regulatory charges (credits) - net                                             8,113       35,136      (18,545)
  Depreciation, amortization, and decommissioning                                    744,869      984,929      980,008
  Deferred income taxes and investment tax credits                                  (204,644)     (64,563)    (252,955)
  Allowance for equity funds used during construction                                (29,291)     (12,465)     (10,057)
  Gain on sale of assets - net                                                       (71,926)    (274,941)     (26,432)
Changes in working capital (net of effects from acquisitions and dispositions):                                       
  Receivables                                                                          9,246       24,176      (99,411)
  Fuel inventory                                                                      (1,359)      28,439       20,272
  Accounts payable                                                                    35,233       31,229      181,243
  Taxes accrued                                                                      158,733       58,505      143,151
  Interest accrued                                                                   (56,552)     (37,937)      (9,849)
  Deferred fuel                                                                      (71,072)     (18,993)     (28,412)
  Other working capital accounts                                                      45,285       43,209     (102,303)
Provision for estimated losses and reserves                                          (59,464)    (133,880)     (22,423)
Changes in other regulatory assets                                                   (36,379)     (13,684)      28,016
Proceeds from settlement of Cajun litigation                                               -            -      102,299
Other                                                                                108,673      (49,996)      50,204
                                                                                  ----------   ----------   ----------
Net cash flow provided by operating activities                                     1,307,369    1,752,698    1,792,771
                                                                                  ----------   ----------   ----------
                                                                                                                      
                              INVESTING ACTIVITIES                                                                    
Construction/capital expenditures                                                 (1,195,750)  (1,143,612)    (847,223)
Allowance for equity funds used during construction                                   29,291       12,465       10,057
Nuclear fuel purchases                                                              (137,649)    (102,747)     (89,237)
Proceeds from sale/leaseback of nuclear fuel                                         137,093      128,210      144,442
Proceeds from sale of businesses                                                     351,082    2,275,014       54,153
Investment in other nonregulated/nonutility properties                               (81,273)     (85,014)  (2,039,370)
Proceeds from notes receivable                                                       956,356            -            -
Purchase of other temporary investments                                             (321,351)    (947,444)           -
Decommissioning trust contributions and realized change in trust assets              (61,766)     (73,641)     (68,139)
Other                                                                                (42,258)           -      (15,966)
                                                                                  ----------   ----------   ----------
Net cash flow provided by (used in) investing activities                            (366,225)      63,231   (2,851,283)
                                                                                  ----------   ----------   ----------
                                                                                                                      
See Notes to Financial Statements.                                                                                    
                                                                                                                      
</TABLE>
         

<PAGE>

<TABLE>
<CAPTION>
                                                             
                     ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          
                                                                       For the Years Ended December 31,
                                                                       1999         1998         1997
                                                                               (In Thousands)
<S>                                                                  <C>          <C>          <C>
                       FINANCING ACTIVITIES                                                        
Proceeds from the issuance of:                                                                           
  Long-term debt                                                      1,113,370    1,904,074    2,047,282
  Preferred securities of subsidiary trusts and partnerships                  -            -      382,323
  Common stock                                                           15,320       19,341      305,379
Retirement of:                                                                                           
  Long-term debt                                                     (1,195,451)  (3,151,680)    (751,669)
Repurchase of common stock                                             (245,004)      (2,964)           -
Redemption of preferred stock                                           (98,597)     (17,481)    (124,367)
Changes in short-term borrowings - net                                 (165,506)     205,412      142,025
Dividends paid:                                                                                          
  Common stock                                                         (291,483)    (373,441)    (438,183)
  Preferred stock                                                       (43,621)     (46,809)     (51,270)
                                                                     ----------   ----------   ----------

Net cash flow provided by (used in) financing activities               (910,972)  (1,463,548)   1,511,520
                                                                     ----------   ----------   ----------
                                                                                                         
Effect of exchange rates on cash and cash equivalents                      (948)       1,567      (11,164)
                                                                     ----------   ----------   ----------
                                                                                                         
Net increase in cash and cash equivalents                                29,224      353,948      441,844
                                                                                                         
Cash and cash equivalents at beginning of period                      1,184,495      830,547      388,703
                                                                     ----------   ----------   ----------
                                                                                                         
Cash and cash equivalents at end of period                           $1,213,719   $1,184,495     $830,547
                                                                     ==========   ==========   ==========
                                                                                                         
                                                                                                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                        
  Cash paid during the period for:                                                                       
    Interest - net of amount capitalized                               $601,739     $833,728     $831,307
    Income taxes                                                       $373,537     $273,935     $390,238
  Noncash investing and financing activities:                                                            
     Change in unrealized appreciation of                                                                
       decommissioning trust assets                                     $41,582      $46,325      $30,951
  Treasury shares issued to acquire security business                         -            -      $21,464
  Net assets acquired from Cajun settlement                                   -            -     $319,056
  Decommissioning trust fund acquired from Pilgrim acquisition         $471,284            -            -
                                                                                                         
 See Notes to Financial Statements.                                                                      

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS 
                             ASSETS
                                                
                                                                         December 31,
                                                                      1999         1998
                                                                         (In Thousands)
<S>                                                               <C>          <C>
                       CURRENT ASSETS                                                     
Cash and cash equivalents:                                                                
   Cash                                                              $108,198     $386,764
   Temporary cash investments - at cost,                                                  
    which approximates market                                       1,105,521      797,731
                                                                  -----------  -----------
       Total cash and cash equivalents                              1,213,719    1,184,495
                                                                  -----------  -----------
Other temporary investments - at cost,                                                    
  which approximates market                                           321,351            -
Notes receivable                                                        2,161      959,328
Accounts receivable:                                                                      
  Customer                                                            290,331      280,648
  Allowance for doubtful accounts                                      (9,507)     (10,300)
  Other                                                               207,898      197,362
  Accrued unbilled revenues                                           298,616      245,350
                                                                  -----------  -----------
       Total receivables                                              787,338      713,060
                                                                  -----------  -----------
Deferred fuel costs                                                   240,661      169,589
Fuel inventory - at average cost                                       94,419       90,408
Materials and supplies - at average cost                              392,403      374,674
Rate deferrals                                                         30,394       37,507
Deferred nuclear refueling outage costs                                58,119       37,138
Prepayments and other                                                  78,567       77,749
                                                                  -----------  -----------
TOTAL                                                               3,219,132    3,643,948
                                                                  -----------  -----------
                                                                                          
               OTHER PROPERTY AND INVESTMENTS                                             
Investment in subsidiary companies - at equity                            214          214
Decommissioning trust funds                                         1,246,023      709,018
Non-utility property - at cost (less accumulated depreciation         317,165      275,421
Non-regulated investments                                             198,003      487,586
Other - at cost (less accumulated depreciation)                        16,714       16,041
                                                                  -----------  -----------
TOTAL                                                               1,778,119    1,488,280
                                                                  -----------  -----------
                                                                                          
                        UTILITY PLANT                                                     
Electric                                                           23,163,161   22,704,572
Plant acquisition adjustment                                          406,929      423,195
Property under capital lease                                          768,500      789,045
Natural gas                                                           186,041      183,621
Steam products                                                              -       80,537
Construction work in progress                                       1,500,617      911,278
Nuclear fuel under capital lease                                      286,476      282,595
Nuclear fuel                                                           87,693       29,690
                                                                  -----------  -----------
TOTAL UTILITY PLANT                                                26,399,417   25,404,533
Less - accumulated depreciation and amortization                   10,898,661   10,075,951
                                                                  -----------  -----------
UTILITY PLANT - NET                                                15,500,756   15,328,582
                                                                  -----------  -----------
                                                                                          
              DEFERRED DEBITS AND OTHER ASSETS                                            
Regulatory assets:                                                                        
    Rate deferrals                                                     16,581      125,095
    SFAS 109 regulatory asset - net                                 1,068,006    1,141,318
    Unamortized loss on reacquired debt                               198,631      191,786
    Other regulatory assets                                           637,870      528,179
Long-term receivables                                                  32,260       34,617
Other                                                                 533,732      354,889
                                                                  -----------  -----------
TOTAL                                                               2,487,080    2,375,884
                                                                  -----------  -----------
                                                                                          
TOTAL ASSETS                                                      $22,985,087  $22,836,694
                                                                  ===========  ===========
See Notes to Financial Statements.                                                        
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
    
                      ENTERGY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                                                
                                                                            December 31,
                                                                         1999         1998
                                                                          (In Thousands)    
<S>                                                                 <C>          <C>
                      CURRENT LIABILITIES                                                   
Currently maturing long-term debt                                      $194,555     $255,221
Notes payable                                                           120,715      296,790
Accounts payable                                                        707,678      522,072
Customer deposits                                                       161,909      148,972
Taxes accrued                                                           445,677      284,847
Accumulated deferred income taxes                                        72,640       31,976
Nuclear refueling outage costs                                           11,216       16,991
Interest accrued                                                        129,028      185,688
Co-owner advances                                                         7,018        4,073
Obligations under capital leases                                        178,247      176,270
Other                                                                   125,749       58,909
                                                                    -----------  -----------
TOTAL                                                                 2,154,432    1,981,809
                                                                    -----------  -----------
                                                                                            
            DEFERRED CREDITS AND OTHER LIABILITIES                                          
Accumulated deferred income taxes                                     3,310,340    3,538,332
Accumulated deferred investment tax credits                             519,910      565,744
Obligations under capital leases                                        205,464      220,209
FERC settlement - refund obligation                                      37,337       43,159
Other regulatory liabilities                                            199,139      153,163
Decommissioning                                                         703,453      243,400
Transition to competition                                               157,034       90,623
Regulatory reserves                                                     378,307      674,310
Accumulated provisions                                                  279,425      252,321
Other                                                                   535,156      498,989
                                                                    -----------  -----------
TOTAL                                                                 6,325,565    6,280,250
                                                                    -----------  -----------
                                                                                            
Long-term debt                                                        6,612,583    6,596,617
Preferred stock with sinking fund                                        69,650      167,523
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
                                                                                            
                     SHAREHOLDERS' EQUITY                                                   
Preferred stock without sinking fund                                    338,455      338,455
Common stock, $.01 par value, authorized 500,000,000                                        
   shares; issued 247,082,345 shares in 1999 and                                            
   246,829,076 shares in 1998                                             2,471        2,468
Paid-in capital                                                       4,636,163    4,630,609
Retained earnings                                                     2,786,467    2,526,888
Accumulated other comprehensive loss:                                                       
   Cumulative foreign currency translation adjustment                   (68,782)     (46,739)
   Net unrealized investment losses                                      (5,023)           -
Less - treasury stock, at cost (8,045,434 shares in 1999 and                                
  208,907 shares in 1998)                                               231,894        6,186
                                                                    -----------  -----------
TOTAL                                                                 7,457,857    7,445,495
                                                                    -----------  -----------
                                                                                            
Commitments and Contingencies (Notes 2, 9, 10, and 11)                                          
                                                                                            
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $22,985,087  $22,836,694
                                                                    ===========  ===========
See Notes to Financial Statements.                                                          
</TABLE>
 

<PAGE>

<TABLE>
<CAPTION>
 
                        ENTERGY CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
                                                               
                                                                         For the Years Ended December 31,
                                                                1999                     1998                    1997
                                                                                   (In Thousands)
<S>                                                     <C>           <C>        <C>           <C>       <C>           <C> 
                   RETAINED EARNINGS                                                                       
Retained Earnings - Beginning of period                $2,526,888               $2,157,912              $2,341,703
                                                                                                                  
     Add  - Earnings applicable to common stock           552,459    $552,459      739,069    $739,069     247,683    $247,683
                                                                                                                  
     Deduct:                                                                                                      
        Dividends declared on common stock                294,352                  369,498                 432,268
        Capital stock and other expenses                   (1,472)                     595                    (794)
                                                       ----------               ----------              ----------
              Total                                       292,880                  370,093                 431,474
                                                       ----------               ----------              ----------
                                                                                                                  
Retained Earnings - End of period                      $2,786,467               $2,526,888              $2,157,912
                                                       ==========               ==========              ==========
                                                                                                     
                                                                                                           
                                                                                                            
                                                                                                          
         ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):                                            
Balance at beginning of period                           ($46,739)                ($69,817)                $21,725
Foreign currency translation adjustments                  (22,043)    (22,043)      23,078      23,078     (91,542)      (91,542)
Net unrealized investment losses                           (5,023)     (5,023)           -           -           -             -
                                                         --------                 --------                --------
Balance at end of period                                 ($73,805)                ($46,739)               ($69,817)
                                                         ========    --------     ========    --------    ========      --------
Comprehensive Income                                                 $525,393                 $762,147                  $156,141
                                                                     ========                 ========                  ========
                                                                                                                       
                                                                                                                       
                                                                                                                       
                                                                                                                       
                    PAID-IN CAPITAL                                                                                    
Paid-in Capital - Beginning of period                  $4,630,609               $4,613,572              $4,320,591
                                                                                                                       
     Add:                                                                                                              
        Gain on reacquisition of subsidiaries'                  -                        -                     273
          preferred stock
        Common stock issuances related to stock plans       5,554                   17,037                 292,870
                                                       ----------               ----------              ----------
              Total                                         5,554                   17,037                 293,143
                                                       ----------               ----------              ----------
                                                                                                              
     Deduct:                                                                                                           
        Capital stock discount and other expenses               -                        -                     162
                                                       ----------               ----------              ----------
              Total                                             -                        -                     162
                                                       ----------               ----------              ----------
                                                                                                                       
Paid-in Capital - End of period                        $4,636,163               $4,630,609              $4,613,572
                                                       ==========               ==========              ==========
                                                                                                              
                                                                                                                       
See Notes to Financial Statements.                                                                                     

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                     
                                       1999       1998 (1)     1997 (2)     1996 (3)       1995
                                        (In Thousands, Except Percentages and Per Share Amounts)
<S>                                <C>          <C>          <C>          <C>          <C>
Operating revenues                 $ 8,773,228  $11,494,772  $ 9,538,926  $ 7,163,526  $ 6,273,072
Consolidated net income            $   595,026  $   785,629  $   300,899  $   490,563  $   562,534 (5)
Earnings per share                                                                     
     Basic and Diluted             $      2.25  $      3.00  $      1.03  $      1.83  $      2.13 (5)
Dividends declared per share       $      1.20  $      1.50  $      1.80  $      1.80  $      1.80
Return on average common equity          7.77%       10.71%        3.71%        6.41%        8.11%
Book value per share, year-end     $     29.78  $     28.82  $     27.23  $     28.51  $     28.41
Total assets                       $22,985,087  $22,836,694  $27,000,700  $22,956,025  $22,265,930
Long-term obligations (4)          $ 7,252,697  $ 7,349,349  $10,154,330  $ 8,335,150  $ 7,484,248
                                                                                       
</TABLE>

(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
     stock  with  sinking fund, preference stock, preferred  securities  of
     subsidiary  trusts  and  partnership,  and  noncurrent  capital  lease
     obligations.

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

<TABLE>
<CAPTION>
                           1999         1998        1997         1996         1995
                                             (Dollars in Thousands)
<S>                     <C>           <C>          <C>          <C>          <C>
Domestic Utility Electric
  Operating Revenues:                                                                    
   Residential          $2,231,091    $2,299,317   $2,271,363   $2,277,647   $2,177,348
   Commercial            1,502,267     1,513,050    1,581,878    1,573,251    1,491,818
   Industrial            1,878,363     1,829,085    2,018,625    1,987,640    1,810,045
   Governmental            163,403       172,368      171,773      169,287      154,032
                        ----------    ----------   ----------   ----------   ----------
     Total retail        5,775,124     5,813,820    6,043,639    6,007,825    5,633,243
   Sales for resale        397,844       448,842      359,881      376,011      334,874
   Other (1)                98,446      (126,340)     135,311       67,104      119,901
                        ----------    ----------   ----------   ----------   ----------
     Total              $6,271,414    $6,136,322   $6,538,831   $6,450,940   $6,088,018
                        ==========    ==========   ==========   ==========   ==========
Billed Electric Energy                                                               
 Sales (GWH):                                                                 
   Residential              30,631        30,935       28,286       28,303       27,704
   Commercial               23,775        23,177       21,671       21,234       20,719
   Industrial               43,549        43,453       44,649       44,340       42,260
   Governmental              2,564         2,659        2,507        2,449        2,311
                        ----------    ----------   ----------   ----------   ----------
     Total retail          100,519       100,224       97,113       96,326       92,994
   Sales for resale          9,714        11,187        9,707       10,583       10,471
                        ----------    ----------   ----------   ----------   ----------
     Total                 110,233       111,411      106,820      106,909      103,465
                        ==========    ==========   ==========   ==========   ==========


(1)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, 1999 and 1998, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1999  in
conformity  with  accounting principles generally accepted  in  the  United
States.  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 auditing standards generally accepted in  the
United  States, 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 17, 2000






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

Net Income

      Net  income  decreased  in 1999 primarily due to  decreased  electric
operating  revenues  and  increased  operation  and  maintenance  expenses,
partially offset by lower regulatory charges.

      Net  income  decreased  in 1998 primarily due to  decreased  electric
operating  revenues  which were partially offset  by  lower  operation  and
maintenance expenses and lower interest charges.

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 1999 and 1998 are as follows:

                                           Increase/(Decrease)
             Description                    1999       1998
                                              (In Millions)
                                                            
Base revenues                                $4.5      ($7.0)
Rate riders                                 (68.2)    (106.0)
Fuel cost recovery                           36.4      (21.8)
Sales volume/weather                          3.8       55.8
Other revenue (including unbilled)          (25.2)      11.4
Sales for resale                            (18.1)     (39.4)
                                           ------    -------
Total                                      ($66.8)   ($107.0)
                                           ======    =======

Rate riders

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

      In 1999, rate rider revenues decreased as a result of a revised Grand
Gulf rider, which includes the completion of the Grand Gulf 1 phase-in plan
in  November 1998, partially offset by the Grand Gulf Accelerated  Recovery
Tariff  (GGART).   The GGART is designed to allow Entergy Arkansas  to  pay
down  a portion of its Grand Gulf purchased power obligation in advance  of
the  implementation  of retail access in Arkansas.   The  rider  and  GGART
became  effective with the first billing cycle in January 1999.  The  GGART
is discussed further in Note 2 to the financial statements.

      In 1998, rate rider revenues decreased primarily due to a 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.
This  agreement  is  discussed in more detail in Note 2  to  the  financial
statements.

Fuel cost recovery

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

      Fuel  cost recovery revenues increased in 1999 due to an increase  in
the  energy  cost  recovery  factor,  effective  in  April  1999,  and  the
completion of a customer refund obligation in 1998, which lowered 1998 fuel
cost recovery.


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

Other revenue

      In 1999, other revenue decreased primarily as a result of a change in
estimated unbilled revenues and, to a lesser extent, less favorable weather
for  the unbilled period of 1999.  The changed estimate more closely aligns
the  fuel component of unbilled revenue with its regulatory treatment.  The
change  in estimate is expected to affect comparisons of revenue applicable
to  prior  period  amounts through the first quarter of 2000.   Comparative
impacts are also affected by seasonal impacts on demand.

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

     In  1999,  sales  for  resale decreased due to  the  loss  of  certain
municipal and co-op customer contracts.
     
     In  1998,  sales for resale decreased primarily due to a  decrease  in
sales   to  associated  companies.   The  decrease  resulted  from  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 revenue from non-
associated  companies  as  a result of short-term  contracts  with  certain
wholesale customers.

Expenses

Fuel and purchased power expenses

     In 1999, fuel expenses increased primarily due to:

     o higher-priced gas generation as a result of refueling outages at ANO1
       and ANO2, a mid-cycle maintenance outage at ANO2, limited coal 
       capability at White Bluff during parts of the year, and displacement 
       of higher priced purchased power;
     o increased purchased power costs due to higher market prices in July
       and August 1999; and
     o an increase in the energy cost recovery rate in April 1999 and the
       completion of a customer refund obligation in 1998 which lowered 
       1998 fuel cost recovery.

The  increase in the energy cost recovery rate allows Entergy  Arkansas  to
recover previously under-recovered fuel 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.

Other operation and maintenance

      Other operation and maintenance expenses increased for 1999 primarily
due  to  increased customer service costs related to tree  trimming  around
power  lines, increased employee pension and benefits costs, and  increased
plant maintenance costs.


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


Other regulatory charges

      In 1999, other regulatory charges decreased primarily as a result  of
lower  accruals for transition costs in 1999, partially offset by the  1998
reversal  of the 1997 reserve recorded for the low-level radioactive  waste
facility.

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

      The transition cost account is discussed in more detail in Note 2  to
the financial statements.

Amortization of rate deferrals

      In 1999, amortization of rate deferrals decreased due to the November
1998  completion  of the Grand Gulf 1 rate phase-in plan.  These  phase-ins
had no material effect on net income.

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

Other

Other income

      Other  income  decreased  in  1999  due to reduced miscellaneous non-
operating income, reduced other interest income, and the completion in 1998
of  the  amortization of Grand Gulf 1 carrying charges, which was partially
offset  by  accruals  for  equity funds used  during  construction.   Other
interest income includes income from intercompany loans.  The allowance for
equity  funds used during construction increased due to capital charges  on
projects in 1999.
      
      Other  income decreased in 1998 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 1999 due to the retirement of  certain
long-term debt and decreased borrowings for funds used during construction.
These decreases were partially offset by an adjustment for interest expense
on an income tax settlement from prior years.

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

Income taxes

      The effective income tax rates for 1999, 1998, and 1997 were 43.8  %,
39.1% and 31.6%, respectively.

      The  effective income tax rate increased in 1999 primarily is due  to
accelerated tax depreciation deductions, for which deferred taxes have  not
been normalized, reflecting a shorter tax life on certain assets.

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


<PAGE>  

<TABLE>
<CAPTION>
                           ENTERGY ARKANSAS, INC.
                             INCOME STATEMENTS
                                                  
                                                                For the Years Ended December 31,
                                                                1999        1998           1997
                                                                       (In Thousands)
                                                                                             
<S>                                                          <C>          <C>           <C> 
                   OPERATING REVENUES                                                             
Domestic electric                                            $1,541,894   $1,608,698    $1,715,714
                                                             ----------   ----------    ----------
                   OPERATING EXPENSES                                                        
Operating and Maintenance:                                                                        
   Fuel, fuel-related expenses, and                                                               
     gas purchased for resale                                   257,946      204,318       254,703
   Purchased power                                              455,425      419,947       419,128
   Nuclear refueling outage expenses                             29,857       32,046        27,969
   Other operation and maintenance                              389,462      358,006       360,860
Decommissioning                                                  10,670       15,583        17,306
Taxes other than income taxes                                    36,669       37,223        36,700
Depreciation and amortization                                   161,234      165,853       149,346
Other regulatory charges - net                                    5,230       45,658        29,686
Amortization of rate deferrals                                        -       75,249       153,141
                                                             ----------   ----------    ----------
TOTAL                                                         1,346,493    1,353,883     1,448,839
                                                             ----------   ----------    ----------
                                                                                                  
OPERATING INCOME                                                195,401      254,815       266,875
                                                             ----------   ----------    ----------
                                                                                                  
                      OTHER INCOME                                                           
Allowance for equity funds used during construction              12,866        5,921         3,563
Gain on sale of assets                                                -        1,777           113
Miscellaneous - net                                               3,622       12,292        18,550
                                                             ----------   ----------    ----------
TOTAL                                                            16,488       19,990        22,226
                                                             ----------   ----------    ----------
                                                                                                  
               INTEREST AND OTHER CHARGES                                                    
Interest on long-term debt                                       80,800       86,772        95,122
Other interest - net                                             11,123        4,813         3,943
Distributions on preferred securities of subsidiary               5,100        5,100         5,100
Allowance for borrowed funds used during construction            (8,459)      (4,205)       (2,261)
                                                             ----------   ----------    ----------
TOTAL                                                            88,564       92,480       101,904
                                                             ----------   ----------    ----------
                                                                                                  
INCOME BEFORE INCOME TAXES                                      123,325      182,325       187,197
                                                                                                  
Income taxes                                                     54,012       71,374        59,220
                                                             ----------   ----------    ----------
                                                                                                  
NET INCOME                                                       69,313      110,951       127,977
                                                                                                  
Preferred dividend requirements and other                        10,854       10,201        10,988
                                                             ----------   ----------    ----------
                                                                                                  
EARNINGS APPLICABLE TO                                                                            
COMMON STOCK                                                    $58,459     $100,750      $116,989
                                                             ==========   ==========    ==========
See Notes to Financial Statements.                                                                
                                                     
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         ENTERGY ARKANSAS, INC.
                        STATEMENTS OF CASH FLOWS
                                                               
                                                                   For the Years Ended December 31,
                                                                  1999           1998         1997
                                                                            (In Thousands)
<S>                                                              <C>            <C>          <C>
                  OPERATING ACTIVITIES                                                               
Net income                                                         $69,313      $110,951     $127,977
Noncash items included in net income:                                                                
  Amortization of rate deferrals                                         -        75,249      153,141
  Other regulatory charges - net                                     5,230        45,658       29,686
  Depreciation, amortization, and decommissioning                  171,904       181,436      166,652
  Deferred income taxes and investment tax credits                  22,421       (12,293)     (77,814)
  Allowance for equity funds used during construction              (12,866)       (5,921)      (3,563)
  Gain on sale of assets                                                 -        (1,777)        (113)
Changes in working capital:                                                                          
  Receivables                                                       40,375        61,143      (14,828)
  Fuel inventory                                                    (4,633)        8,317       29,150
  Accounts payable                                                  56,985        (7,911)     (25,451)
  Taxes accrued                                                    (30,054)       (8,742)      23,133
  Interest accrued                                                  (2,908)       (3,541)       1,201
  Deferred fuel costs                                                 (429)      (57,435)      (9,289)
  Other working capital accounts                                     2,444        (6,845)        (931)
Provision for estimated losses and reserves                         (8,116)        2,032        9,594
Changes in other regulatory assets                                  45,898       (13,029)      (7,150)
Other                                                              (42,249)       41,499       33,374
                                                                  --------      --------     --------
Net cash flow provided by operating activities                     313,315       408,791      434,769
                                                                  --------      --------     --------
                                                                                                     
                  INVESTING ACTIVITIES                                                               
Construction expenditures                                         (238,009)     (190,459)    (140,913)
Allowance for equity funds used during construction                 12,866         5,921        3,563
Nuclear fuel purchases                                             (32,517)      (45,845)     (59,104)
Proceeds from sale/leaseback of nuclear fuel                        32,517        42,055       59,065
Decommissioning trust contributions and realized                                                     
    change in trust assets                                         (17,746)      (25,929)     (24,956)
                                                                  --------      --------     --------
Net cash flow used in investing activities                        (242,889)     (214,257)    (162,345)
                                                                  --------      --------     --------
                                                                                                     
                  FINANCING ACTIVITIES                                                               
Proceeds from issuance of:                                                                           
  Long-term debt                                                         -             -      129,564
Retirement of:                                                                                       
  Long-term debt                                                   (39,607)     (151,424)    (117,587)
Redemption of preferred stock                                      (22,666)       (9,000)      (9,000)
Dividends paid:                                                                                      
  Common stock                                                     (82,700)      (92,600)    (128,600)
  Preferred stock                                                  (11,696)      (10,407)     (11,194)
                                                                  --------      --------     --------
Net cash flow used in financing activities                        (156,669)     (263,431)    (136,817)
                                                                  --------      --------     --------
                                                                                                     
Net increase (decrease) in cash and cash equivalents               (86,243)      (68,897)     135,607
                                                                                                     
Cash and cash equivalents at beginning of period                    93,105       162,002       26,395
                                                                  --------      --------     --------
                                                                                                     
Cash and cash equivalents at end of period                          $6,862       $93,105     $162,002
                                                                  ========      ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                     
  Interest - net of amount capitalized                             $94,872       $95,050      $98,013
  Income taxes                                                     $61,273       $91,407     $111,394
 Noncash investing and financing activities:                                                         
  Change in unrealized appreciation of                                                               
   decommissioning trust assets                                    $22,980       $26,782      $22,343
                                                                                                     
See Notes to Financial Statements.                                                                   

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY ARKANSAS, INC.
                              BALANCE SHEETS
                                   ASSETS
                                                    
                                                                             December 31,        
                                                                        1999          1998
                                                                            (In Thousands)
<S>                                                                   <C>           <C>
                      CURRENT ASSETS                                                          
Cash and cash equivalents:                                                                    
  Cash                                                                    $6,862        $9,814
  Temporary cash investments - at cost,                                                       
    which approximates market                                                  -        83,291
                                                                      ----------    ----------
        Total cash and cash equivalents                                    6,862        93,105
                                                                      ----------    ----------
Accounts receivable:                                                                          
  Customer                                                                73,357        72,234
  Allowance for doubtful accounts                                         (1,768)       (1,753)
  Associated companies                                                    27,073        50,145
  Other                                                                    5,583         4,510
  Accrued unbilled revenues                                               53,600        73,083
                                                                      ----------    ----------
    Total receivables                                                    157,845       198,219
                                                                      ----------    ----------
Deferred fuel costs                                                       41,620        41,191
Fuel inventory - at average cost                                          24,485        19,852
Materials and supplies - at average cost                                  85,612        89,033
Deferred nuclear refueling outage costs                                   28,119        17,787
Prepayments and other                                                      6,480         5,557
                                                                      ----------    ----------
TOTAL                                                                    351,023       464,744
                                                                      ----------    ----------
                                                                                              
              OTHER PROPERTY AND INVESTMENTS                                                  
Investment in subsidiary companies - at equity                            11,215        11,213
Decommissioning trust funds                                              344,011       303,286
Non-utility property - at cost (less accumulated depreciation)             1,463         1,468
Other - at cost (less accumulated depreciation)                            3,033         3,602
                                                                      ----------    ----------
TOTAL                                                                    359,722       319,569
                                                                      ----------    ----------
                                                                                              
                      UTILITY PLANT                                                           
Electric                                                               4,854,433     4,731,699
Property under capital lease                                              44,471        49,415
Construction work in progress                                            267,091       201,853
Nuclear fuel under capital lease                                          85,725        95,589
Nuclear fuel                                                               9,449             -
                                                                      ----------    ----------
TOTAL UTILITY PLANT                                                    5,261,169     5,078,556
Less - accumulated depreciation and amortization                       2,401,021     2,275,170
                                                                      ----------    ----------
UTILITY PLANT - NET                                                    2,860,148     2,803,386
                                                                      ----------    ----------
                                                                                              
             DEFERRED DEBITS AND OTHER ASSETS                                                 
Regulatory assets:                                                                            
  SFAS 109 regulatory asset - net                                        192,344       248,275
  Unamortized loss on reacquired debt                                     48,193        51,747
  Other regulatory assets                                                106,959        96,927
Other                                                                     14,125        22,003
                                                                      ----------    ----------
TOTAL                                                                    361,621       418,952
                                                                      ----------    ----------
                                                                                              
TOTAL ASSETS                                                          $3,932,514    $4,006,651
                                                                      ==========    ==========
See Notes to Financial Statements.                                                            
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                        ENTERGY ARKANSAS, INC.
                            BALANCE SHEETS
                LIABILITIES AND SHAREHOLDERS' EQUITY
                                                    
                                                                          December 31,
                                                                       1999        1998
                                                                         (In Thousands)
                                                                                    
<S>                                                                 <C>          <C>
                  CURRENT LIABILITIES                                                     
Currently maturing long-term debt                                        $220       $1,094
Notes payable                                                             667          667

Accounts payable:                                                                         
  Associated companies                                                 81,958       47,963
  Other                                                               102,959       79,969
Customer deposits                                                      26,320       25,196
Taxes accrued                                                          38,532       68,585
Accumulated deferred income taxes                                      38,649       24,162
Interest accrued                                                       22,378       25,285
Co-owner advances                                                      15,338        4,073
Obligations under capital leases                                       55,150       64,068
Other                                                                  11,598       16,183
                                                                   ----------   ----------
TOTAL                                                                 393,769      357,245
                                                                   ----------   ----------
                                                                                          
         DEFERRED CREDITS AND OTHER LIABILITIES                                           
Accumulated deferred income taxes                                     713,622      756,571
Accumulated deferred investment tax credits                            94,852       98,768
Obligations under capital leases                                       75,045       80,936
Other regulatory liabilities                                           88,563       65,583
Transition to competition                                             109,933       90,623
Accumulated provisions                                                 43,288       51,404
Other                                                                  51,080       56,400
                                                                   ----------   ----------
TOTAL                                                               1,176,383    1,200,285
                                                                   ----------   ----------
                                                                                          
Long-term debt                                                      1,130,801    1,172,285
Preferred stock with sinking fund                                           -       22,027
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 in 1999
  and 1998                                                                470          470
Paid-in capital                                                       591,127      590,134
Retained earnings                                                     463,614      487,855
                                                                   ----------   ----------
TOTAL                                                               1,171,561    1,194,809
                                                                   ----------   ----------
                                                                                          
Commitments and Contingencies (Notes 2, 9, and 10)                                        
                                                                                          
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $3,932,514   $4,006,651
                                                                   ==========   ==========
See Notes to Financial Statements.                                                        

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         ENTERGY ARKANSAS, INC.
                     STATEMENTS OF RETAINED EARNINGS
                                                        
                                             For the Years Ended December 31,
                                             1999        1998          1997
                                                    (In Thousands)
<S>                                         <C>         <C>          <C>
Retained Earnings, January 1                $487,855    $479,705     $491,316
                                                                             
  Add:                                                                       
    Net income                                69,313     110,951      127,977
                                                                             
  Deduct:                                                                    
    Dividends declared:                                                      
      Preferred stock                          9,223      10,201       10,988
      Common stock                            82,700      92,600      128,600
    Capital stock expenses and other           1,631           -            -
                                            --------    --------     --------
        Total                                 93,554     102,801      139,588
                                            --------    --------     --------
Retained Earnings, December 31 (Note 8)     $463,614    $487,855     $479,705
                                            ========    ========     ========
                                                                             
See Notes to Financial Statements.                                           

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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


                              1999        1998        1997        1996        1995
                                         (In Thousands)
<S>                        <C>         <C>         <C>         <C>         <C>
Operating revenues         $1,541,894  $1,608,698  $1,715,714  $1,743,433  $1,648,233
Net income                 $   69,313  $  110,951  $  127,977  $  157,798  $  136,665 (2)
Total assets               $3,932,514  $4,006,651  $4,106,877  $4,153,817  $4,204,415
Long-term obligations (1)  $1,265,846  $1,335,248  $1,419,728  $1,439,355  $1,423,804

</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>
                                   
                                   1999        1998        1997        1996        1995
                                                   (Dollars In Thousands)
<S>                             <C>         <C>          <C>         <C>         <C>
Electric Operating Revenues:                                                             
   Residential                    $533,245    $562,325     $551,821    $546,100    $542,862
   Commercial                      288,677     288,816      332,715     323,328     318,475
   Industrial                      335,824     330,016      372,083     364,943     362,854
   Governmental                     14,606      14,640       18,200      16,989      17,084
                                ----------  ----------   ----------  ----------  ----------
     Total retail                1,172,352   1,195,797    1,274,819   1,251,360   1,241,275
   Sales for resale:                                                               
     Associated companies          178,150     149,603      213,845     248,211     178,885
     Non-associated companies      193,449     240,090      215,249     207,887     195,844
   Other                            (2,057)     23,208       11,801      35,975      32,229
                                ----------  ----------   ----------  ----------  ----------
     Total                      $1,541,894  $1,608,698   $1,715,714  $1,743,433  $1,648,233
                                ==========  ==========   ==========  ==========  ==========
Billed Electric Energy                                                                   
 Sales (GWH):                                                                      
   Residential                       6,493       6,613        5,988       6,023       5,868
   Commercial                        4,880       4,773        4,445       4,390       4,267
   Industrial                        7,054       6,837        6,647       6,487       6,314
   Governmental                        237         233          239         234         243
                                ----------  ----------   ----------  ----------  ----------
     Total retail                   18,664      18,456       17,319      17,134      16,692
   Sales for resale:                                                               
     Associated companies            7,592       6,500        9,557      10,471       8,386
     Non-associated companies        4,868       5,948        6,828       6,720       5,066
                                ----------  ----------   ----------  ----------  ----------
     Total                          31,124      30,904       33,704      34,325      30,144
                                ==========  ==========   ==========  ==========  ==========

</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, of retained earnings and of cash flows present fairly,  in  all
material respects, the financial position of Entergy Gulf States,  Inc.  at
December 31, 1999 and 1998, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1999  in
conformity  with  accounting principles generally accepted  in  the  United
States.  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 auditing standards generally accepted in  the
United  States, 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 17, 2000

                                     



<PAGE>

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

      Net  income  increased  in 1999 primarily due to  increased  unbilled
revenues,   decreased  provisions  for  rate  refunds  in  1999,  decreased
depreciation  and  amortization expenses, and decreased  interest  expense,
partially offset by increased operation and maintenance expenses.

      Net income in 1998 would have increased approximately 19% compared to
1997,  excluding the following net-of-tax items:  rate reserves  of  $129.0
million recorded in 1998; rate reserves of $227.0 million recorded in 1997;
the  write-off of radioactive waste facilities of $7.4 million recorded  in
1997;  and the 1997 recording of $146.6 million to income relating  to  the
settlement of litigation with Cajun.  The increase in 1998, excluding these
items,  was  due  to  decreased  operating expenses,  partially  offset  by
increased income taxes.

Revenues and Sales

Electric operating revenues

     The changes in electric operating revenues for the twelve months ended
December 31, 1999 and 1998 are as follows:

                                        Increase/(Decrease)
            Description                   1999       1998
                                          (In Millions)
                                                         
Base revenues                            $146.4   ($228.3)
Fuel cost recovery                        104.9       1.6
Sales volume/weather                        1.0      61.2
Other revenue (including unbilled)         31.3    (171.5)
Sales for resale                           21.2      53.1
                                         ------   -------
Total                                    $304.8   ($283.9)
                                         ======   =======
     
Base revenues

     In 1999, base revenues increased due to:
     
     o a  $93.6  million  reversal in June 1999 of regulatory  reserves
       associated with the accelerated amortization of accounting order
       deferrals in conjunction with the settlement agreement in Entergy
       Gulf States' Texas November 1996 and 1998 rate filings.  The
       settlement agreement was approved by the PUCT in June 1999.  The
       net income effect of this reversal is largely offset by the
       amortization of rate deferrals discussed below; and
     o a reduction in the amount of reserves recorded in 1999 compared to
       1998 for the anticipated effects of rate proceedings in Texas.
     
     Partially offsetting these increases were:
     
     o annual base rate reductions of $87 million and $18 million that were
       implemented for Louisiana retail customers in February and August 1998,
       respectively;
     o annual base rate reductions of $69 million and $4.2 million that were
       implemented for Texas retail customers in December 1998 and March 1999,
       respectively; and
     o reserves recorded in the Louisiana jurisdiction in 1999 for  the
       estimated outcomes of annual earnings reviews.



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

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

Fuel cost recovery

     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  1999, fuel cost recovery revenues increased due to a higher  fuel
factor  in  1999 and a fuel surcharge implemented in February 1999  in  the
Texas  jurisdiction.  This increase was partially offset  by  reduced  fuel
recovery  in  the Louisiana jurisdiction primarily due to  lower  fuel  and
purchased power costs in 1999.

Sales volume

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

Other revenue

      In  1999,  other  revenue increased primarily  due  to  a  change  in
estimated  unbilled revenues.  The estimate more closely  aligns  the  fuel
component  of unbilled revenues with regulatory treatment.  This change  is
expected  to  affect  comparisons of revenue  to  applicable  prior  period
amounts  through the first quarter of 2000.  Comparative impacts  are  also
affected by seasonal variations in demand.

      In  1998,  other  revenue  decreased primarily  due  to  the  revenue
recognized  on  the  gain  on the settlement of litigation  with  Cajun  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.

Sales for resale

      In  1999, sales for resale increased primarily due to increased sales
to  associated  companies  due  to higher  market  prices  and  outages  at
affiliate plants in 1999.

      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.

Gas and steam operating revenues

      In  1999,  gas operating revenues decreased primarily  due  to  lower
prices  of gas purchased for resale as well as decreased usage as a  result
of  warmer  winter weather, particularly in the residential and  commercial
sectors.

      Steam  operating  revenues decreased in  1999  due  to  a  new  lease
arrangement for the Louisiana Station 1 generating facility that  began  in
June  1999.  Under the terms of this new lease, revenues are now classified
as other income rather than steam operating revenues.



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

It  is  expected  that less revenue will be realized under  the  new  lease
arrangement compared to the previous arrangement with the steam customer.

      In  1998, gas operating revenues decreased due to a lower unit  price
for gas purchased for resale.

Expenses

Fuel and purchased power

     In 1999, fuel and purchased power expenses increased due to:

     o increased gas expenses resulting from a shift to gas generation during
       the first six months of 1999 because of the reduced availability of
       Nelson 6 and an extended refueling outage at River Bend;
     o increased purchased power expenses due to higher market prices; and
     o a higher fuel factor and fuel surcharge in the Texas jurisdiction in
       1999.

     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.

Other operation and maintenance expenses

      In  1999, other operation and maintenance expenses increased  due  to
increased employee benefit expense, casualty reserve accruals, and customer
service expenses, such as tree trimming.

     In  1998,  other  operation and maintenance expenses  increased  as  a
result  of  the  settlement  of litigation with  Cajun  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.

Depreciation and amortization

     In 1999, depreciation and amortization decreased due to:

     o lower depreciation as a result of the write-down of the River Bend
       abeyed plant as required by the Texas rate settlement;
     o reduced amortization of the River Bend Unit 2 cancellation loss as a
       result of the completion of amortization for the Louisiana portion of
       the loss and the reduction in amortization of the Texas portion in
       accordance with a PUCT rate order; and
     o lower depreciation due to a review of plant in-service dates for
       consistency with regulatory treatment.

Other regulatory credits

     In 1999, other regulatory credits increased due to:

     o change in the amortization period for deferred River Bend finance
       charges for the Texas retail jurisdiction in accordance with the Texas
       settlement agreement; and


<PAGE>
                         ENTERGY GULF STATES, INC.
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
     
     o deferral of Year 2000 costs in accordance with an LPSC order.  These
       costs are to be amortized over a five-year period.

Amortization of rate deferrals

      In  1999,  the amortization of rate deferrals increased  due  to  the
reduction  of accounting order deferrals in accordance with the  June  1999
Texas  settlement  agreement.  This settlement  substantially  reduced  the
unamortized  balance of rate deferrals, while decreasing  the  amortization
period  for  the remaining deferrals from a ten-year period to a three-year
period.
     
     In  1998,  the  amortization of rate deferrals decreased  due  to  the
completion in February of the Louisiana retail rate phase-in plan for River
Bend.
     
Other

Other income

      In 1998, other income increased primarily due to the 1997 reserve for
regulatory  adjustments of $311 million ($185.4 million net of tax).   This
increase  was  partially offset by interest income of $19.6 million  ($11.6
million  net  of  tax) related to the settlement of litigation  with  Cajun
recorded in December 1997.

Interest charges

      In  1999,  interest charges decreased as a result of the  retirement,
redemption, and refinancing of certain long-term debt in 1998 and 1999,  as
well  as  lower accruals of interest on certain Louisiana fuel and earnings
reviews in 1998.

      Interest  charges  remained  relatively  unchanged  in  1998.   Total
interest  expense decreased as a result of the retirement, redemption,  and
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.

Income taxes

      The  effective income tax rates for 1999, 1998, and 1997  are  37.6%,
40.6%, and 27.2%, respectively.

      The  decrease  in the effective income tax rate in  1999  is  due  to
accelerated tax depreciation deductions, for which deferred taxes have  not
been normalized, reflecting a shorter tax life on certain assets.

      The  increase in the effective income tax rate in 1998 is  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.



<PAGE>

<TABLE>
<CAPTION>
                                ENTERGY GULF STATES, INC.    
                                    INCOME STATEMENTS                           
                                                
                                                             For the Years Ended December 31,
                                                             1999        1998       1997
                                                                    (In Thousands)
<S>                                                       <C>         <C>         <C> 
                  OPERATING REVENUES                                                        
Domestic electric                                         $2,082,358  $1,777,584  $2,061,511
Natural gas                                                   28,998      33,058      42,654
Steam products                                                15,852      43,167      43,664
                                                          ----------  ----------  ----------
TOTAL                                                      2,127,208   1,853,809   2,147,829
                                                          ----------  ----------  ----------
                                                                                            
                  OPERATING EXPENSES                                                   
Operating and Maintenance:                                                                  
   Fuel, fuel-related expenses, and                                                         
     gas purchased for resale                                634,726     538,388     560,104
   Purchased power                                           365,245     317,684     327,037
   Nuclear refueling outage expenses                          16,307      14,293      10,829
   Other operation and maintenance                           419,713     411,372     316,253
Decommissioning                                                7,588       3,437       8,855
Taxes other than income taxes                                111,872     120,782     109,572
Depreciation and amortization                                185,254     195,935     205,789
Other regulatory credits - net                               (24,092)     (5,485)    (26,611)
Amortization of rate deferrals                                89,597      21,749     105,455
                                                          ----------  ----------  ----------
TOTAL                                                      1,806,210   1,618,155   1,617,283
                                                          ----------  ----------  ----------
                                                                                            
OPERATING INCOME                                             320,998     235,654     530,546
                                                          ----------  ----------  ----------
                                                                                            
               OTHER INCOME (DEDUCTIONS)                                               
Allowance for equity funds used during construction            6,306       2,143       2,211
Gain on sale of assets                                         2,046       1,816           -
Miscellaneous - net                                           18,073      14,903    (272,135)
                                                          ----------  ----------  ----------
TOTAL                                                         26,425      18,862    (269,924)
                                                          ----------  ----------  ----------
                                                                                            
              INTEREST AND OTHER CHARGES                                               
Interest on long-term debt                                   138,602     149,767     163,146
Other interest - net                                           6,994      21,016      10,026
Distributions on preferred securities of subsidiary            7,438       7,437       6,901
Allowance for borrowed funds used during construction         (5,776)     (1,870)     (1,829)
                                                          ----------  ----------  ----------
TOTAL                                                        147,258     176,350     178,244
                                                          ----------  ----------  ----------
                                                                                            
INCOME BEFORE INCOME TAXES                                   200,165      78,166      82,378
                                                                                            
Income taxes                                                  75,165      31,773      22,402
                                                          ----------  ----------  ----------
                                                                                            
NET INCOME                                                   125,000      46,393      59,976
                                                                                            
Preferred dividend requirements and other                     17,423      19,011      23,865
                                                          ----------  ----------  ----------
                                                                                            
EARNINGS APPLICABLE TO                                                                      
COMMON STOCK                                                $107,577     $27,382     $36,111
                                                          ==========  ==========  ==========
See Notes to Financial Statements.                                                          

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                         ENTERGY GULF STATES, INC.
                          STATEMENTS OF CASH FLOWS
                                                               
                                                                  For the Years Ended December 31,
                                                                  1999          1998         1997
                                                                            (In Thousands)
<S>                                                               <C>           <C>         <C>
                  OPERATING ACTIVITIES                                                              
Net income                                                        $125,000      $46,393      $59,976
Noncash items included in net income:                                                                
  Gain on Cajun Settlement                                               -            -     (246,022)
  Amortization of rate deferrals                                    89,597       21,749      105,455
  Reserve for regulatory adjustments                               (97,953)     130,603      381,285
  Other regulatory credits - net                                   (24,092)      (5,485)     (26,611)
  Depreciation, amortization, and decommissioning                  192,842      199,372      214,644
  Deferred income taxes and investment tax credits                  (1,495)     (29,174)     (52,486)
  Allowance for equity funds used during construction               (6,306)      (2,143)      (2,211)
  Gain on sale of assets                                            (2,046)      (1,816)      (1,399)
Changes in working capital:                                                                         
  Receivables                                                        9,791       65,527      (11,834)
  Fuel inventory                                                    (8,070)       7,426        7,382
  Accounts payable                                                  42,370       (6,135)      16,999
  Taxes accrued                                                     46,018        7,462       12,171
  Interest accrued                                                 (14,061)      (2,523)      (4,497)
  Deferred fuel costs                                               (1,561)      12,861      (46,254)
  Other working capital accounts                                   (10,954)      11,006      (11,765)
Provision for estimated losses and reserves                          8,496       (4,207)      (5,852)
Changes in other regulatory assets                                 (59,242)      (3,226)      44,883
Proceeds from settlement of Cajun litigation                             -            -      102,299
Other                                                               56,817          458      (52,454)
                                                                 ---------    ---------    ---------
Net cash flow provided by operating activities                     345,151      448,148      483,709
                                                                 ---------    ---------    ---------
                                                                                                    
                  INVESTING ACTIVITIES                                                              
Construction expenditures                                         (199,076)    (136,960)    (132,566)
Allowance for equity funds used during construction                  6,306        2,143        2,211
Nuclear fuel purchases                                             (53,293)      (1,977)     (25,522)
Proceeds from sale/leaseback of nuclear fuel                        53,293       15,932       25,522
Decommissioning trust contributions and realized                                                    
    change in trust assets                                         (10,853)     (11,899)      (9,540)
                                                                 ---------    ---------    ---------
Net cash flow used in investing activities                        (203,623)    (132,761)    (139,895)
                                                                 ---------    ---------    ---------
                                                                                                    
                  FINANCING ACTIVITIES                                                              
Proceeds from issuance of:                                                                          
  Long-term debt                                                   122,906       21,600            -
  Preferred securities of subsidiary trust                               -            -       82,323
Retirement of:                                                                                      
  Long-term debt                                                  (197,960)    (212,090)    (183,105)
Redemption of preferred stock                                      (25,931)      (8,481)     (93,367)
Dividends paid:                                                                                     
  Common stock                                                    (107,000)    (109,400)     (77,200)
  Preferred stock                                                  (16,967)     (19,055)     (21,862)
                                                                 ---------    ---------    ---------
Net cash flow used in financing activities                        (224,952)    (327,426)    (293,211)
                                                                 ---------    ---------    ---------
                                                                                                    
Net increase (decrease) in cash and cash equivalents               (83,424)     (12,039)      50,603
                                                                                                    
Cash and cash equivalents at beginning of period                   115,736      127,775       77,172
                                                                 ---------    ---------    ---------
                                                                                                    
Cash and cash equivalents at end of period                         $32,312     $115,736     $127,775
                                                                 =========    =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                    
  Interest - net of amount capitalized                            $161,326     $173,599     $171,874
  Income taxes                                                     $28,410      $46,620      $50,477
 Noncash investing and financing activities:                                                        
  Change in unrealized appreciation of                                                              
   decommissioning trust assets                                    $14,054      $10,410       $3,939
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,
                                                                1999           1998
                                                                  (In Thousands)
<S>                                                           <C>           <C>
                    CURRENT ASSETS                                                    
Cash and cash equivalents:                                                            
  Cash                                                            $8,607       $11,629
  Temporary cash investments - at cost,                                               
    which approximates market                                     23,705       104,107
                                                              ----------    ----------
        Total cash and cash equivalents                           32,312       115,736
                                                              ----------    ----------
Accounts receivable:                                                                  
  Customer                                                        73,215        78,961
  Allowance for doubtful accounts                                 (1,828)       (1,735)
  Associated companies                                             1,706        23,250
  Other                                                           15,030        28,265
  Accrued unbilled revenues                                       90,396        59,569
                                                              ----------    ----------
    Total receivables                                            178,519       188,310
                                                              ----------    ----------
Deferred fuel costs                                              134,458       132,896
Fuel inventory - at average cost                                  38,271        30,201
Materials and supplies - at average cost                         112,585       108,346
Rate deferrals                                                     5,606         9,077
Prepayments and other                                             21,750        20,495
                                                              ----------    ----------
TOTAL                                                            523,501       605,061
                                                              ----------    ----------
                                                                                      
            OTHER PROPERTY AND INVESTMENTS                                            
Decommissioning trust funds                                      234,677       209,770
Non-utility property - at cost (less accumulated depreciation)   187,759       165,272
Other - at cost (less accumulated depreciation)                   13,681        12,426
                                                              ----------    ----------
TOTAL                                                            436,117       387,468
                                                              ----------    ----------
                                                                                      
                     UTILITY PLANT                                                    
Electric                                                       7,365,407     7,250,789
Property under capital lease                                      46,210        54,427
Natural gas                                                       52,473        51,053
Steam products                                                         -        80,537
Construction work in progress                                    145,492       105,121
Nuclear fuel under capital lease                                  70,801        46,572
                                                              ----------    ----------
TOTAL UTILITY PLANT                                            7,680,383     7,588,499
Less - accumulated depreciation and amortization               3,534,473     3,141,518
                                                              ----------    ----------
UTILITY PLANT - NET                                            4,145,910     4,446,981
                                                              ----------    ----------
                                                                                      
           DEFERRED DEBITS AND OTHER ASSETS                                           
Regulatory assets:                                                                    
  Rate deferrals                                                   5,606        89,333
  SFAS 109 regulatory asset - net                                385,405       376,406
  Unamortized loss on reacquired debt                             40,576        42,879
  Other regulatory assets                                        140,157        89,914
Long-term receivables                                             32,260        34,617
Other                                                             23,490       221,085
                                                              ----------    ----------
TOTAL                                                            627,494       854,234
                                                              ----------    ----------
                                                                                      
TOTAL ASSETS                                                  $5,733,022    $6,293,744
                                                              ==========    ==========
See Notes to Financial Statements.                                                    

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                             ENTERGY GULF STATES, INC.
                                  BALANCE SHEETS
                       LIABILITIES AND SHAREHOLDERS' EQUITY
                                                    
                                                                      December 31,
                                                                   1999        1998
                                                                    (In Thousands)
<S>                                                             <C>          <C>
                 CURRENT LIABILITIES                                                   
Currently maturing long-term debt                                       $-      $71,515
Accounts payable:                                                                      
  Associated companies                                              79,962       60,932
  Other                                                            114,444       91,102
Customer deposits                                                   33,360       31,462
Taxes accrued                                                      101,798       55,780
Accumulated deferred income taxes                                   27,960       21,260
Nuclear refueling outage costs                                      11,216       16,991
Interest accrued                                                    28,570       42,631
Obligations under capital leases                                    51,973       34,343
Other                                                               14,557       16,325
                                                                ----------   ----------
TOTAL                                                              463,840      442,341
                                                                ----------   ----------
                                                                                       
       DEFERRED CREDITS AND OTHER LIABILITIES                                          
Accumulated deferred income taxes                                1,098,882    1,081,598
Accumulated deferred investment tax credits                        178,500      193,509
Obligations under capital leases                                    65,038       66,656
Other regulatory liabilities                                        20,089       30,287
Decommissioning                                                    139,194      136,035
Transition to competition                                           47,101            -
Regulatory reserves                                                110,536      515,023
Accumulated provisions                                              69,395       60,899
Other                                                              117,804      319,962
                                                                ----------   ----------
TOTAL                                                            1,846,539    2,403,969
                                                                ----------   ----------
                                                                                       
Long-term debt                                                   1,631,581    1,631,658
Preferred stock with sinking fund                                   34,650       60,497
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 in 1999 and 1998       114,055      114,055
Paid-in capital                                                  1,153,131    1,152,575
Retained earnings                                                  202,782      202,205
                                                                ----------   ----------
TOTAL                                                            1,521,412    1,520,279
                                                                ----------   ----------
                                                                                       
Commitments and Contingencies (Notes 2, 9, and 10)                                     
                                                                                       
           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $5,733,022   $6,293,744
                                                                ==========   ==========
See Notes to Financial Statements.                                                     

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                        ENTERGY GULF STATES, INC.
                     STATEMENTS OF RETAINED EARNINGS
                                                            
                                                For the Years Ended December 31,
                                                  1999       1998         1997
                                                        (In Thousands)
<S>                                             <C>        <C>          <C> 
Retained Earnings, January 1                    $202,205   $284,165     $325,312
                                                                                
  Add:                                                                          
    Net income                                   125,000     46,393       59,976
                                                                                
  Deduct:                                                                       
    Dividends declared:                                                         
     Preferred and preference stock               16,784     19,011       21,862
     Common stock                                107,000    109,400       77,200
    Preferred and preference stock                                              
      redemption and other                           639        (58)       2,061
                                                --------   --------     --------
        Total                                    124,423    128,353      101,123
                                                --------   --------     --------
                                                                                
Retained Earnings, December 31 (Note 8)         $202,782   $202,205     $284,165
                                                ========   ========     ========
See Notes to Financial Statements.                                              

</TABLE>


<PAGE>

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

                              1999        1998        1997        1996         1995
                                                 (In Thousands)
<S>                        <C>         <C>         <C>         <C>          <C>
Operating revenues         $2,127,208  $1,853,809  $2,147,829  $2,019,181   $1,861,974
Net income (loss)          $  125,000  $   46,393  $   59,976  $   (3,887)  $  122,919
Total assets               $5,733,022  $6,293,744  $6,488,637  $6,421,179   $6,861,058
Long-term obligations (1)  $1,966,269  $1,993,811  $2,098,752  $2,226,329   $2,521,203

</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>

                                  1999          1998         1997         1996         1995
                                                     (Dollars In Thousands)
<S>                             <C>          <C>          <C>          <C>           <C>
Electric Operating Revenues:                                                                  
   Residential                    $607,875     $605,759     $624,862     $612,398      $573,566
   Commercial                      430,291      422,944      452,724      444,133       412,601
   Industrial                      718,779      704,393      740,418      685,178       604,688
   Governmental                     28,475       35,930       33,774       31,023        25,042
                                ----------   ----------   ----------   ----------    ----------
     Total retail                1,785,420    1,769,026    1,851,778    1,772,732     1,615,897
   Sales for resale:                                                                 
     Associated companies           38,416       14,172       14,260       20,783        62,431
     Non-associated companies      109,132      112,182       59,015       76,173        67,103
   Other (1)                       149,390     (117,796)     136,458       56,300        43,533
                                ----------   ----------   ----------   ----------    ----------
     Total                      $2,082,358   $1,777,584   $2,061,511   $1,925,988    $1,788,964
                                ==========   ==========   ==========   ==========    ==========
Billed Electric Energy                                                                        
 Sales (GWH):                                                                        
   Residential                       8,929        8,903        8,178        8,035         7,699
   Commercial                        7,310        6,975        6,575        6,417         6,219
   Industrial                       17,684       18,158       18,038       16,661        15,393
   Governmental                        425          560          481          438           311
                                ----------   ----------   ----------   ----------    ----------
     Total retail                   34,348       34,596       33,272       31,551        29,622
   Sales for resale:                                                                 
     Associated companies              677          380          414          656         2,935
     Non-associated companies        3,408        3,701        1,503        2,148         2,212
                                ----------   ----------   ----------   ----------    ----------
     Total Electric Department      38,433       38,677       35,189       34,355        34,769
                                ==========   ==========   ==========   ==========    ==========


</TABLE>


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

<PAGE>
 


                     Report of Independent Accountants



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

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, 1999 and 1998, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1999  in
conformity  with  accounting principles generally accepted  in  the  United
States.  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 auditing standards generally accepted in  the
United  States, 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 17, 2000                                    



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


Net Income

      Net  income increased in 1999 primarily due to increases in  unbilled
revenue  and  other regulatory credits, and decreases in nuclear  refueling
outage  expenses  and  interest  charges,  partially  offset  by  increased
provisions for rate refunds.

      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.

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 1999 and 1998 are as follows:

                                       Increase/(Decrease)
             Description                 1999      1998
                                          (In Millions)
                                                        
Base revenues                            ($48.7)   ($35.0)
Fuel cost recovery                         63.6     (95.4)
Sales volume/weather                       (5.3)     30.8
Other revenue (including unbilled)         74.5      (3.2)
Sales for resale                           11.6      10.4
                                          -----    ------
Total                                     $95.7    ($92.4)
                                          =====    ======
Base revenues

      In  1999,  base  revenues decreased primarily  due  to  accruals  for
potential rate refunds.

     In  1998,  base  revenues decreased due to base rate  reductions  that
became effective in 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  1999,  fuel cost recovery revenues increased due to a  shift  from
lower  priced nuclear fuel to higher priced gas and purchased power due  to
nuclear outages at Waterford 3 in 1999.
     
     In  1998,  fuel cost recovery revenues decreased due to lower  pricing
resulting from a change in generation mix.


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

Sales volume/weather
     
     In  1999,  sales  volume  decreased primarily due  to  less  favorable
weather,  partially offset by increased usage by residential and industrial
customers.
     
     In  1998, sales volume increased 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.
     
Other revenue
     
     In  1999,  other  revenue  increased primarily  due  to  a  change  in
estimated unbilled revenues.  The changed estimate more closely aligns  the
fuel  component of unbilled revenues with regulatory treatment.  The change
in  estimate  is expected to affect comparisons to applicable prior  period
amounts  through the first quarter of 2000.  Comparative impacts  are  also
affected by seasonal variations in demand.
     
Sales for resale
     
     In  1999, sales for resale increased as a result of increased sales to
affiliates  due  to outages at affiliate plants, in addition  to  favorable
unit prices.
     
     In  1998,  sales  for resale increased 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 1999, fuel and purchased power expenses increased due to:

     o higher gas prices;
     o higher purchased power market prices; and
     o a shift in generation from lower priced nuclear fuel to higher priced
       gas as a result of refueling and other outages at Waterford 3.

     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 Waterford 3.

Other operation and maintenance expenses

      Other  operation and maintenance expenses decreased in 1998 primarily
due to:

     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.


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

      In  1999, nuclear refueling outage expenses decreased as a result  of
the  amortization  of higher outage expenses in 1998 due  to  the  extended
nuclear refueling outage in 1997.

Other regulatory credits

      In  1999,  other regulatory credits increased due to the deferral  of
Year  2000 costs incurred as required by the LPSC.  The deferred costs will
be recovered over a five-year period.

Other

Interest charges

      In  1999, interest on long-term debt decreased primarily due  to  the
redemption and refinancing of certain long-term debt in 1999.

Income taxes

      The  effective income tax rates for 1999, 1998, and 1997 were  38.9%,
37.8%, and 41.1%, respectively.

      The  effective  income tax rate decreased in 1998  primarily  due  to
accelerated tax depreciation deductions, for which deferred taxes have  not
been normalized, reflecting a shorter tax life on certain assets.


<PAGE>

<TABLE>
<CAPTION>
                                ENTERGY LOUISIANA, INC.         
                                   INCOME STATEMENTS               
                                                  
                                                  For the Years Ended December 31,
                                                    1999        1998         1997
                                                           (In Thousands)
<S>                                              <C>         <C>          <C> 
             OPERATING REVENUES                                                     
Domestic electric                                $1,806,594  $1,710,908   $1,803,272
                                                 ----------  ----------   ----------
             OPERATING EXPENSES                                                
Operating and Maintenance:                                                          
   Fuel, fuel-related expenses, and                                                 
     gas purchased for resale                       421,763     383,413      429,823
   Purchased power                                  418,878     372,763      413,532
   Nuclear refueling outage expenses                 15,756      21,740       18,634
   Other operation and maintenance                  289,348     289,522      318,856
Decommissioning                                       8,786       8,786        8,786
Taxes other than income taxes                        75,447      70,621       71,558
Depreciation and amortization                       161,754     162,937      163,249
Other regulatory charges (credits) - net             (5,280)     (1,755)       5,505
Amortization of rate deferrals                            -           -        5,749
                                                 ----------  ----------   ----------
TOTAL                                             1,386,452   1,308,027    1,435,692
                                                 ----------  ----------   ----------
                                                                                    
OPERATING INCOME                                    420,142     402,881      367,580
                                                 ----------  ----------   ----------
                                                                                    
         OTHER INCOME (DEDUCTIONS)                                             
Allowance for equity funds used during construction   4,925       1,887        1,149
Gain on sale of assets                                    -       2,340            -
Miscellaneous - net                                   2,206       2,644         (517)
                                                 ----------  ----------   ----------
TOTAL                                                 7,131       6,871          632
                                                 ----------  ----------   ----------
                                                                                    
         INTEREST AND OTHER CHARGES                                            
Interest on long-term debt                          103,937     109,463      116,715
Other interest - net                                  7,010       7,127        5,885
Distributions on preferred securities of              6,300       6,300        6,300
  subsidiary
Allowance for borrowed funds used during construction(4,112)     (1,729)      (1,410)
                                                 ----------  ----------   ----------
TOTAL                                               113,135     121,161      127,490
                                                 ----------  ----------   ----------
                                                                                    
INCOME BEFORE INCOME TAXES                          314,138     288,591      240,722
                                                                                    
Income taxes                                        122,368     109,104       98,965
                                                 ----------  ----------   ----------
                                                                                    
NET INCOME                                          191,770     179,487      141,757
                                                                                    
Preferred dividend requirements and other             9,955      13,014       13,355
                                                 ----------  ----------   ----------
                                                                                    
EARNINGS APPLICABLE TO                                                              
COMMON STOCK                                       $181,815    $166,473     $128,402
                                                 ==========  ==========   ==========
See Notes to Financial Statements.                                                  

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                           ENTERGY LOUISIANA, INC.                                    
                          STATEMENTS OF CASH FLOWS                                   
                                                               
                                                                  For the Years Ended December 31, 
                                                                 1999          1998        1997
                                                                          (In Thousands)
<S>                                                              <C>          <C>         <C>    
                 OPERATING ACTIVITIES                                                             
Net income                                                       $191,770     $179,487    $141,757
Noncash items included in net income:                                                             
  Amortization of rate deferrals                                        -            -       5,749
  Other regulatory charges (credits) - net                         (5,280)      (1,754)      5,505
  Depreciation, amortization, and decommissioning                 170,540      171,723     172,035
  Deferred income taxes and investment tax credits                (15,487)      26,910     (15,456)
  Allowance for equity funds used during construction              (4,925)      (1,887)     (1,149)
  Gain on sale of assets                                                -       (2,340)          -
Changes in working capital:                                                                       
  Receivables                                                     (41,565)      (7,972)     (3,385)
  Accounts payable                                                 95,120       (5,878)    (21,926)
  Taxes accrued                                                     7,659       (7,040)     17,853
  Interest accrued                                                (33,066)      18,731     (14,678)
  Deferred fuel costs                                              (9,959)       4,530      21,615
  Other working capital accounts                                   56,714       16,983      (2,286)
Provision for estimated losses and reserves                         5,442        6,410       3,986
Changes in other regulatory assets                                 38,577      (11,443)     17,932
Other                                                             (45,146)     (44,099)    (12,130)
                                                                 --------     --------    --------
Net cash flow provided by operating activities                    410,394      342,361     315,422
                                                                 --------     --------    --------
                                                                                                  
                 INVESTING ACTIVITIES                                                             
Construction expenditures                                        (130,933)    (105,306)    (84,767)
Allowance for equity funds used during construction                 4,925        1,887       1,149
Nuclear fuel purchases                                            (11,308)     (38,141)    (43,332)
Proceeds from sale/leaseback of nuclear fuel                       11,308       39,701      43,332
Decommissioning trust contributions and realized                                                  
    change in trust assets                                        (13,678)     (11,648)    (11,191)
                                                                 --------     --------    --------
Net cash flow used in investing activities                       (139,686)    (113,507)    (94,809)
                                                                 --------     --------    --------
                                                                                                  
                 FINANCING ACTIVITIES                                                             
Proceeds from issuance of:                                                                        
  Long-term debt                                                  298,092      112,556           -
Retirement of:                                                                                    
  Long-term debt                                                 (386,707)    (150,786)    (34,288)
Redemption of preferred stock                                     (50,000)           -      (7,500)
Dividends paid:                                                                                   
  Common stock                                                   (197,000)    (138,500)   (145,400)
  Preferred stock                                                 (10,389)     (13,014)    (13,251)
                                                                 --------     --------    --------
Net cash flow used in financing activities                       (346,004)    (189,744)   (200,439)
                                                                 --------     --------    --------
                                                                                                  
Net increase (decrease) in cash and cash equivalents              (75,296)      39,110      20,174
                                                                                                  
Cash and cash equivalents at beginning of period                   83,030       43,920      23,746
                                                                 --------     --------    --------
                                                                                                  
Cash and cash equivalents at end of period                         $7,734      $83,030     $43,920
                                                                 ========     ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                  
  Interest - net of amount capitalized                           $144,731      $98,801    $138,530
  Income taxes                                                   $132,924      $86,830     $68,323
 Noncash investing and financing activities:                                                      
  Change in unrealized appreciation of                                                            
   decommissioning trust assets                                    $4,585       $5,928      $3,432
                                                                                                  
See Notes to Financial Statements.                                                                

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY LOUISIANA, INC.
                            BALANCE SHEETS
                                ASSETS
                                                    
                                                                    December 31,
                                                                 1999          1998
                                                                  (In Thousands)
<S>                                                            <C>          <C>
                     CURRENT ASSETS                                                   
Cash and cash equivalents:                                                            
  Cash                                                             $7,734      $10,187
  Temporary cash investments - at cost,                                               
    which approximates market                                           -       72,843
                                                               ----------   ----------
        Total cash and cash equivalents                             7,734       83,030
                                                               ----------   ----------
Accounts receivable:                                                                  
  Customer                                                         79,335       65,262
  Allowance for doubtful accounts                                  (1,615)      (1,164)
  Associated companies                                             14,601       33,775
  Other                                                            10,762       19,305
  Accrued unbilled revenues                                       106,200       50,540
                                                               ----------   ----------
    Total receivables                                             209,283      167,718
                                                               ----------   ----------
Deferred fuel costs                                                 2,161            -
Accumulated deferred income taxes                                  12,520       13,332
Materials and supplies - at average cost                           84,027       82,220
Deferred nuclear refueling outage costs                            11,336        6,498
Prepayments and other                                               6,014       11,565
                                                               ----------   ----------
TOTAL                                                             333,075      364,363
                                                               ----------   ----------
                                                                                      
             OTHER PROPERTY AND INVESTMENTS                                           
Investment in subsidiary companies - at equity                     14,230       14,230
Decommissioning trust funds                                       100,943       82,681
Non-utility property - at cost (less accumulated depreciation)     21,433       21,459
                                                               ----------   ----------
TOTAL                                                             136,606      118,370
                                                               ----------   ----------
                                                                                      
                     UTILITY PLANT                                                    
Electric                                                        5,178,808    5,095,278
Property under capital lease                                      236,271      234,339
Construction work in progress                                     108,106       85,565
Nuclear fuel under capital lease                                   51,930       75,814
                                                               ----------   ----------
TOTAL UTILITY PLANT                                             5,575,115    5,490,996
Less - accumulated depreciation and amortization                2,294,394    2,158,800
                                                               ----------   ----------
UTILITY PLANT - NET                                             3,280,721    3,332,196
                                                               ----------   ----------
                                                                                      
            DEFERRED DEBITS AND OTHER ASSETS                                          
Regulatory assets:                                                                    
  SFAS 109 regulatory asset - net                                 230,899      270,068
  Unamortized loss on reacquired debt                              35,856       30,629
  Other regulatory assets                                          50,191       49,599
Other                                                              17,302       15,816
                                                               ----------   ----------
TOTAL                                                             334,248      366,112
                                                               ----------   ----------
                                                                                      
TOTAL ASSETS                                                   $4,084,650   $4,181,041
                                                               ==========   ==========
See Notes to Financial Statements.                                                    

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                             ENTERGY LOUISIANA, INC.
                                 BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                                                    
                                                                        December 31,      
                                                                     1999         1998
                                                                      (In Thousands)
<S>                                                               <C>          <C>
                  CURRENT LIABILITIES                                                    
Currently maturing long-term debt                                   $116,388       $6,772
Accounts payable:                                                                        
  Associated companies                                               137,869       43,051
  Other                                                               90,768       90,465
Customer deposits                                                     61,096       55,966
Taxes accrued                                                         25,863       18,203
Interest accrued                                                      20,236       53,302
Deferred fuel cost                                                         -        7,798
Obligations under capital leases                                      28,387       32,539
Other                                                                 59,737        7,644
                                                                  ----------   ----------
TOTAL                                                                540,344      315,740
                                                                  ----------   ----------
                                                                                         
        DEFERRED CREDITS AND OTHER LIABILITIES                                           
Accumulated deferred income taxes                                    792,290      840,931
Accumulated deferred investment tax credits                          123,155      128,689
Obligations under capital leases                                      23,543       43,275
Other regulatory liabilities                                          15,421       10,836
Accumulated provisions                                                58,087       52,645
Other                                                                 34,564       39,791
                                                                  ----------   ----------
TOTAL                                                              1,047,060    1,116,167
                                                                  ----------   ----------
                                                                                         
Long-term debt                                                     1,145,463    1,332,315
Preferred stock with sinking fund                                     35,000       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 in 1999
  and 1998                                                         1,088,900    1,088,900
Capital stock expense and other                                       (2,171)      (2,320)
Retained earnings                                                     59,554       74,739
                                                                  ----------   ----------
TOTAL                                                              1,246,783    1,261,819
                                                                  ----------   ----------
                                                                                         
Commitments and Contingencies (Notes 2, 9, and 10)                                       
                                                                                         
             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,084,650   $4,181,041
                                                                  ==========   ==========
See Notes to Financial Statements.                                                       
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY LOUISIANA, INC.
                     STATEMENTS OF RETAINED EARNINGS
                                                            
                                                     For the Years Ended December 31,
                                                      1999        1998        1997
                                                             (In Thousands)
<S>                                                  <C>         <C>         <C>
Retained Earnings, January 1                          $74,739     $46,766     $63,764
                                                                                     
  Add:                                                                               
    Net income                                        191,770     179,487     141,757
                                                                                     
  Deduct:                                                                            
    Dividends declared:                                                              
      Preferred stock                                   9,805      13,014      13,016
      Common stock                                    197,000     138,500     145,400
    Capital stock expenses                                150           -         339
                                                      -------     -------     -------
        Total                                         206,955     151,514     158,755
                                                      -------     -------     -------
                                                                                     
Retained Earnings, December 31 (Note 8)               $59,554     $74,739     $46,766
                                                      =======     =======     =======
                                                                                    
See Notes to Financial Statements.                                                    
                                                               

</TABLE>


<PAGE>

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


                               1999        1998        1997        1996        1995
                                           (In Thousands)
<S>                         <C>         <C>         <C>         <C>         <C>
Operating revenues          $1,806,594  $1,710,908  $1,803,272  $1,828,867  $1,674,875
Net income                  $  191,770  $  179,487  $  141,757  $  190,762  $  201,537
Total assets                $4,084,650  $4,181,041  $4,175,400  $4,279,278  $4,331,523
Long-term obligations (1)   $1,274,006  $1,530,590  $1,522,043  $1,545,889  $1,528,542

</TABLE>

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

<TABLE>                                  
<CAPTION>
                                  
                                  1999        1998        1997         1996         1995
                                                  (Dollars In Thousands)
<S>                            <C>        <C>          <C>         <C>          <C>
Electric Operating Revenues:                                                             
   Residential                   $620,146    $598,573    $606,173    $609,308     $583,373
   Commercial                     386,042     367,151     379,131     374,515      353,582
   Industrial                     646,517     597,536     708,356     727,505      641,196
   Governmental                    33,738      32,795      34,171      33,621       31,616
                               ----------  ----------  ----------  ----------   ----------
     Total retail               1,686,443   1,596,055   1,727,831   1,744,949    1,609,767
   Sales for resale:                                                               
     Associated companies          27,253      16,002       3,817       5,065        1,178
     Non-associated companies      53,923      53,538      55,345      58,685       48,987
   Other                           38,975      45,313      16,279      20,168       14,943
                               ----------  ----------  ----------  ----------   ----------
     Total                     $1,806,594  $1,710,908  $1,803,272  $1,828,867   $1,674,875
                               ==========  ==========  ==========  ==========   ==========
Billed Electric Energy                                                                   
 Sales (GWH):                                                                    
   Residential                      8,354       8,477       7,826       7,893        7,855
   Commercial                       5,221       5,265       4,906       4,846        4,786
   Industrial                      15,052      14,781      16,390      17,647       16,971
   Governmental                       468         481         460         457          439
                               ----------  ----------  ----------  ----------   ----------
     Total retail                  29,095      29,004      29,582      30,843       30,051
   Sales for resale:                                                               
     Associated companies             415         386         104         143           44
     Non-associated companies         831         855         805         982        1,293
                               ----------  ----------  ----------  ----------   ----------
     Total                         30,341      30,245      30,491      31,968       31,388
                               ==========  ==========  ==========  ==========   ==========
</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, 1999 and 1998, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1999  in
conformity  with  accounting principles generally accepted  in  the  United
States.  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 auditing standards generally accepted in  the
United  States, 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 17, 2000

                                     

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

Net Income

      Net  income decreased in 1999 primarily due to a decrease in unbilled
revenues and an increase in other operation and maintenance expenses.

     Net income decreased in 1998 primarily due to an increase in operating
expenses, partially offset by an increase in electric operating revenues.

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 1999 and 1998 are as follows:

                                        Increase/(Decrease)
            Description                  1999        1998
                                           (In Millions)
                                                           
Base revenues                            ($9.7)     ($10.2)
Grand Gulf rate rider                    (95.9)       (2.6)
Fuel cost recovery                       (11.6)       20.5
Sales volume/weather                       4.1        25.6
Other revenue (including unbilled)       (12.1)        0.6
Sales for resale                         (18.3)        5.0
                                       -------       -----
Total                                  ($143.5)      $38.9
                                       =======       =====

Base revenues

     In 1999 and 1998, base revenues decreased due to the formula rate plan
reduction  that became effective in 1998.  The formula rate plan  reduction
is discussed in more detail in Note 2 to the financial statements.

Rate riders

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

      In 1999, Grand Gulf rate rider revenue decreased as a result of a new
rider  which  became effective October 1, 1998.  This new rider  eliminated
revenues  attributable to the Grand Gulf phase-in plan, which was completed
in  September  1998.  However, this decrease was partially  offset  by  the
Grand Gulf Accelerated Recovery Tariff (GGART), which also became effective
October  1,  1998.   This  tariff provides for accelerated  recovery  of  a
portion  of  Entergy Mississippi's Grand Gulf purchased  power  obligation.
The  GGART  is  discussed  in  more detail  in  Note  2  to  the  financial
statements.



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

Fuel cost recovery

      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  1999,  fuel cost recovery revenues decreased due  to  the  MPSC's
review  and  subsequent  decrease  of  Entergy  Mississippi's  energy  cost
recovery rider.

      In  1998, fuel cost recovery revenues increased primarily due  to  an
increase in sales volume.

Sales volume/weather

      In  1999, sales volume increased as a result of sales growth  in  the
residential   and  commercial  sectors,  partially  offset  by  unfavorable
weather.

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

Other revenue

      In  1999,  other  revenue decreased primarily  due  to  a  change  in
estimated  unbilled revenues. The changed estimate more closely aligns  the
fuel  component of unbilled revenues with regulatory treatment.  The change
in  estimate  is expected to affect comparisons to applicable prior  period
amounts  through the first quarter of 2000.  Comparative impacts  are  also
affected by seasonal variations in demand.

Sales for resale

     In  1999,  sales  for resale decreased as a result  of  decreased  oil
generation  due to plant outages at Entergy Mississippi.  The  decrease  is
also due to higher sales to associated companies in 1998 as a result of  an
outage at Entergy Arkansas.

Expenses

Fuel and purchased power expenses

     In 1999, fuel and purchased power expenses decreased primarily due to:

     o a decrease in total energy consumption requirements; and
     o planned and unplanned plant outages during the year.

     The decrease in fuel and purchased power expenses was partially offset
by:

     o a  shift  from lower priced oil generation to higher priced  gas
       generation as a result of plant outages in 1999;
     o an increase in the market price of  purchased power; and
     o the GGART implemented by System Energy in October 1998 resulting in an
       increase in the price of  System Energy purchased power.


<PAGE>
                         ENTERGY MISSISSIPPI, INC.
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
                                     
     In 1998, fuel and purchased power expenses increased primarily due to:
     
     o the increased usage as a result of significantly warmer weather; and
     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 timely.

Other operation and maintenance

     In  1999, other operation and maintenance expenses increased primarily
     due to:
     
     o planned and unplanned plant outages in 1999;
     o an increase in customer service and reliability improvement spending;
     o an increase in employee benefit expense; and
     o an increase in casualty reserves.

Other regulatory credits

      In  1999,  other regulatory credits increased due to  greater  under-
recovery  of  Grand  Gulf  1 related costs as a result  of  the  new  rider
implemented in October 1998.

      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  1999,  amortization  of  rate  deferrals  decreased  due  to  the
completion of the Grand Gulf 1 rate phase-in plan in September 1998.  These
phase-ins had no material effect on net income.

     In 1998, amortization of rate deferrals decreased due to a decrease in
the  amortization prescribed in the Grand Gulf 1 rate phase-in plan,  which
was completed in September 1998.  These phase-ins had no material effect on
net income.

Other

Interest and other charges

     Interest on long-term debt decreased in 1999 and 1998 primarily due to
the refinancing of certain long-term debt.

Income taxes

      The  effective income tax rates for 1999, 1998, and 1997 were  29.7%,
30.9%, and 28.6%, respectively.


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY MISSISSIPPI, INC.
                           INCOME STATEMENTS
                                                  
                                                    For the Years Ended December 31, 
                                                     1999        1998         1997
                                                            (In Thousands)
<S>                                                 <C>         <C>          <C>
              OPERATING REVENUES                                                     
Domestic electric                                   $832,819    $976,300     $937,395
                                                    --------    --------     --------
              OPERATING EXPENSES                                                
Operating and Maintenance:                                                           
   Fuel, fuel-related expenses, and                                                  
     gas purchased for resale                        185,063     241,415      199,880
   Purchased power                                   332,015     286,769      285,447
   Other operation and maintenance                   152,817     131,752      129,810
Taxes other than income taxes                         44,013      44,888       43,142
Depreciation and amortization                         42,870      45,133       43,300
Other regulatory credits - net                       (12,044)     (3,186)     (20,731)
Amortization of rate deferrals                             -     104,969      119,797
                                                    --------    --------     --------
TOTAL                                                744,734     851,740      800,645
                                                    --------    --------     --------
                                                                                     
OPERATING INCOME                                      88,085     124,560      136,750
                                                    --------    --------     --------
                                                                                     
          OTHER INCOME (DEDUCTIONS)                                             
Allowance for equity funds used during construction    1,569         188          543
Gain (loss) on sale of assets                              -       1,025           (2)
Miscellaneous - net                                    6,781       4,891          919
                                                    --------    --------     --------
TOTAL                                                  8,350       6,104        1,460
                                                    --------    --------     --------
                                                                                     
          INTEREST AND OTHER CHARGES                                            
Interest on long-term debt                            35,265      37,756       40,791
Other interest - net                                   3,574       3,171        4,483
Allowance for borrowed funds used during construction (1,529)       (932)        (469)
                                                    --------    --------     --------
TOTAL                                                 37,310      39,995       44,805
                                                    --------    --------     --------
                                                                                     
INCOME BEFORE INCOME TAXES                            59,125      90,669       93,405
                                                                                     
Income taxes                                          17,537      28,031       26,744
                                                    --------    --------     --------
                                                                                     
NET INCOME                                            41,588      62,638       66,661
                                                                                     
Preferred dividend requirements and other              3,370       3,370        4,044
                                                    --------    --------     --------
                                                                                     
EARNINGS APPLICABLE TO                                                               
COMMON STOCK                                         $38,218     $59,268      $62,617
                                                    ========    ========     ========
See Notes to Financial Statements.                                                   
                                                                                     
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY MISSISSIPPI, INC.
                        STATEMENTS OF CASH FLOWS
                                                               
                                                               For the Years Ended December 31,
                                                                1999         1998        1997
                                                                        (In Thousands)
<S>                                                            <C>          <C>         <C>
                 OPERATING ACTIVITIES                                                           
Net income                                                      $41,588      $62,638     $66,661
Noncash items included in net income:                                                           
  Amortization of rate deferrals                                      -      104,969     119,797
  Other regulatory credits - net                                (12,044)      (3,186)    (20,731)
  Depreciation and amortization                                  42,870       45,133      43,300
  Deferred income taxes and investment tax credits               18,066      (12,494)    (32,204)
  Allowance for equity funds used during construction            (1,569)        (188)       (543)
  (Gain) loss on sale of assets                                       -       (1,025)          2
Changes in working capital:                                                                     
  Receivables                                                    24,208        6,253       2,978
  Fuel inventory                                                   (771)         384       3,275
  Accounts payable                                               54,317      (31,967)    (12,338)
  Taxes accrued                                                  29,955      (26,301)      5,832
  Interest accrued                                               (4,595)         323      (6,600)
  Deferred fuel costs                                           (45,830)      12,858     (10,967)
  Other working capital accounts                                 10,072        8,652     (12,245)
Provision for estimated losses and reserves                       4,173       (6,915)      1,173
Changes in other regulatory assets                              (30,179)     (38,295)    (29,699)
Other                                                            12,152        4,202      38,304
                                                               --------     --------    --------
Net cash flow provided by operating activities                  142,413      125,041     155,995
                                                               --------     --------    --------
                                                                                                
                 INVESTING ACTIVITIES                                                           
Construction expenditures                                       (94,717)     (58,705)    (50,334)
Allowance for equity funds used during construction               1,569          188         543
                                                               --------     --------    --------
Net cash flow used in investing activities                      (93,148)     (58,517)    (49,791)
                                                               --------     --------    --------
                                                                                                
                 FINANCING ACTIVITIES                                                           
Proceeds from issuance of:                                                                      
  Long-term debt                                                153,629       78,703      64,827
Retirement of:                                                                                  
  Long-term debt                                               (163,278)     (80,020)    (96,015)
Redemption of preferred stock                                         -            -     (14,500)
Changes in short-term borrowing, net                                 (6)         (13)          -
Dividends paid:                                                                                 
  Common stock                                                  (34,100)     (66,000)    (59,200)
  Preferred stock                                                (3,363)      (3,370)     (3,998)
                                                               --------     --------    --------
Net cash flow used in financing activities                      (47,118)     (70,700)   (108,886)
                                                               --------     --------    --------
                                                                                                
Net increase (decrease) in cash and cash equivalents              2,147       (4,176)     (2,682)
                                                                                                
Cash and cash equivalents at beginning of period                  2,640        6,816       9,498
                                                               --------     --------    --------
                                                                                                
Cash and cash equivalents at end of period                       $4,787       $2,640      $6,816
                                                               ========     ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:                                                     
  Interest - net of amount capitalized                          $41,567      $39,291     $50,662
  Income taxes                                                 ($29,850)     $64,204     $51,598
                                                                                                
See Notes to Financial Statements.                                                              

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY MISSISSIPPI, INC.
                                BALANCE SHEETS
                                   ASSETS
                                                    
                                                                    December 31,
                                                                1999           1998
                                                                   (In Thousands)
<S>                                                           <C>           <C>
                     CURRENT ASSETS                                                   
Cash and cash equivalents:                                                            
  Cash                                                            $4,787        $2,640
Accounts receivable:                                                                  
  Customer                                                        35,675        39,701
  Allowance for doubtful accounts                                   (886)       (1,217)
  Associated companies                                             1,370         5,703
  Other                                                            2,391         1,267
  Accrued unbilled revenues                                       28,600        45,904
                                                              ----------    ----------
    Total receivables                                             67,150        91,358
                                                              ----------    ----------
Deferred fuel costs                                               47,939         2,108
Accumulated deferred income taxes                                      -           665
Fuel inventory - at average cost                                   3,774         3,002
Materials and supplies - at average cost                          17,068        17,149
Prepayments and other                                              7,114        12,256
                                                              ----------    ----------
TOTAL                                                            147,832       129,178
                                                              ----------    ----------
                                                                                      
             OTHER PROPERTY AND INVESTMENTS                                           
Investment in subsidiary companies - at equity                     5,531         5,531
Non-utility property - at cost (less accumulated depreciation)     6,965         7,056
Other - at cost (less accumulated depreciation)                        -            13
                                                              ----------    ----------
TOTAL                                                             12,496        12,600
                                                              ----------    ----------
                                                                                      
                     UTILITY PLANT                                                    
Electric                                                       1,763,636     1,718,426
Property under capital lease                                         384           477
Construction work in progress                                     66,789        35,317
                                                              ----------    ----------
TOTAL UTILITY PLANT                                            1,830,809     1,754,220
Less - accumulated depreciation and amortization                 709,543       685,214
                                                              ----------    ----------
UTILITY PLANT - NET                                            1,121,266     1,069,006
                                                              ----------    ----------
                                                                                      
            DEFERRED DEBITS AND OTHER ASSETS                                          
Regulatory assets:                                                                    
  SFAS 109 regulatory asset - net                                 24,051        25,515
  Unamortized loss on reacquired debt                             16,345         7,981
  Other regulatory assets                                        132,243       100,601
Other                                                              5,784         6,048
                                                              ----------    ----------
TOTAL                                                            178,423       140,145
                                                              ----------    ----------
                                                                                      
TOTAL ASSETS                                                  $1,460,017    $1,350,929
                                                              ==========    ==========
See Notes to Financial Statements.                                                    
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                                                    
                                                                            December 31, 
                                                                          1999        1998
                                                                           (In Thousands)
<S>                                                                    <C>          <C>
                    CURRENT LIABILITIES                                                       
Currently maturing long-term debt                                             $ -          $20
Accounts payable:                                                                             
  Associated companies                                                     84,382       44,091
  Other                                                                    32,470       18,444
Customer deposits                                                          23,303       18,265
Taxes accrued                                                              35,968        6,013
Accumulated deferred income taxes                                             526            -
Interest accrued                                                           10,038       14,632
Obligations under capital leases                                               95           92
Other                                                                       2,137        2,319
                                                                       ----------   ----------
TOTAL                                                                     188,919      103,876
                                                                       ----------   ----------
                                                                                              
           DEFERRED CREDITS AND OTHER LIABILITIES                                             
Accumulated deferred income taxes                                         298,477      281,017
Accumulated deferred investment tax credits                                20,908       22,408
Obligations under capital leases                                              290          384
Accumulated provisions                                                      7,374        3,200
Other                                                                       3,368        4,331
                                                                       ----------   ----------
TOTAL                                                                     330,417      311,340
                                                                       ----------   ----------
                                                                                              
Long-term debt                                                            464,466      463,616
                                                                                              
                    SHAREHOLDERS' EQUITY                                                      
Preferred stock without sinking fund                                       50,381       50,381
Common stock, no par value, authorized 15,000,000                                             
  shares; issued and outstanding 8,666,357 shares in 1999 and 1998        199,326      199,326
Capital stock expense and other                                               (59)         (59)
Retained earnings                                                         226,567      222,449
                                                                       ----------   ----------
TOTAL                                                                     476,215      472,097
                                                                       ----------   ----------
                                                                                              
Commitments and Contingencies (Notes 2, 8, and 9)                                             
                                                                                              
                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $1,460,017   $1,350,929
                                                                       ==========   ==========
See Notes to Financial Statements.                                                            
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                           ENTERGY MISSISSIPPI, INC.
                       STATEMENTS OF RETAINED EARNINGS
                                                            
                                                  For the Years Ended December 31,
                                                   1999        1998        1997
                                                         (In Thousands)
<S>                                               <C>        <C>         <C>
Retained Earnings, January 1                      $222,449   $229,181    $225,764
                                                                                 
  Add:                                                                           
    Net income                                      41,588     62,638      66,661
                                                                                 
  Deduct:                                                                        
    Dividends declared:                                                          
      Preferred stock                                3,370      3,370       3,656
      Common stock                                  34,100     66,000      59,200
    Preferred stock expenses                             -          -         388
                                                  --------   --------    --------
        Total                                       37,470     69,370      63,244
                                                  --------   --------    --------
                                                                                 
Retained Earnings, December 31 (Note 8)           $226,567   $222,449    $229,181
                                                  ========   ========    ========
                                                                                 
See Notes to Financial Statements.                                               

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                         ENTERGY MISSISSIPPI, INC.
                                     
              SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                     
                                     
                                1999        1998          1997         1996        1995
                                             (In Thousands)
<S>                         <C>          <C>          <C>          <C>          <C> 
Operating revenues          $  832,819   $  976,300   $  937,395   $  958,430   $  889,843
Net Income                  $   41,588   $   62,638   $   66,661   $   79,211   $   68,667
Total assets                $1,460,017   $1,350,929   $1,439,561   $1,521,466   $1,581,983
Long-term obligations (1)   $  464,756   $  464,000   $  464,156   $  406,054   $  511,613
</TABLE>

(1)  Includes  long-term  debt  (excluding  currently  maturing  debt)  and
     noncurrent capital lease obligations.


<TABLE>
<CAPTION>
                                 1999        1998        1997        1996        1995
                                                 (Dollars In Thousands)
<S>                             <C>         <C>         <C>         <C>          <C>
Electric Operating Revenues:                                                            
   Residential                  $311,003    $367,895    $342,818    $358,264     $336,194
   Commercial                    250,929     284,787     274,195     281,626      262,786
   Industrial                    151,659     170,910     173,152     185,351      178,466
   Governmental                   23,528      26,670      26,882      29,093       27,410
                                --------    --------    --------    --------     --------
     Total retail                737,119     850,262     817,047     854,334      804,856
   Sales for resale:                                                              
     Associated companies         63,004      80,357      78,233      58,749       35,928
     Non-associated companies     31,546      32,442      21,276      22,814       21,906
   Other                           1,150      13,239      20,839      22,533       27,153
                                --------    --------    --------    --------     --------
     Total                      $832,819    $976,300    $937,395    $958,430     $889,843
                                ========    ========    ========    ========     ========
Billed Electric Energy                                                                  
 Sales (GWH):                                                                   
   Residential                     4,753       4,800       4,323       4,355        4,233
   Commercial                      4,156       4,015       3,673       3,508        3,368
   Industrial                      3,246       3,163       3,089       3,063        3,044
   Governmental                      363         347         333         346          336
                                --------    --------    --------    --------     --------
     Total retail                 12,518      12,325      11,418      11,272       10,981
   Sales for resale:                                                              
     Associated companies          1,774       2,424       1,918       1,368          959
     Non-associated companies        426         484         412         521          692
                                --------    --------    --------    --------     --------
     Total                        14,718      15,233      13,748      13,161       12,632
                                ========    ========    ========    ========     ========
</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, 1999 and 1998, and the results of its operations and its  cash
flows for each of the three years in the period ended December 31, 1999  in
conformity  with  accounting principles generally accepted  in  the  United
States.  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 auditing standards generally accepted in  the
United  States, 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 17, 2000






<PAGE>


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

Net Income

      Net income increased slightly in 1999 primarily due to an increase in
unbilled  revenues  and sales volume, partially offset by  an  increase  in
other operation and maintenance expenses.

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

Revenues and Sales

Electric operating revenues

      The  changes  in electric operating revenues for the  twelve  months
ended December 31, 1999 and 1998 are as follows:

                                         Increase/(Decrease)
             Description                  1999       1998
                                            (In Millions)
                                                           
Base revenues                             ($11.3)     ($9.8)
Fuel cost recovery                          (4.6)      14.5
Sales volume/weather                         1.7       13.9
Other revenue (including unbilled)           5.5        1.0
Sales for resale                             3.7        1.7
                                           -----      -----
Total                                      ($5.0)     $21.3
                                           =====      =====

Base revenues

     In 1999, base revenues decreased primarily due to base rate reductions
effective  January  1999 and rate refund provisions accrued  for  potential
rate matters.

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

Fuel cost recovery
                                     
     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  1999,  fuel  cost recovery revenues decreased due  to  an  under-
recovery  of  fuel  expenses resulting from higher market  prices  in  1999
compared to the prior year.

     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.


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

Other revenue

     In 1999, other revenue increased due to a change in estimated unbilled
revenues.   The changed estimate more closely aligns the fuel component  of
unbilled  revenues with regulatory treatment.  The increase  was  partially
offset  by  less  favorable weather in 1999.  The  change  in  estimate  is
expected to affect comparisons of revenue to applicable time period amounts
through  the first quarter of 2000.  Comparative impacts are also  affected
by seasonal variations in demand.

Sales for resale

      In  1999,  sales  for resale increased due to favorable  unit  prices
resulting  from  increased purchased power and gas market  prices,  coupled
with an increase in affiliated sales volume.

Gas operating revenues

     In 1998, gas operating revenues decreased 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.

Other operation and maintenance expenses

      In 1999 and 1998, other operation and maintenance expenses increased
primarily due to:

     o increased environmental provisions;
     o employee benefit expense; and
     o increased spending for customer service and reliability improvements.

Amortization of rate deferrals

      In  1999, amortization of rate deferrals decreased due to a scheduled
rate change in the amortization of Grand Gulf 1 phase-in expenses.

Other regulatory credits

      In  1999, other regulatory credits increased due to a greater under-
recovery of Grand Gulf 1 costs in 1999.


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


Other

Other income

     Other income increased in 1999 primarily due to:

     o an increase in AFUDC resulting from increased capital charges on
       projects in 1999; and
     o increased interest related to the Grand Gulf 1 rate deferral plan.

      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 more detail  in
Note 2 to the financial statements.

Income taxes

      The  effective income tax rates for 1999, 1998, and 1997 were  40.7%,
38.4%, and 44.0%, respectively.

      The  increase in the effective income tax rate for 1999 was primarily
due  to  the  increase in pre-tax income reducing the impact  of  permanent
differences and flow through items.

      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.


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                            INCOME STATEMENTS
                                                     
                                                            For the Years Ended December 31,
                                                             1999        1998         1997
                                                                    (In Thousands)
<S>                                                         <C>         <C>          <C>
                  OPERATING REVENUES                                                         
Domestic electric                                           $426,431    $431,453     $410,131
Natural gas                                                   81,357      82,297       94,691
                                                            --------    --------     --------
TOTAL                                                        507,788     513,750      504,822
                                                            --------    --------     --------
                                                                                             
                  OPERATING EXPENSES                                                    
Operating and Maintenance:                                                                   
   Fuel, fuel-related expenses, and                                                          
     gas purchased for resale                                135,242     138,142      141,902
   Purchased power                                           166,579     164,435      156,542
   Other operation and maintenance                            83,197      79,023       72,748
Taxes other than income taxes                                 39,621      40,417       21,107
Depreciation and amortization                                 21,219      21,878       38,964
Other regulatory credits - net                                (9,036)     (4,540)      (6,394)
Amortization of rate deferrals                                28,430      35,336       37,662
                                                            --------    --------     --------
TOTAL                                                        465,252     474,691      462,531
                                                            --------    --------     --------
                                                                                             
OPERATING INCOME                                              42,536      39,059       42,291
                                                            --------    --------     --------
                                                                                             
              OTHER INCOME (DEDUCTIONS)                                                 
Allowance for equity funds used during construction            1,084         284          380
Gain on sale of assets                                             -         458            -
Miscellaneous - net                                            2,263         951          (77)
                                                            --------    --------     --------
TOTAL                                                          3,347       1,693          303
                                                            --------    --------     --------
                                                                                             
              INTEREST AND OTHER CHARGES                                                
Interest on long-term debt                                    13,277      13,717       13,918
Other interest - net                                           1,403       1,075        1,369
Allowance for borrowed funds used during construction           (788)       (219)        (286)
                                                            --------    --------     --------
TOTAL                                                         13,892      14,573       15,001
                                                            --------    --------     --------
                                                                                             
INCOME BEFORE INCOME TAXES                                    31,991      26,179       27,593
                                                                                             
Income taxes                                                  13,030      10,042       12,142
                                                            --------    --------     --------
                                                                                             
NET INCOME                                                    18,961      16,137       15,451
                                                                                             
Preferred dividend requirements and other                        965         965          965
                                                            --------    --------     --------
                                                                                             
EARNINGS APPLICABLE TO                                                                       
COMMON STOCK                                                 $17,996     $15,172      $14,486
                                                            ========    ========     ========
See Notes to Financial Statements.                                                           
                                                        
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                        ENTERGY NEW ORLEANS, INC.
                         STATEMENTS OF CASH FLOWS
                                                               
                                                               For the Years Ended December 31,
                                                                 1999         1998        1997
                                                                         (In Thousands)
<S>                                                            <C>           <C>         <C>
                 OPERATING ACTIVITIES                                                            
Net income                                                       $18,961      $16,137     $15,451
Noncash items included in net income:                                                            
  Amortization of rate deferrals                                  28,430       35,336      37,662
  Other regulatory credits - net                                  (9,036)      (4,540)     (6,394)
  Depreciation and amortization                                   21,219       21,878      21,107
  Deferred income taxes and investment tax credits                (3,131)      (7,498)     (1,957)
  Allowance for equity funds used during construction             (1,084)        (284)       (380)
  Gain on sale of assets                                               -         (458)          -
Changes in working capital:                                                                      
  Receivables                                                     (7,258)       3,148       4,257
  Fuel inventory                                                     179         (861)       (145)
  Accounts payable                                                23,319       (4,136)        540
  Taxes accrued                                                      429       (5,270)      4,065
  Interest accrued                                                    37         (130)       (276)
  Deferred fuel costs                                            (13,293)       8,193      (2,094)
  Other working capital accounts                                   6,607       (5,122)    (15,908)
Provision for estimated losses and reserves                         (531)      (6,295)       (247)
Changes in other regulatory assets                               (11,482)      (6,964)      7,365
Other                                                              6,796       (2,805)     (8,941)
                                                                --------     --------    --------
Net cash flow provided by operating activities                    60,162       40,329      54,105
                                                                --------     --------    --------
                                                                                                 
                 INVESTING ACTIVITIES                                                            
Construction expenditures                                        (46,239)     (21,691)    (16,137)
Allowance for equity funds used during construction                1,084          284         380
                                                                --------     --------    --------
Net cash flow used in investing activities                       (45,155)     (21,407)    (15,757)
                                                                --------     --------    --------
                                                                                                 
                 FINANCING ACTIVITIES                                                            
Proceeds from issuance of:                                                                       
  Long-term debt                                                       -       29,438           -
Retirement of:                                                                                   
  Long-term debt                                                       -      (30,000)    (12,000)
Dividends paid:                                                                                  
  Common stock                                                   (26,500)      (9,700)    (26,000)
  Preferred stock                                                 (1,206)        (965)       (965)
                                                                --------     --------    --------
Net cash flow used in financing activities                       (27,706)     (11,227)    (38,965)
                                                                --------     --------    --------
                                                                                                 
Net increase (decrease) in cash and cash equivalents             (12,699)       7,695        (617)
                                                                                                 
Cash and cash equivalents at beginning of period                  17,153        9,458      10,075
                                                                --------     --------    --------
                                                                                                 
Cash and cash equivalents at end of period                        $4,454      $17,153      $9,458
                                                                ========     ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                 
  Interest - net of amount capitalized                           $14,281      $14,592     $15,237
  Income taxes - net                                             $12,476      $26,197     $10,981
                                                                                                 
See Notes to Financial Statements.                                                               

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY NEW ORLEANS, INC.
                                BALANCE SHEETS
                                   ASSETS
                                                    
                                                          December 31,
                                                        1999          1998
                                                          (In Thousands)
<S>                                                     <C>          <C>
                 CURRENT ASSETS                                              
Cash and cash equivalents:                                                   
  Cash                                                    $4,454       $3,769
  Temporary cash investments - at cost,                                      
    which approximates market                                  -       13,384
                                                        --------     --------
        Total cash and cash equivalents                    4,454       17,153
                                                        --------     --------
Accounts receivable:                                                         
  Customer                                                28,658       24,355
  Allowance for doubtful accounts                           (846)        (761)
  Associated companies                                       404        3,320
  Other                                                    6,225        3,835
  Accrued unbilled revenues                               19,820       16,254
                                                        --------     --------
    Total receivables                                     54,261       47,003
                                                        --------     --------
Deferred fuel costs                                       14,483        1,191
Fuel inventory - at average cost                           3,293        3,472
Materials and supplies - at average cost                  10,127        8,845
Rate deferrals                                            24,788       28,430
Prepayments and other                                      2,528        6,686
                                                        --------     --------
TOTAL                                                    113,934      112,780
                                                        --------     --------
                                                                             
         OTHER PROPERTY AND INVESTMENTS                                      
Investment in subsidiary companies - at equity             3,259        3,259
                                                        --------     --------
                                                                             
                  UTILITY PLANT                                              
Electric                                                 541,525      514,685
Natural gas                                              133,568      132,568
Construction work in progress                             29,780       20,184
                                                        --------     --------
TOTAL UTILITY PLANT                                      704,873      667,437
Less - accumulated depreciation and amortization         382,797      371,558
                                                        --------     --------
UTILITY PLANT - NET                                      322,076      295,879
                                                        --------     --------
                                                                             
        DEFERRED DEBITS AND OTHER ASSETS                                     
Regulatory assets:                                                           
  Rate deferrals                                          10,974       35,762
  Unamortized loss on reacquired debt                      1,187        1,399
  Other regulatory assets                                 33,039       21,558
Other                                                      1,277        1,267
                                                        --------     --------
TOTAL                                                     46,477       59,986
                                                        --------     --------
                                                                             
TOTAL ASSETS                                            $485,746     $471,904
                                                        ========     ========
See Notes to Financial Statements.                                           

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                                                    
                                                                December 31,        
                                                              1999        1998
                                                               (In Thousands)
<S>                                                          <C>         <C>
               CURRENT LIABILITIES                                               
Accounts payable:                                                                
  Associated companies                                        $24,350     $18,283
  Other                                                        28,261      11,008
Customer deposits                                              17,830      18,082
Taxes accrued                                                     429           -
Accumulated deferred income taxes                              10,863       6,284
Interest accrued                                                4,956       4,919
Other                                                           5,524       1,783
                                                             --------    --------
TOTAL                                                          92,213      60,359
                                                             --------    --------
                                                                                 
     DEFERRED CREDITS AND OTHER LIABILITIES                                      
Accumulated deferred income taxes                              43,878      57,214
Accumulated deferred investment tax credits                     6,378       6,894
SFAS 109 regulatory liability - net                             7,528         942
Other regulatory liabilities                                    1,753       3,146
Accumulated provisions                                          8,836       9,367
Other                                                           7,733       8,116
                                                             --------    --------
TOTAL                                                          76,106      85,679
                                                             --------    --------
                                                                                 
Long-term debt                                                169,083     169,018
                                                                                 
              SHAREHOLDERS' EQUITY                                               
Preferred stock without sinking fund                           19,780      19,780
Common stock, $4 par value, authorized 10,000,000                                
  shares; issued and outstanding 8,435,900 shares in 1999
  and 1998                                                     33,744      33,744
Paid-in capital                                                36,294      36,294
Retained earnings                                              58,526      67,030
                                                             --------    --------
TOTAL                                                         148,344     156,848
                                                             --------    --------
                                                                                 
Commitments and Contingencies (Notes 2 and 9)                                    
                                                                                 
       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $485,746    $471,904
                                                             ========    ========

See Notes to Financial Statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                           ENTERGY NEW ORLEANS, INC.
                        STATEMENTS OF RETAINED EARNINGS                          
                                                            
                                                  For the Years Ended December 31,
                                                   1999        1998        1997
                                                          (In Thousands)
<S>                                               <C>        <C>         <C>
Retained Earnings, January 1                       $67,030    $61,558     $73,072
                                                                                 
  Add:                                                                           
    Net income                                      18,961     16,137      15,451
                                                                                 
  Deduct:                                                                        
    Dividends declared:                                                          
      Preferred stock                                  965        965         965
      Common stock                                  26,500      9,700      26,000
                                                   -------    -------     -------
        Total                                       27,465     10,665      26,965
                                                   -------    -------     -------
                                                                                 
Retained Earnings, December 31 (Note 8)            $58,526    $67,030     $61,558
                                                   =======    =======     =======
                                                                                 
See Notes to Financial Statements.                                               

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                         ENTERGY NEW ORLEANS, INC.
                                     
              SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                     
                                     
                                 1999       1998        1997       1996      1995
                                      (In Thousands)
<S>                            <C>        <C>         <C>        <C>       <C>
Operating revenues             $ 507,788  $513,750    $504,822   $504,277  $470,278
Net Income                     $  18,961  $ 16,137    $ 15,451   $ 26,776  $ 34,386
Total assets                   $ 485,746  $471,904    $498,150   $549,996  $596,206
Long-term obligations (1)      $ 169,083  $169,018    $168,953   $168,888  $155,958
</TABLE>

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

<TABLE>
<CAPTION>
                                 1999      1998      1997       1996      1995
                                            (Dollars In Thousands)
<S>                            <C>        <C>       <C>       <C>        <C>
Electric Operating Revenues:                                                    
   Residential                 $158,822   $164,765  $145,688  $151,577   $141,353
   Commercial                   146,328    149,353   143,113   149,649    144,374
   Industrial                    25,584     26,229    24,616    24,663     22,842
   Governmental                  63,056     62,332    58,746    58,561     52,880
                               --------   --------  --------  --------   --------
     Total retail               393,790    402,679   372,163   384,450    361,449
   Sales for resale:                                                       
     Associated companies        14,207     10,451    10,342     2,649      3,217
     Non-associated companies    10,545     10,590     8,996     9,882      9,864
   Other                          7,889      7,733    18,630     6,273     15,472
                               --------   --------  --------  --------   --------
     Total                     $426,431   $431,453  $410,131  $403,254   $390,002
                               ========   ========  ========  ========   ========
Billed Electric Energy                                                          
 Sales (GWH):                                                             
   Residential                    2,102      2,141     1,971     1,998      2,049
   Commercial                     2,208      2,149     2,072     2,073      2,079
   Industrial                       514        514       484       481        537
   Governmental                   1,071      1,037       994       974        983
                               --------   --------  --------  --------   --------
     Total retail                 5,895      5,841     5,521     5,526      5,648
   Sales for resale:                                                       
     Associated companies           441        370       316        66        149
     Non-associated companies       180        199       160       212        297
                               --------   --------  --------  --------   --------
     Total                        6,516      6,410     5,997     5,804      6,094
                               ========   ========  ========  ========   ========

</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, 1999 and 1998, and the results of its operations  and  its
cash  flows  for each of the three years in the period ended  December  31,
1999  in  conformity with accounting principles generally accepted  in  the
United  States.  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 auditing standards generally accepted in  the
United  States, 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 17, 2000




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

Net Income

      Net  income  decreased  in 1999 due to the  additional  reserves  and
interest recorded for the potential refund of System Energy's proposed rate
increase, as well as downtime for unplanned outages.

      Net income increased slightly in 1998 primarily due to an 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.

       Operating   revenues  increased  in  1999  primarily  due   to   the
implementation  of  the Grand Gulf Accelerated Recovery Tariff  (GGART)  at
Entergy  Arkansas and Entergy Mississippi.  This increase  in  revenues  is
offset  by related regulatory charges and does not affect net income.   The
tariff  was  designed to allow Entergy Arkansas and Entergy Mississippi  to
accelerate  the  payment of a portion of their Grand Gulf  purchased  power
obligation  in advance of the implementation of retail access.   It  became
effective  on January 1, 1999 and October 1, 1998 for Entergy Arkansas  and
Entergy  Mississippi, respectively.  The GGART and System Energy's proposed
rate  increase, which is subject to refund, are discussed in Note 2 to  the
financial statements.

Expenses

Fuel expenses

      In 1999, fuel expenses decreased primarily due to an extended nuclear
refueling  outage at Grand Gulf 1 in addition to unplanned outages.   Grand
Gulf 1 was on-line for 17 fewer days in 1999 compared to 1998.

      In 1998, fuel expenses decreased because of lower generation due to a
scheduled nuclear refueling outage in April and May.  Grand Gulf 1 was  on-
line for 47 fewer days in 1998 compared to 1997.
     
Depreciation and amortization

      In 1999, depreciation and amortization expenses decreased as a result
of  the  reduction  in  principal payment  associated  with  the  sale  and
leaseback of a portion of Grand Gulf 1.  The depreciation schedule  matches
the collection of lease principal and revenues with the depreciation of the
asset.

Other regulatory charges

      In  both 1999 and 1998, other regulatory charges increased due to the
implementation of the GGART at Entergy Arkansas and Entergy Mississippi, as
discussed above.


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

Other income

      Other  income  increased in both 1999 and 1998 as  a  result  of  the
interest  earned on System Energy's advances to the money pool,  an  inter-
company funding arrangement.  The money pool is discussed in Note 4 to  the
financial statements.

Interest charges

      Other  interest  increased in 1999 due to interest on  the  potential
refund of System Energy's proposed rate increase.

      Interest on long-term debt decreased in 1999 and 1998 as a result  of
the retirement and refinancing of higher-cost long-term debt.

Income taxes

      The  effective income tax rates in 1999, 1998, and 1997  were  39.5%,
42.1%, and 42.2%, respectively.

     The effective income tax rate for 1999 decreased due to decreased pre-
tax  income partially offset by the amortization of investment tax  credits
related to Grand Gulf 2.

<PAGE>

<TABLE>
<CAPTION>
                            SYSTEM ENERGY RESOURCES, INC.
                                  INCOME STATEMENTS
                                                                                    
                                                  For the Years Ended December 31,
                                                    1999       1998       1997             
                                                          (In Thousands)
     <S>                                          <C>         <C>        <C> 
               OPERATING REVENUES                                                     
     Domestic electric                            $620,032    $602,373   $633,698      
                                                  --------    --------   --------
               OPERATING EXPENSES                                                     
     Operating and Maintenance:                                                        
        Fuel, fuel-related expenses, and                                               
          gas purchased for resale                  37,336      41,740     48,475      
        Nuclear refueling outage expenses           14,136      15,737     16,425      
        Other operation and maintenance             87,450      86,696    101,269      
     Decommissioning                                18,944      18,944     18,944      
     Taxes other than income taxes                  27,212      26,839     26,477      
     Depreciation and amortization                 113,862     125,331    128,915      
     Other regulatory charges - net                 57,656       4,443          -      
                                                  --------    --------   --------
     TOTAL                                         356,596     319,730    340,505      
                                                  --------    --------   --------
     OPERATING INCOME                              263,436     282,643    293,193      
                                                  --------    --------   --------
                  OTHER INCOME                                                        
     Allowance for equity funds used                                                   
        during construction                          2,540       2,042      2,209
     Miscellaneous - net                            16,309      13,309      8,517
                                                  --------    --------   --------
     TOTAL                                          18,849      15,351     10,726      
                                                  --------    --------   --------
           INTEREST AND OTHER CHARGES                                                 
     Interest on long-term debt                    102,764     109,735    121,633      
     Other interest - net                           45,218       6,325      7,020      
     Allowance for borrowed funds used                                       
        during construction                         (1,920)     (1,805)    (1,683)
                                                  --------    --------   --------
     TOTAL                                         146,062     114,255    126,970      
                                                  --------    --------   --------
     INCOME BEFORE INCOME TAXES                    136,223     183,739    176,949      
                                                                                       
     Income taxes                                   53,851      77,263     74,654      
                                                  --------    --------   --------
     NET INCOME                                    $82,372    $106,476   $102,295      
                                                  ========    ========   ========
     See Notes to Financial Statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                            SYSTEM ENERGY RESOURCES, INC.                                                       
                              STATEMENTS OF CASH FLOWS                                                          
                                                                                                
                                                                    For the Years Ended December 31,
                                                                    1999          1998          1997
                                                                              (In Thousands)
<S>                                                               <C>           <C>           <C>                 
                OPERATING ACTIVITIES                                                                  
Net income                                                        $82,372       $106,476      $102,295
Noncash items included in net income:                                                                 
  Reserve for regulatory adjustments                              108,484         68,236        43,123
  Other regulatory charges - net                                   57,656          4,443             -
  Depreciation, amortization, and decommissioning                 132,806        144,275       147,859
  Deferred income taxes and investment tax credits                (86,860)       (28,222)      (39,370)
  Allowance for equity funds used during construction              (2,540)        (2,042)       (2,209)
Changes in working capital:                                                                           
  Receivables                                                    (172,354)         9,690       (23,833)
  Accounts payable                                                (11,688)        (2,859)       11,172
  Taxes accrued                                                   (21,424)         1,131         7,852
  Interest accrued                                                 (2,022)          (300)        8,127
  Other working capital accounts                                   (4,425)        (2,228)       19,054
Provision for estimated losses and reserves                            45         (1,704)       (1,025)
Changes in other regulatory assets                                (18,492)        25,066        36,654
Other                                                              41,250        (23,159)      (23,392)
                                                                ---------      ---------     ---------
Net cash flow provided by operating activities                    102,808        298,803       286,307
                                                                ---------      ---------     ---------
                INVESTING ACTIVITIES                                                                  
Construction expenditures                                         (28,848)       (30,692)      (35,141)
Allowance for equity funds used during construction                 2,540          2,042         2,209
Nuclear fuel purchases                                            (39,975)       (30,523)      (16,524)
Proceeds from sale/leaseback of nuclear fuel                       39,975         30,523        16,524
Decommissioning trust contributions and realized                                                      
    change in trust assets                                        (22,139)       (24,166)      (22,452)
                                                                ---------      ---------     ---------
Net cash flow used in investing activities                        (48,447)       (52,816)      (55,384)
                                                                ---------      ---------     ---------
                FINANCING ACTIVITIES                                                                  
Proceeds from issuance of:                                                                            
  Long-term debt                                                  101,835        212,976             -
Retirement of:                                                                                        
  Long-term debt                                                 (282,885)      (300,341)      (17,319)
Dividends paid:                                                                                       
  Common stock                                                    (75,000)       (72,300)     (113,800)
                                                                ---------      ---------     ---------
Net cash flow used in financing activities                       (256,050)      (159,665)     (131,119)
                                                                ---------      ---------     ---------
Net increase (decrease) in cash and cash equivalents             (201,689)        86,322        99,804
                                                                                                      
Cash and cash equivalents at beginning of period                  236,841        150,519        50,715
                                                                ---------      ---------     ---------
Cash and cash equivalents at end of period                        $35,152       $236,841      $150,519
                                                                =========      =========     =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                      
  Interest - net of amount capitalized                           $102,867       $107,923      $112,387
  Income taxes                                                   $154,336       $104,987      $105,621
Noncash investing and financing activities:                                                          
  Change in unrealized appreciation (depreciation) of                                                 
   decommissioning trust assets                                      ($37)        $3,205        $1,237

See Notes to Financial Statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                       SYSTEM ENERGY RESOURCES, INC
                             BALANCE SHEETS
                                ASSETS
                                                                      
                                                 December 31,      
                                              1999          1998       
                                               (In Thousands)
  <S>                                       <C>           <C>
            CURRENT ASSETS                                             
  Cash and cash equivalents:                                           
    Cash                                          $136          $120   
    Temporary cash investments - at cost,
      which approximates market                 35,016       236,721
                                            ----------    ----------
          Total cash and cash equivalents       35,152       236,841   
                                            ----------    ----------
    Accounts receivable:               
    Associated companies                       301,287       125,171   
    Other                                          670         4,431
                                            ----------    ----------
      Total receivables                        301,957       129,602
                                            ----------    ----------
  Materials and supplies - at average cost      61,264        62,203   
  Deferred nuclear refueling outage cost        18,665        12,853   
  Prepayments and other                          2,251         2,592
                                            ----------    ----------
  TOTAL                                        419,289       444,091   
                                            ----------    ----------
    OTHER PROPERTY AND INVESTMENTS                                     
  Decommissioning trust funds                  135,384       113,282   
                                            ----------    ----------
            UTILITY PLANT                                              
  Electric                                   3,060,324     3,030,636   
  Property under capital lease                 434,993       441,098   
  Construction work in progress                 58,510        57,076   
  Nuclear fuel under capital lease              78,020        64,621
                                            ----------    ----------
  TOTAL UTILITY PLANT                        3,631,847     3,593,431   
  Less - accumulated depreciation            1,312,559     1,198,266
    and amortization                    
                                            ----------    ----------
  UTILITY PLANT - NET                        2,319,288     2,395,165   
                                            ----------    ----------
   DEFERRED DEBITS AND OTHER ASSETS                                    
  Regulatory assets:                                                   
    SFAS 109 regulatory asset - net            242,834       221,996   
    Unamortized loss on reacquired debt         56,474        57,150   
    Other regulatory assets                    185,910       188,256   
  Other                                          9,869        11,265
                                            ----------    ----------
  TOTAL                                        495,087       478,667   
                                            ----------    ----------
  TOTAL ASSETS                              $3,369,048    $3,431,205   
                                            ==========    ==========
  See Notes to Financial Statements.                                   
</TABLE>


<PAGE>                                                                       

<TABLE>
<CAPTION>
                      SYSTEM ENERGY RESOURCES, INC
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDER'S EQUITY
 

                                                 December 31,                 
                                              1999          1998       
                                               (In Thousands)
  <S>                                       <C>          <C>
         CURRENT LIABILITIES                                           
  Currently maturing long-term debt            $77,947      $175,820   
  Accounts payable:                                                    
    Associated companies                        15,237        25,975   
    Other                                       18,470        19,420   
  Taxes accrued                                 55,383        76,806   
  Accumulated deferred income taxes              7,162         5,022   
  Interest accrued                              40,000        42,022   
  Obligations under capital leases              38,421        41,835   
  Other                                          1,651         1,543   
                                            ----------    ----------
  TOTAL                                        254,271       388,443   
                                            ----------    ----------
      DEFERRED CREDITS AND OTHER                                       
             LIABILITIES
  Accumulated deferred income taxes            481,945       506,727   
  Accumulated deferred investment               93,219        96,695   
   tax credits
  Obligations under capital leases              39,599        22,786   
  FERC settlement - refund                      37,337        43,159   
   obligation
  Other regulatory liabilities                  73,313        43,309   
  Decommissioning                              129,503       107,365   
  Regulatory reserves                          267,771       159,287   
  Accumulated provisions                         2,016         1,971   
  Other                                         16,014        17,524   
                                            ----------    ----------
  TOTAL                                      1,140,717       998,823   
                                            ----------    ----------
  Long-term debt                             1,082,579     1,159,830   
                                                                       
         SHAREHOLDER'S EQUITY                                          
  Common stock, no par value, authorized
    1,000,000 shares; issued and 
    outstanding 789,350 shares in 1999 and
    1998                                       789,350       789,350   
  Retained earnings                            102,131        94,759
                                            ----------    ----------
  TOTAL                                        891,481       884,109   
                                            ----------    ----------
  Commitments and Contingencies                                              
  (Notes 2, 9, and 10)
                                                                       
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $3,369,048    $3,431,205   
                                            ==========    ==========
                                                                       
  See Notes to Financial Statements.                                   
</TABLE>
                                                                       

<PAGE>                             

                     SYSTEM ENERGY RESOURCES, INC.
                    STATEMENTS OF RETAINED EARNINGS
                                                                  
                                         For the Years Ended December 31,
                                             1999      1998       1997
                                                  (In Thousands)
                                                                       
Retained Earnings, January 1               $94,759   $60,583     $72,088
                                                                        
  Add:                                                                  
    Net income                              82,372   106,476     102,295
                                                                       
  Deduct:                                                               
    Dividends declared                      75,000    72,300     113,800
                                          --------   -------     -------
Retained Earnings, December 31 (Note 8)   $102,131   $94,759     $60,583
                                          ========   =======     =======
                                                                       
See Notes to Financial Statements.                                      


<PAGE>

<TABLE>
<CAPTION>

                       SYSTEM ENERGY RESOURCES, INC.
                                     
              SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                     
                                     
                                 1999         1998         1997         1996        1995
                                                   (Dollars In Thousands)
<S>                           <C>          <C>          <C>          <C>          <C>
Operating revenues            $  620,032   $  602,373   $  633,698   $  623,620   $  605,639
Net income                    $   82,372   $  106,476   $  102,295   $   98,668   $   93,039
Total assets                  $3,369,048   $3,431,205   $3,432,031   $3,461,293   $3,431,012
Long-term obligations (1)     $1,122,178   $1,182,616   $1,364,161   $1,474,427   $1,264,024
Electric energy sales (GWH)        7,567        8,259        9,735        8,302        7,212

</TABLE>

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


<PAGE>                  

                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
                       NOTES TO FINANCIAL STATEMENTS

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

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

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

      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.   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's  and  its  subsidiaries'
financial  statements,  in  conformity with generally  accepted  accounting
principles,  requires  management to make estimates  and  assumptions  that
affect  the  reported amounts of assets and liabilities and  disclosure  of
contingent assets and liabilities, and the reported amounts of revenues and
expenses.   Adjustments to the reported amounts of assets  and  liabilities
may  be  necessary  in  the future to the extent that future  estimates  or
actual results are different from the estimates used.

Revenues and Fuel Costs

     Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi generate,
transmit,  and  distribute 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.  Entergy Gulf States also distributes gas
to  retail  customers  in and around Baton Rouge, Louisiana.   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 are intended to recover operating
expenses  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.

      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, 1999, 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                                $6,766       $  913       $1,853       $1,832       $    -      $    -     $ 2,157
      Other                                   1,396          338          585          201          199          15           -
Transmission                                  1,597          455          495          311          300          27           9
Distribution                                  3,225          964          889          742          463         167           -
Other                                           567           99          152          118           92          17          16
Plant acquisition adjustment -                                                                                                 
      Entergy Gulf States                       407            -            -            -            -           -           -
Other                                            86            -           20            -            -          66           -
Construction work in progress                 1,590          267          145          108           67          30          59
Nuclear fuel                                    374           95           71           52            -           -          78
      (leased and owned)                                                                                                       
Accumulated provision for                                                                                                      
      Decommissioning (1)                      (418)        (271)         (64)         (83)           -           -           -
                                         --------------------------------------------------------------------------------------
         Utility plant - net             $   15,590  $     2,860  $     4,146  $     3,281  $     1,121  $      322   $   2,319
                                         ======================================================================================
</TABLE>

(1)  The  decommissioning liabilities related to Grand Gulf 1, Pilgrim, and
     the  30% of River Bend previously owned by Cajun are recorded  in  the
     applicable Balance Sheets in "Deferred Credits and Other Liabilities -
     Decommissioning."

      Depreciation is computed on the straight-line basis at rates based on
the estimated service lives 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>
  1999    2.9%      3.2%      2.4%         2.9%        2.4%         3.0%        3.3%
  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%

</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 realized in cash through depreciation provisions included in rates.

Jointly-Owned Generating Stations

       Certain   Entergy  subsidiaries  jointly  own  electric   generating
facilities  with  third parties.  The investments and  expenses  associated
with these generating stations are recorded by the Entergy subsidiaries  to
the  extent  of  their  respective undivided ownership  interests.   As  of
December   31,   1999,   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>               
Entergy Arkansas                                                                     
 Independence         Unit 1            Coal         836        31.50%    $  118        $    55
                      Common            Coal                    15.75%        30             13
                       Facilities
 White Bluff          Units 1 and 2     Coal       1,659        57.00%       404            205
Entergy Gulf States                                                                   
 Roy S. Nelson        Unit 6            Coal         550        70.00%       403            199
 Big Cajun 2          Unit 3            Coal         540        42.00%       227            106
Entergy Mississippi -                                                                 
 Independence         Units 1 and 2     Coal       1,678        25.00%       227             95
System Energy -                                                                       
 Grand Gulf           Unit 1           Nuclear     1,200        90.00%(1)  3,483          1,313
Entergy Power -                                                                       
 Independence         Unit 2            Coal         842        14.37%        81             32


</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 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 ratemaking
treatment.

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 $136 million of additional value
in its decommissioning trust funds.  This increase represents the amount by
which  the  fair  value of the securities held in such  funds  exceeds  the
amounts  deposited plus the earnings on the deposits.  In  accordance  with
the  regulatory  treatment for decommissioning trust  funds,  the  domestic
utility  companies and System Energy have recorded an offsetting amount  in
unrealized  gains  on  investment securities as a regulatory  liability  in
other deferred credits.

     Decommissioning  trust  funds for Pilgrim do  not  receive  regulatory
treatment.   Accordingly,  unrealized  gains  recorded  on  the  assets  in
Pilgrim's   trust  funds  are  recognized  as  a  separate   component   of
shareholders'  equity because these assets are classified as available  for
sale.

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.

Earnings per Share

      The  average number of common shares outstanding for the presentation
of  diluted earnings per share were greater by approximately 199,000 shares
in  1999,  176,000  shares in 1998, and 140,000 shares in  1997,  than  the
number of such shares for the presentation of basic earnings per share  due
to Entergy's stock option and other stock compensation plans discussed more
thoroughly in Note 5 to the financial statements.

      Options  to  purchase approximately 5,205,000, 149,000,  and  225,000
shares  of  common stock at various prices were outstanding at the  end  of
1999,  1998,  and  1997,  respectively,  but  were  not  included  in   the
computation of diluted earnings per share because the exercise prices  were
greater  than the average market price of the common shares at the  end  of
each of the years presented.

Application of SFAS 71

     The domestic utility companies and System Energy currently account for
the  effects of regulation pursuant to SFAS 71, "Accounting for the Effects
of  Certain Types of Regulation."  This statement applies to the  financial
statements  of  a rate-regulated enterprise that meet three criteria.   The
enterprise must have rates that (i) are approved by 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.

      EITF  97-4:  "Deregulation of the Pricing  of  Electricity  -  Issues
Related  to  the  Application of FASB Statements No. 71 and 101"  specifies
that  SFAS  71  should  be discontinued at a date no later  than  when  the
effects  of  a transition to competition plan for all or a portion  of  the
entity subject to such plan are reasonably determinable. Additionally, EITF
97-4  promulgates that regulatory assets to be recovered through cash flows
derived from another portion of the entity that continues to apply SFAS  71
should  not  be  written off; rather, they should be considered  regulatory
assets of the segment that will continue to apply SFAS 71.

      As  described  in "MANAGEMENT'S FINANCIAL DISCUSSION AND  ANALYSIS  -
SIGNIFICANT FACTORS AND KNOWN TRENDS," management believes that  definitive
outcomes  have not yet been determined regarding transition to  competition
in  any of Entergy's jurisdictions.  Therefore, the regulated operations of
the domestic utility companies and System Energy continue to apply SFAS 71.
Arkansas  and  Texas  have  enacted retail open access  laws,  but  Entergy
believes  that  significant issues remain to be addressed by  Arkansas  and
Texas regulators, and the enacted laws do not provide sufficient detail  to
reasonably  determine  the  impact on Entergy Arkansas'  and  Entergy  Gulf
States' regulated operations.

Transition to Competition Liabilities

      In  conjunction  with the transition to competition of  the  electric
utility  industry  in certain jurisdictions in which the  domestic  utility
companies operate, regulatory mechanisms have been established to  mitigate
potential  stranded  costs.  These mechanisms include the  transition  cost
account  at Entergy Arkansas, which is discussed further in Note 2  to  the
financial statements.  Also included is a provision in the Texas transition
legislation  that  allows  depreciation on  transmission  and  distribution
assets  to be directed toward generation assets.  The liabilities  recorded
as   a  result  of  these  mechanisms  are  classified  as  "transition  to
competiton" deferred credits.

Domestic Operating Company Deregulated Operations

    Entergy Gulf States does not apply regulatory accounting principles  to
its  wholesale jurisdiction, steam department, Louisiana retail deregulated
portion of River Bend, and the 30% interest in River Bend formerly owned by
Cajun.   The Louisiana retail deregulated portion of River Bend is operated
under  a deregulated asset plan representing a portion (approximately  24%)
of  River  Bend plant costs, generation, revenues, and expenses established
under  a 1992 LPSC order.  The plan allows Entergy Gulf States to sell  the
electricity  from the deregulated assets to Louisiana retail  customers  at
4.6  cents  per KWH or off-system at higher prices, with certain provisions
for  sharing  such  incremental revenue above 4.6  cents  per  KWH  between
ratepayers and shareholders.

    The results of these deregulated operations before interest charges for
the  years  ended  December 31, 1999, 1998, and 1997  are  as  follows  (in
thousands):

<TABLE>
<CAPTION>

                                                      1999        1998         1997
<S>                                                 <C>         <C>          <C>
Operating revenues                                  $ 166,509   $ 178,303    $ 155,471
Operating expenses                                                                    
        Fuel, operating, and maintenance              126,917     137,579       89,987
        Depreciation                                   35,141      39,497       36,351
                                                    ---------   ---------    ---------
Total operating expense                               162,058     177,076      126,338
Income tax expense                                        628       1,154        9,416
                                                    ---------   ---------    ---------
Net income from deregulated utility operations      $   3,823   $      73     $ 19,717
                                                    =========   =========    =========
</TABLE>
     
      The net investment associated with these deregulated operations as of
December 31, 1999 and 1998 was approximately $835 million and $864 million,
respectively.

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.

      Assets  regulated under traditional cost-of-service  ratemaking,  and
thereby  subject  to  SFAS  71 accounting, are  generally  not  subject  to
impairment  because this form of regulation assures that all allowed  costs
are  subject  to recovery.  However, certain deregulated assets  and  other
operations  of  the domestic utility companies totaling approximately  $1.2
billion  (pre-tax) could be affected in the future.  Those  assets  include
Entergy Arkansas' and Entergy Louisiana's retained shares of Grand Gulf  1,
Entergy   Gulf  States'  Louisiana  deregulated  asset  plan,   the   Texas
jurisdictional  abeyed portion of the River Bend plant and the  portion  of
River Bend transferred from Cajun, and wholesale operations.  Additionally,
as  noted  above,  the  discontinuation of SFAS  71  regulatory  accounting
principles  would  require  that Entergy review  the  affected  assets  for
impairment.

Derivative Financial Instruments and Commodity Derivatives

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

     Entergy accounts for derivative financial instruments used to mitigate
interest  rate risk in accordance with hedge accounting.  Gains  or  losses
from  rate  swaps  used for such purposes that are sold or  terminated  are
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 is extinguished, any gain or loss attributable  to
the  swap would be recognized in the period of the transaction.  Additional
information  concerning  Entergy's interest rate swaps  outstanding  as  of
December 31, 1999 is included in Note 7 to the financial statements.

      Entergy's power marketing and trading business engages in price  risk
management  activities for trading purposes.  To conduct these  activities,
the business uses futures, forwards, swaps, and options, and uses the mark-
to-market  method  of  accounting.   Under  the  mark-to-market  method  of
accounting,   forwards,  futures,  swaps,  options,  and  other   financial
instruments with third parties are reflected at market value in the balance
sheets.   Changes  in  the  assets and liabilities from  these  instruments
(resulting primarily from newly originated transactions and the  impact  of
price movements) are recognized currently in the statements of income.  The
market  prices  used to value these transactions reflect management's  best
estimate  considering various factors including closing exchange and  over-
the-counter  quotations, time value, and volatility factors underlying  the
commitments.

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
2001.  This  statement requires that all derivatives be recognized  in  the
balance sheet, either as 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.   Entergy has not completed  its  analysis  of  the
effect  that the adoption of SFAS 133 will have on its financial  position,
results of operations, or cash flows.

      In  February 2000, the FASB issued an SFAS exposure draft which would
be  effective for fiscal years beginning after June 15, 2001.  The proposed
SFAS would require initial measurement and recognition of the liability for
closure  and  removal  of long-lived assets, including decommissioning,  at
fair  value  at the time the SFAS is adopted.  Determination of fair  value
will  likely  require the estimation and discounting of future  cash  flows
using  an  expected present value technique.  An asset partially offsetting
the  liability would be determined by further discounting the liability  to
the time it was first incurred, which is initial contamination of a nuclear
plant.   This  asset  and  the related accumulated  depreciation  would  be
presented with other plant costs on the balance sheet because the  cost  of
decommissioning/closing the plant would be recognized as part of the  total
cost  of  the plant asset.  Any difference between the liability recognized
and  the  related  net asset recognized at the time the  proposed  SFAS  is
adopted  would  be  treated  as a cumulative effective  adjustment  in  the
statement  of  income,  unless  it is probable  that  the  difference  will
ultimately be recoverable from or refundable to customers.  In that case, a
regulatory  asset or liability would be recorded.  Decommissioning  expense
following  the  effective  date of the proposed SFAS  would  be  determined
independently  of  the regulatory treatment of such expense  and  could  be
higher  than  the current level of expense being recognized.   Amortization
of  any  regulatory asset or liability recorded at the time of adoption  of
the SFAS would mitigate any impact on net income.


NOTE 2.   RATE AND REGULATORY MATTERS

Electric Industry Restructuring

Arkansas

(Entergy Corporation and Entergy Arkansas)

     In  April  1999, the Arkansas legislature enacted a law providing  for
competition in the electric utility industry  through retail open access on
January  1,  2002.   With  retail open access, generation  operations  will
become a competitive business, but transmission and distribution operations
will continue to be regulated.  The APSC may delay implementation of retail
open access, but not beyond June 30, 2003.  The provisions of the new law:
     
     o require utilities to separate (unbundle) their costs into generation,
       transmission, distribution, and customer service functions;
     o require  operation of transmission facilities by an organization
       independent from the generation, distribution, and retail operations;
     o provide  for  the determination of and mitigation  measures  for
       generation market power, which could require generation asset 
       divestitures;
     o allow for recovery of stranded and transition costs if the costs are
       approved by the APSC;
     o allow for the securitization of approved stranded costs; and
     o freeze residential and small business customer rates for three years
       by utilities that will recover stranded costs.
     
        Entergy   Arkansas   filed   separate   generation,   transmission,
distribution,  and customer service rates with the APSC in  December  1999.
The rates were based on the cost-of-service study that formed the basis  of
the  rates included in the 1997 settlement agreement.  Hearings on the rate
filing  are  scheduled for September 2000.  If approved, these  rates  will
become effective July 1, 2001.  Entergy Arkansas also filed notice with the
APSC  in  December 1999 of its intent to recover stranded costs.  The  APSC
and  various participants in the industry, including Entergy Arkansas,  are
currently  in  the process of implementing the legislation through  various
rulemaking and other proceedings.
     
Texas

(Entergy Corporation and Entergy Gulf States)
     
     In  June  1999,  the  Texas legislature enacted a  law  providing  for
competition  in the electric utility industry through retail  open  access.
The  law  provides  for  retail  open access by  most  electric  utilities,
including  Entergy  Gulf  States, on January 1,  2002.   With  retail  open
access,  generation and a new retail provider operation will be competitive
businesses,  but transmission and distribution operations will continue  to
be  regulated.  The new retail provider function will be the primary  point
of  contact  with  the  customers for most services  beyond  initiation  of
electric  service  and  restoration of service following  an  outage.   The
provisions of the new law:
     
     o require a rate freeze through January 1, 2002 with frozen rates beyond
       that for residential and small commercial customers of incumbent 
       utilities;
     o require  utilities  to  separate  (unbundle)  their  generation,
       transmission and distribution, and retail electric provider functions.
       Entergy Gulf States filed its plan in January 2000 with the PUCT  to
       separate its functions.  The plan included separate transmission and
       distribution companies;
     o require operation in a non-discriminatory manner of transmission and
       distribution facilities by an organization independent from the 
       generation and retail operations by the time competition is implemented;
     o allow for recovery of stranded costs incurred in purchasing power and
       providing electric generation service if the costs are approved by the
       PUCT;
     o allow securitization of regulatory assets and stranded costs;
     o provide  for  the determination of and mitigation  measures  for
       generation market power; and
     o require utilities to file separated data and proposed transmission,
       distribution, and competition tariffs by April 1, 2000.
     
     The  market  power  measures  include a  limit  on  the  ownership  of
generation assets by a power generation company within a specified  region.
The  implications of this limit are uncertain for Entergy Gulf  States  and
the Entergy system.  However, it is possible that Entergy Gulf States could
be  required to divest some of its generation assets if Entergy Gulf States
is  found  to have generation market power.  The legislation also  requires
affected  utilities to sell at auction, at least 60 days before January  1,
2002,  entitlements to at least 15% of their installed generation  capacity
in Texas.  The obligation to auction capacity entitlements continues for up
to  60  months  after  January 1, 2002, or until 40% of  customers  in  the
jurisdiction have chosen an alternative supplier, whichever comes first.
     
     The PUCT and various participants in the industry are currently in the
process  of  implementing the legislation through  various  rulemaking  and
other proceedings.  Two significant rules have been issued by the PUCT:
     
     o A code of conduct was approved by the PUCT in December 1999 to ensure
       that utilities do not allow affiliates to have a business advantage over
       competitors.   The rules allow the continuation of  shared  services
       affiliates, such as Entergy Operations and Entergy Services.  Entergy
       adopted an internal code of conduct to ensure compliance with the new
       rules.
     o Rules governing the separated costs filing have been issued.  Included
       is a provision establishing, as an alternative to a market-based return 
       on equity, a presumptively reasonable return on equity for a distribution
       utility at 200 basis points over its cost of debt.  The provision allows
       the utility to provide evidence that the return should be higher.  The
       rules  also provide that the utility may propose a performance-based
       enhancement to the authorized rate of return, based on distribution and
       transmission company independence.  Management does not agree with the
       arbitrary level set in the rule and will seek a higher return in its
       separated costs filing.  A workshop has been held by the PUCT to discuss
       opportunities to seek a performance-based return.
          
Louisiana

(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.  In 1997 and 1998, the
LPSC   identified  areas  and  issues  for  consideration  in  the  generic
rulemaking  docket  on  competition in the electric utility  industry.   In
March  1999,  the  LPSC  deferred making a  decision  on  whether  electric
restructuring  in  Louisiana is in the public interest,  but  approved  the
development   of   a   Louisiana  specific   plan   for   possible   future
implementation.   The  LPSC staff, outside consultants,  and  counsel  were
directed  to  work together to analyze and resolve outstanding  issues  and
recommend  a  plan  for  the  implementation  of  retail  competition   for
consideration  by  the  LPSC by January 1, 2001. The  LPSC  staff,  outside
consultants, counsel, and industry members are working together to  develop
a plan to be submitted to the LPSC.

Mississippi

(Entergy Corporation and Entergy Mississippi)

      Since  1996,  Entergy Mississippi and the MPSC have  been  addressing
issues  regarding an orderly transition to a more competitive retail market
for  electricity.  As a result, the MPSC issued, for informational purposes
and  to spur discussion, a proposed transition plan in June 1998.  The plan
provided 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.   In
preparing for competition, the MPSC has conducted hearings on:

     o market power and reliability studies filed by the two investor-owned
       utilities in Mississippi;
     o certification requirements and load dispatch and control rules;
     o cost of service issues;
     o holding company issues;
     o rules and regulations that possibly could be promulgated,  after
       appropriate state legislation, to implement retail electric 
       competition;
     o stranded costs; and
     o rate caps and performance-based rates.
     
In February 2000, legislation was introduced in Mississippi to establish  a
study committee to consider retail competition and provide a report to  the
legislature  by  December  1,  2000.   If  this  legislation  passes,   the
transition plan discussed above would be put on hold until this report  has
been  reviewed.  Management does not expect deregulation in Mississippi  to
occur prior to 2003.

New Orleans

(Entergy Corporation and Entergy New Orleans)

     Entergy  New Orleans filed an electric transition to competition  plan
in  September  1997.   This plan is similar to those filed  for  the  other
domestic  utility  companies.  No procedural schedule has been  established
for consideration of that plan by the Council.

     In  October  1998,  the Council established a procedural  schedule  to
determine if natural gas retail competition is in the public interest.   In
April  1999,  Entergy  New Orleans filed a plan that would  allow  for  gas
retail open access in New Orleans.  The plan outlines the conditions  under
which  Entergy New Orleans could support gas retail open access should  the
Council find it in the public interest.  Hearings on retail competition for
gas  service were held in November 1999.  No further action has been  taken
by the Council.

Retail Rate Proceedings

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

      Entergy  Arkansas  is  operating under  the  terms  of  a  settlement
agreement  approved  by  the APSC in December 1997 that  provides  for  the
following:

     o accelerated payment 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 collecting earnings in excess of an 11% return on equity in a
       transition cost account to offset stranded costs when retail access is
       implemented;
     o a rate freeze until at least July 1, 2001; and
     o rate decreases totaling $200 million over the two-year period 1998-
       1999.  The net income effect from the rate reductions was approximately 
       $22 million.

During  1999,  Entergy Arkansas' operating expenses reflected  reserves  of
$15.4  million  ($9.5 million net of taxes) to record the 1999  accrual  of
excess earnings and an adjustment of the 1998 accrual.  As of December  31,
1999,  the  transition cost account balance was $109.9 million.  Additional
reserves may also be required in 2000 based on earnings reviews.

     In March 1999, Entergy Arkansas filed its annually redetermined energy
cost  rate with the APSC in accordance with the Energy Cost Recovery  Rider
formula and special circumstances agreement.  The filing reflected that  an
increase was warranted to offset an under-recovery of the energy costs  for
1998.  The increased energy cost rate is effective April 1999 through March
2000.

Filings with the PUCT and Texas Cities

Rate Proceedings  (Entergy Corporation and Entergy Gulf States)

     In  June 1999, the PUCT approved the settlement agreement that Entergy
Gulf  States  entered  into  in February 1999.   The  settlement  agreement
resolved Entergy Gulf States' 1996 and 1998 rate proceedings and all of the
settling  parties' pending appeals in other matters, except for the  appeal
in  the  River Bend abeyed cost recovery proceeding discussed  below.   The
Office  of  Public  Utility Counsel, an intervenor in the  proceeding,  has
appealed  certain  aspects  of this settlement to  Travis  County  District
Court.  Entergy Gulf States cannot predict the impact of the appeal.
     
     The settlement agreement provides for the following:
     
     o an annual $4.2 million base rate reduction, effective March 1, 1999,
       which is in addition to the annual $69 million base rate reduction 
       (net of River Bend accounting order deferrals) in the PUCT's second 
       order on rehearing in October 1998;
     o a methodology for semi-annual revisions of the fixed fuel factor based
       on the market price of natural gas;
     o a base rate freeze through June 1, 2000.  The Texas restructuring law
       extends the base rate freeze through December 2001;
     o amortization of the remaining River Bend accounting order deferrals as
       of January 1, 1999, over three years on a straight-line basis, and the
       accounting order deferrals will not be recognized in any subsequent base
       rate case or stranded cost calculation;
     o the dismissal of all pending appeals of the settling parties relating
       to Entergy Gulf States' proceedings with the PUCT, except the River Bend
       abeyed plant costs appeal discussed below; and
     o the potential recovery in the River Bend 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, and any such 
       recovery will not be used to increase rates above the level agreed to 
       in the settlement agreement.
     
      As  a result of the settlement agreement, in June 1999, Entergy  Gulf
States:

     o removed from its balance sheet a $207.3 million deferred asset and the
       associated provision recorded for unrecovered purchased power costs and
       deferred revenue from NISCO, which had no net income impact on Entergy 
       Gulf States;
     o removed the reserve recorded in December 1997 for River Bend plant
       costs held in abeyance and reduced the plant asset, resulting in other
       income of $4.8 million; and
     o removed  the  $93.9 million reserve recorded  in  1998  for  the
       amortization of River Bend accounting order deferrals to reflect the 
       three-year amortization schedule detailed in the agreement.  The income 
       impact of this removal was largely offset by an increase in the rate 
       of amortization of the accounting order deferrals.

     In  June 1999, the PUCT instituted a proceeding to consider the  final
adjustment of the rate refunds ordered as a result of Entergy Gulf  States'
November  1996  rate case.  These refunds were required to occur  over  the
fourteen-month  period from August 1998 through September 1999.   The  PUCT
issued  an  order  in  July 1999 adopting a calculation  methodology  which
required  Entergy  Gulf States to refund an additional $25  million.   This
refund was recorded as a reduction in operating revenues.
     
     In  September  and October 1999, seven cities in Entergy Gulf  States'
Texas  service  territory enacted ordinances purporting to require  Entergy
Gulf  States to "book and hold in a suspense account all revenues from  the
sale  of River Bend power attributable to the 30% share acquired from Cajun
pending regulatory determination of the appropriate regulatory treatment of
such  power."   The  ordinances had an effective  date  of  December  1997.
Entergy  Gulf States filed for a review of the ordinances at  the  PUCT  in
October 1999.  In November 1999, Entergy Gulf States and the cities entered
into  a  settlement  agreement  under which the  parties  agreed  that  the
ordinances   only   required  Entergy  Gulf  States  to   provide   monthly
informational reports concerning certain expenses, revenues, and operations
associated with the 30% share.  Entergy Gulf States treats the 30% share as
a non-regulated operation.

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

     In March 1998, the PUCT disallowed recovery of $1.4 billion of company-
wide  abeyed River Bend plant costs which have been held in abeyance  since
1988.   Entergy Gulf States appealed the PUCT's decision on this matter  to
the Travis County District Court in Texas.  In June 1999, subsequent to the
settlement  agreement  discussed above, Entergy  Gulf  States  removed  the
reserve  for River Bend plant costs held in abeyance and reduced the  value
of  the plant asset.  The settlement agreement limits potential recovery of
the  remaining  plant asset, less depreciation, to $115 million,  beginning
January 1, 2002 through the date the plant costs are included in rate base,
and any such recovery will not be used to increase rates above the level as
agreed  to  in  the  settlement agreement.  The settlement  agreement  also
prohibits  Entergy Gulf States from acting on its appeal until  January  1,
2002.   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.   However,  no
assurance can be given that additional reserves or write-offs will  not  be
required in the future.
     
PUCT Fuel Cost Review  (Entergy Corporation and Entergy Gulf States)

     In  September 1998, Entergy Gulf States filed an application with  the
PUCT  for an increase in its fixed fuel factor and for a surcharge to Texas
retail  customers for the cumulative under-recovery of fuel  and  purchased
power  costs.   The  PUCT issued an order in December  1998  approving  the
implementation  of  a  revised fuel factor and  fuel  and  purchased  power
surcharge  that  would  result  in recovery of  $112.1  million  of  under-
recovered fuel costs, inclusive of interest, over a 24-month period.  These
increases  were  implemented in the first billing cycle in  February  1999.
North  Star  Steel Texas, Inc. has appealed the PUCT's order to  the  State
District Court in Travis County, Texas.  Entergy Gulf States cannot predict
the outcome of this appeal.
     
     Based on the settlement agreement discussed above, Entergy Gulf States
adopted  a methodology for calculating its fixed fuel factor based  on  the
market   price  of  natural  gas.   This  calculation  and  any   necessary
adjustments  began semi-annually as of March 1, 1999 and are  scheduled  to
continue  until  December  2001.  The calculation  for  the  factor  to  be
implemented  March  1,  1999 showed that the fuel  factor  adopted  in  the
December 1998 PUCT order should be reduced.  This fuel factor reduction was
approved  by the PUCT in February 1999.  The calculation for the factor  to
be  implemented  September 1, 1999 showed, and  the  PUCT  approved  on  an
interim basis, an increase in the fuel factor.
     
     The  amounts  collected under Entergy Gulf States' fixed  fuel  factor
are,   and  will  continue  to  be,  the  subject  of  fuel  reconciliation
proceedings before the PUCT, including a fuel reconciliation case filed  by
Entergy  Gulf States in July 1999.  In February 2000, Entergy  Gulf  States
reached a unanimous settlement with all parties to the proceeding.  Entergy
Gulf  States  is  reconciling approximately $731 million  (after  excluding
approximately  $14  million related to Cajun issues  to  be  handled  in  a
subsequent  proceeding) of fuel and purchased power costs.  The  settlement
reduces  Entergy  Gulf  States' requested surcharge in  the  reconciliation
filing  from $14.7 million to $2.2 million.  Although the settlement  terms
are  still  being  finalized, the parties will ask the PUCT  to  allow  the
remaining  $2.2 million surcharge to be recovered beginning with the  April
2000  billing cycle and continue until January 2001.  In addition,  Entergy
Gulf  States agreed to file a fuel reconciliation case by January 12,  2001
covering the period from March 1, 1999 through August 31, 2000.
     
     In  September 1999, Entergy Gulf States filed an application with  the
PUCT  requesting an interim fuel surcharge to collect under-recovered  fuel
and  purchased power expenses incurred from March 1999 through  July  1999.
In December 1999, the PUCT approved the collection of $33.9 million over  a
five-month  period  beginning January 2000.  The fuel and  purchased  power
expenses  contained  in  this surcharge will  be  subject  to  future  fuel
reconciliation proceedings.

Filings with the LPSC

Annual Earnings Reviews  (Entergy Corporation and Entergy Gulf States)

     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 ordered 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 to any refunds required.   In  April
1999,  a  Louisiana Supreme Court decision reduced the refund that  Entergy
Gulf  States  is required to make from $9.6 million to $6.0  million.   The
case has been remanded to the LPSC and management is continuing to evaluate
the implications of this decision.

      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.  The decision is on  appeal  to  the
Louisiana Supreme Court.

     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 second or third  quarter  of
2000.

     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 and may result in a change in rates.  Hearings were held  in  May
1999  and a decision by the LPSC is expected in the fourth quarter of  2000
or  the  first  quarter  of  2001.  In a bifurcated  proceeding,  the  LPSC
investigated  transactions between Entergy Gulf States  and  other  Entergy
affiliates.  Hearings were held in December 1999.
     
     In  May 1999, Entergy Gulf States filed its sixth required post-Merger
earnings analysis with the LPSC. Hearings were held in February 2000.   The
timing of a final decision in the proceeding is not certain.

      Entergy Gulf States' operating revenues during the fourth quarter  of
1998  reflected  reserves of $102.2 million ($60.9 million  net  of  taxes)
based  on  management's  estimates of the probable outcome  of  the  annual
earnings  reviews  as  well as the effects of the  LPSC  fuel  cost  review
discussed  below.  Additional reserves of $36.1 million ($22.2 million  net
of taxes), including interest, are reflected in operating revenues in 1999.
Proceedings on issues in the second, third, fourth, fifth, and sixth  post-
Merger earnings analyses will continue.

LPSC Fuel Cost Review  (Entergy Corporation and Entergy Gulf States)

      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 ordered 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 an October 1996 settlement with the  LPSC.
Entergy Gulf States will be permitted to recover these costs in the  future
through  base rates.  In January 1999, the Louisiana Supreme Court affirmed
the  LPSC's October 1996 order.  In accordance with this decision,  Entergy
Gulf  States  refunded $26.2 million, including interest, in  August  1999.
Management reserved for this refund in 1998 in connection with estimates of
the  probable  outcome of this proceeding and the annual  earnings  reviews
discussed above.

Formula Rate Plan Filings (Entergy Corporation and Entergy Louisiana)

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

     In September 1998, Entergy Louisiana made its third annual performance-
based  formula  rate  plan filing with the LPSC for  the  1997  test  year.
Entergy Louisiana settled this filing with the LPSC in the third quarter of
1999.   The  settlement required no further change in  Entergy  Louisiana's
base rates.  Entergy Louisiana will recover a $4.3 million excess credit as
an offset to future rate reductions.

       In  April  1999,  Entergy  Louisiana  submitted  its  fourth  annual
performance-based  formula rate plan filing for the 1998  test  year.   The
filing  indicated  that  a  $20.7 million  base  rate  reduction  might  be
appropriate.   An  interim rate reduction of $15.0 million was  implemented
effective  August 1, 1999.  Entergy Louisiana's filing will be  subject  to
further  review  by the LPSC, which may result in an additional  change  in
rates.   Entergy  Louisiana  has provided reserves  for  the  potential  of
further rate reductions.  Hearings are scheduled with the LPSC in May 2000.

Fuel   Adjustment  Clause  Litigation   (Entergy  Corporation  and  Entergy
Louisiana)

     In  May  1998, a group of ratepayers filed a complaint against Entergy
Corporation, Entergy Power, and Entergy Louisiana in state court in Orleans
Parish  purportedly  on  behalf of all Entergy Louisiana  ratepayers.   The
plaintiffs  seek  treble  damages for alleged  injuries  arising  from  the
defendants' alleged violations of Louisiana's antitrust laws in  connection
with the costs included in fuel filings with the LPSC and passed through to
ratepayers.   Among other things, plaintiffs allege that Entergy  Louisiana
improperly  introduced  certain costs into  the  calculation  of  the  fuel
charges,  including  imprudently purchased high-cost electricity  from  its
affiliates and imprudently purchased high-cost gas.  Plaintiffs allege that
these   practices  violated  Louisiana's  antitrust  laws.   In   addition,
plaintiffs  seek  to recover interest and attorney fees.   Exceptions  have
been  filed  by  Entergy, asserting that this dispute should  be  litigated
before  the LPSC and FERC.  At the appropriate time, if necessary,  Entergy
will  raise its defenses to the antitrust claims.  At present, the suit  in
state court is stayed by stipulation of the parties.
     
     Plaintiffs  also  filed this complaint with the  LPSC  to  initiate  a
review  by  the LPSC of Entergy Louisiana's monthly fuel adjustment  charge
filings  and  to  force restitution to ratepayers of  all  costs  that  the
plaintiffs  allege  were  improperly  included  in  those  fuel  adjustment
filings.   Marathon Oil Company and Louisiana Energy Users Group have  also
intervened  in  the  LPSC  proceeding.  Discovery  at  the  LPSC  has  been
conducted and is expected to continue.  Direct testimony was filed with the
LPSC  by  plaintiffs and the intervenors in July 1999.  In their  testimony
for  the  period 1989 through 1998, plaintiffs purport to quantify many  of
their  claims  in  an  amount totaling $544 million,  plus  interest.   The
plaintiffs  will  likely  assert additional damages  for  the  period  1974
through   1988.   The  Entergy  companies  filed  responsive  and  rebuttal
testimony  in  September 1999.  Rebuttal testimony by  the  plaintiffs  and
intervenors was filed in November 1999.  Direct testimony of the LPSC staff
will be filed in April 2000, to which Entergy will be permitted to respond.
Hearings before the LPSC are scheduled to begin in September 2000.  Entergy
intends  to defend this matter vigorously, both in court and at  the  LPSC.
The  outcome of the lawsuit and the LPSC proceeding cannot be predicted  at
this  time.   Management has provided reserves for this, other  litigation,
and Entergy Louisiana's formula rate plan proceedings based on its estimate
of the outcome of these proceedings.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

      In  March 1999, Entergy Mississippi submitted its annual performance-
based formula rate plan filing for the 1998 test year.  In April 1999,  the
MPSC  approved  a prospective rate reduction of $13.3 million.   This  rate
reduction  went into effect May 1, 1999.  In June 1999, Entergy Mississippi
revised  its March 1999 filing to include a portion of refinanced long-term
debt  not  included in the original filing.  This revision resulted  in  an
additional  rate  reduction of approximately $1.5 million,  effective  July
1999.

Filings with the Council

1997 Settlement  (Entergy Corporation and Entergy New Orleans)

      Entergy  New  Orleans  submitted its  cost  of  service  and  revenue
requirement  filing in September 1997 to the Council.  In  connection  with
this  filing,  Entergy New Orleans filed a settlement  agreement  with  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.

Natural Gas  (Entergy Corporation and Entergy New Orleans)

     The  Council  held  hearings  in May 1999 regarding  the  prudence  of
Entergy New Orleans' natural gas purchasing practices.
     
Fuel  Adjustment  Clause Litigation  (Entergy Corporation and  Entergy  New
Orleans)

     In April 1999, a group of ratepayers filed a complaint against Entergy
New  Orleans, Entergy Corporation, Entergy Services, and Entergy  Power  in
state  court  in  Orleans Parish purportedly on behalf of all  Entergy  New
Orleans  ratepayers.   The  plaintiffs  seek  treble  damages  for  alleged
injuries  arising  from the defendants' alleged violations  of  Louisiana's
antitrust laws in connection with certain costs passed on to ratepayers  in
Entergy  New  Orleans'  fuel  adjustment  filings  with  the  Council.   In
particular, plaintiffs allege that Entergy New Orleans improperly  included
certain  costs  in  the calculation of fuel charges and  that  Entergy  New
Orleans imprudently purchased high-cost fuel from other Entergy affiliates.
Plaintiffs allege that Entergy New Orleans and the other defendant  Entergy
companies conspired to make these purchases to the detriment of Entergy New
Orleans'  ratepayers  and  to  the benefit of  Entergy's  shareholders,  in
violation  of Louisiana's antitrust laws.  Plaintiffs also seek to  recover
interest and attorney fees.  Exceptions to the plaintiffs' allegations were
filed  by  Entergy,  asserting, among other things, that jurisdiction  over
these  issues  rests  with  the Council and FERC.   If  necessary,  at  the
appropriate  time, Entergy will also raise its defenses  to  the  antitrust
claims.   At  present, the suit in state court is stayed by stipulation  of
the parties.
     
     Plaintiffs  also  filed this complaint with the Council  in  order  to
initiate  a  review  by  the  Council of their  allegations  and  to  force
restitution  to  ratepayers of all costs they allege  were  improperly  and
imprudently included in the fuel adjustment filings.  Discovery  has  begun
in  the proceedings before the Council.  The plaintiffs have not yet stated
the  amount  of damages they claim.  Entergy intends to defend this  matter
vigorously, both in court and before the Council.  The ultimate outcome  of
the lawsuit and the Council proceeding cannot be predicted at this time.
     
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  May
1999.   The  settlement  agreement discussed above dismissed  Entergy  Gulf
States' appeal regarding these deferrals and allowed Entergy Gulf States to
amortize  the remainder of the accelerated balance as of January  1,  1999,
over three years on a straight-line basis ending December 31, 2001.

Grand Gulf 1 Deferrals and Retained Shares

(Entergy Corporation and Entergy Arkansas)

      Under the settlement agreement entered into with the APSC in 1985 and
amended  in  1988, Entergy Arkansas retains 22% of its 36% share  of  Grand
Gulf  1-related costs and recovers the remaining 78% of its share in rates.
In  the event that Entergy Arkansas is not able to sell its retained  share
to  third  parties, it may sell such energy to its retail  customers  at  a
price  equal  to  its  avoided 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 1, subject to certain terms and conditions.  Entergy  Louisiana
retains  and does not recover from retail ratepayers, 18% of its 14%  share
of the costs of Grand Gulf 1 capacity and energy and recovers the remaining
82%  of its share in rates. Entergy Louisiana is allowed to recover through
the  fuel adjustment clause 4.6 cents per KWH for the energy related to its
retained portion of these costs.  Non-fuel operation and maintenance  costs
for  Grand  Gulf  1 are recovered through Entergy Louisiana's  base  rates.
Alternatively,  Entergy  Louisiana may sell such  energy  to  nonaffiliated
parties at prices above the fuel adjustment clause recovery amount, subject
to the LPSC's approval.

(Entergy Corporation and Entergy New Orleans)

      Under  various rate settlements with the Council in 1986,  1988,  and
1991,  Entergy New Orleans agreed to absorb and not recover from ratepayers
a  total  of $96.2 million of its Grand Gulf 1 costs.  Entergy New  Orleans
was permitted to implement annual rate increases in decreasing amounts each
year  through 1995, and to defer certain costs and related carrying charges
for  recovery  on  a  schedule extending from 1991  through  2001.   As  of
December 31, 1999, the uncollected balance of Entergy New Orleans' deferred
costs was $35.8 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)

      System  Energy applied to 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 to the financial statements.  In December 1995,  System
Energy implemented the $65.5 million rate increase, subject to refund,  for
which a portion has been reserved.  After holding hearings in 1996, a  FERC
ALJ  found  that  portions of System Energy's request should  be  rejected,
including  a proposed increase in return on common equity from 11%  to  13%
and  a  requested  change  in decommissioning cost  methodology.   The  ALJ
recommended a decrease in the return on common equity from 11%  to  10.86%.
Other portions of System Energy's request for a rate increase were approved
by  the  ALJ.  All of the ALJ's findings are advisory, and may be accepted,
modified, or rejected by FERC in a final order.

      If  FERC  were to approve the ALJ's findings, System Energy would  be
required  to make a refund of money collected under its proposed tariff  in
the  amount  of  $228.2  million as of December  31,  1999,  together  with
interest  in the amount of $39.6 million.  As of December 31, 1999,  System
Energy  has fully provided reserves for this potential refund.  It  is  not
certain  when  FERC  may  issue a final order in this  rate  proceeding  or
whether  FERC will accept, modify, or reject the ALJ's findings.   Although
management believes that the recorded reserves are adequate to reflect  the
probable  outcome  of  this proceeding, additional reserves  or  write-offs
could be required in the future.

(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 was anticipated to have  ended
by  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
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 GGART that Entergy Arkansas filed as
part  of the settlement agreement that the APSC approved in December  1997.
The  GGART was designed to allow Entergy Arkansas to pay down a portion  of
its  Grand Gulf purchased power obligation in advance of the implementation
of  retail access in Arkansas.  The GGART provides for the acceleration  of
$165.3  million of its obligation over the period January 1,  1999  through
June  30, 2004.  The settlement agreement with the APSC is discussed  above
in "Filings with the APSC."

(Entergy Mississippi)

      In  September 1998, FERC approved the GGART for Entergy Mississippi's
allocable portion of Grand Gulf, which was filed with FERC in August  1998.
The GGART provides for the acceleration of Entergy Mississippi's Grand Gulf
purchased  power obligation in an amount totaling $221.3 million  over  the
period October 1, 1998 through June 30, 2004.


NOTE 3.   INCOME TAXES

      Income tax expenses for 1999, 1998, and 1997 consist of the following
(in thousands):

<TABLE>
<CAPTION>

              1999                            Entergy    Entergy    Entergy     Entergy     Entergy     System
                                    Entergy   Arkansas Gulf States Louisiana  Mississippi New Orleans   Energy
<S>                                 <C>       <C>         <C>       <C>       <C>          <C>         <C> 
Current:                                                                                                       
  Federal                           $452,568  $ 25,812    $ 64,991  $115,179  $      (660)  $  13,238  $121,733
  Foreign                             27,730         -           -         -            -           -         -
  State                               65,834     5,781      11,669    22,675          131       2,923    18,979
                                    ---------------------------------------------------------------------------
    Total                            546,132    31,593      76,660   137,854         (529)     16,161   140,712
Deferred -- net                     (153,304)   26,334      13,513    (9,953)      19,566      (2,615)  (77,173)
Investment tax credit                                                                                          
   adjustments -- net                (36,161)   (3,915)    (15,008)   (5,533)      (1,500)       (516)   (9,688)
                                    ---------------------------------------------------------------------------
   Recorded income tax expense      $356,667   $54,012  $   75,165  $122,368  $    17,537  $   13,030  $ 53,851
                                    ===========================================================================
</TABLE>


<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
                                  ============================================================================

</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> 
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
                                     =================================================================================
</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 1999, 1998, and 1997 are (amounts in thousands):

<TABLE>
<CAPTION>

                                                   Entergy     Entergy     Entergy    Entergy      Entergy     System
                1999                    Entergy   Arkansas   Gulf States  Louisiana Mississippi  New Orleans   Energy
<S>                                    <C>        <C>         <C>         <C>        <C>          <C>         <C>
Computed at statutory rate (35%)       $ 333,093  $  43,164   $   70,058  $ 109,948  $   20,693   $   11,196  $  47,678
Increases (reductions) in tax                                                                                          
      resulting from:                                                                                                  
    State income taxes net of                                                                                          
        federal income tax effect         49,487      6,949       18,805     13,741       1,982        1,930      6,080
    Depreciation                          49,460     18,429        4,718      9,577      (1,093)       2,232     15,597
    Rate deferrals - net                    (254)         -          (90)        67         (24)        (207)         -
    Amortization of investment                                                                                          
        tax credits                      (29,015)    (5,132)      (6,642)    (5,532)     (1,500)        (518)    (9,691)
    Flow-through/permanent                                                                                             
        differences                       (8,042)    (5,250)      (2,795)       532        (284)        (272)        27
    US tax benefit on foreign income      (9,584)         -            -          -           -            -          -
    Benefit of Entergy Corporation                                                                                     
        expenses                               -     (3,341)      (4,046)    (4,053)     (1,936)        (754)    (4,552)
    Change in valuation allowance        (46,315)                                                                       
    Other -- net                          17,837       (807)      (4,843)    (1,912)       (301)        (577)    (1,288)
                                        -------------------------------------------------------------------------------
      Total income taxes                $356,667  $  54,012  $    75,165   $122,368  $   17,537    $  13,030  $  53,851
                                        ===============================================================================
Effective Income Tax Rate                  37.5%      43.8%        37.6%      39.0%       29.7%        40.7%      39.5%
                                                                                                                       

</TABLE>


<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                           (3,570)     1,078       (4,404)      (188)         149        (187)       (18)
    US tax on foreign income                 108,194          -            -          -            -           -          -
    Non-taxable gain on sale                                                                                               
       of foreign assets                     (20,283)         -            -          -            -           -          -
    Change in UK statutory rate              (31,703)         -            -          -            -           -          -
    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                               9,229        343         (674)       149          214         189      (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%
                                                                                                                           
</TABLE>


<TABLE>
<CAPTION>


                                                     Entergy     Entergy     Entergy     Entergy      Entergy     System
                 1997                     Entergy   Arkansas   Gulf States  Louisiana  Mississippi  New Orleans   Energy
<S>                                      <C>        <C>        <C>          <C>        <C>          <C>          <C>
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)    (1,558)     (14,658)        47          (78)        (187)         -
    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)    (1,509)       9,029        338       (2,223)         268     (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%
                                                                                                                          
</TABLE>

      Significant components of net deferred tax liabilities as of December
31, 1999 and 1998 are as follows (in thousands):

<TABLE>
<CAPTION>

                  1999                                   Entergy      Entergy      Entergy      Entergy      Entergy       System
                                           Entergy      Arkansas    Gulf States   Louisiana    Mississippi New Orleans     Energy
<S>                                     <C>           <C>          <C>          <C>          <C>           <C>         <C>
Deferred Tax Liabilities:                                                                                                           
    Net regulatory assets/(liabilities)  $(1,268,257)  $ (229,555)  $ (432,256)  $ (278,289)  $  (32,048)   $   4,480   $ (300,589)
    Plant-related basis differences       (3,041,135)    (533,375)  (1,013,110)    (749,257)    (220,827)     (62,104)    (452,083)
    Rate deferrals                           (77,652)      (6,168)      (3,128)           -      (44,214)     (24,142)           -
    Other                                   (201,958)     (77,812)     (15,157)     (24,741)      (9,214)      (7,718)     (22,412)
                                         -----------------------------------------------------------------------------------------
        Total                            $(4,589,002) $  (846,910) $(1,463,651) $(1,052,287) $  (306,303)  $  (89,484) $  (775,084)
                                         =========================================================================================
                                                                                                                                
Deferred Tax Assets:                                                                                                            
    Accumulated deferred investment                                                                                             
        tax credit                           178,153       37,211       46,851       47,390        7,997        3,048       35,656
    Net operating loss carryforwards           2,137            -        2,137            -            -            -            -
    Capital loss carryforwards                62,754            -            -            -            -            -            -
    Foreign tax credits                      116,701            -            -            -            -            -            -
    Alternative minimum tax credit            40,658            -       40,658            -            -            -            -
    Sale and leaseback                       230,690            -            -      107,184            -            -      123,506
    Removal cost                             108,572          943       26,848       66,786        1,994       12,001            -
    Unbilled revenues                         40,761            -       21,161       17,618       (1,183)       3,165            -
    Pension-related items                     32,734            -       10,810        9,509       (1,508)       8,064        2,883
    Rate refund                              142,984            -       45,781       20,270            -        1,347      102,422
    Reserve for regulatory adjustments       124,078            -      124,078            -            -            -            -
    Transition cost accrual                   43,127       43,127            -            -            -            -            -
    FERC Settlement                           12,638            -            -            -            -            -       12,638
    Other                                    161,074       13,358       18,485        3,760            -        7,118        8,872
    Valuation allowance                      (91,039)           -            -            -            -            -            -
                                         -----------------------------------------------------------------------------------------
        Total                            $ 1,206,022 $     94,639 $    336,809  $   272,517 $      7,300  $    34,743 $    285,977
                                         =========================================================================================
        Net deferred tax liability       $(3,382,980)  $ (752,271) $(1,126,842) $  (779,770) $  (299,003)  $  (54,741) $  (489,107)
                                         =========================================================================================
                                                                                                                               
</TABLE>


<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                       $(1,334,014) $  (286,983) $  (432,070) $  (319,588)  $  (34,086) $    (2,305) $  (258,982)
     assets/(liabilities)
    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>



     As  of December 31, 1999, Entergy had net operating loss carryforwards
of $24.5 million for state income tax purposes, all related to Entergy Gulf
States.  If  the  state net operating loss carryforwards are  not  utilized
against  income  from its subsidiaries, they will expire between  2000  and
2004.   The  alternative  minimum  tax (AMT)  credit  carryforwards  as  of
December  31, 1999 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  United  States
taxes  on  foreign source income.  If these carryforwards are not utilized,
they will expire between 2000 and 2004.

     At December 31, 1999, unremitted earnings of foreign subsidiaries were
approximately   $29.5  million.   Since  it  is  Entergy's   intention   to
indefinitely  reinvest these earnings, no U.S. taxes  have  been  provided.
Upon  distribution of these earnings in the form of dividends or otherwise,
Entergy  could  be  subject to U.S. income taxes (subject  to  foreign  tax
credits) and withholding taxes payable to various foreign countries.


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

     The short-term borrowings of the domestic utility companies and System
Energy  are  limited to amounts authorized by the SEC.  The current  limits
authorized  are  effective  through November  30,  2001.   In  addition  to
borrowing from commercial banks, Entergy companies are authorized to borrow
from  the  Entergy System Money Pool (money pool).  The money  pool  is  an
inter-company borrowing arrangement designed to reduce the domestic utility
companies'  dependence on external short-term borrowings.  Borrowings  from
the  money  pool  and external borrowings combined may not exceed  the  SEC
authorized  limits.   The  following  are  the  SEC-authorized  limits  and
borrowings  from  the  money pool for the domestic  utility  companies  and
System Energy as of December 31, 1999 (there were no borrowings outstanding
from external sources):

                                            Outstanding
                                Authorized   Borrowings
                                      (In Millions)
                                             
           Entergy Arkansas       $  235        $40.6
           Entergy Gulf States       340         36.1
           Entergy Louisiana         225         91.5
           Entergy Mississippi       103         50.0
           Entergy New Orleans        35          9.7
           System Energy             140            -
                                  ------       ------
           Total                  $1,078       $227.9
                                  ======       ======

      Other Entergy companies have SEC authorization to borrow from Entergy
Corporation  through  the  money  pool and  from  external  sources  in  an
aggregate principal amount up to $265 million.  These Entergy companies had
$116.6 million outstanding as of December 31, 1999 borrowed from the  money
pool.   Some  of  these  borrowings  are  restricted  as  to  use  and  are
collateralized by certain assets.

      In September 1999, Entergy Corporation amended its $250 million, 364-
day  bank  credit  facility.  As of December 31,  1999,  $120  million  was
outstanding  under this facility.  The weighted-average  interest  rate  on
Entergy's outstanding borrowings as of December 31, 1999 and 1998 was 7.48%
and 5.97%, respectively.  The commitment fee for this facility is currently
.15% of the line amount.  Commitment fees and interest rates on loans under
the  credit facility can fluctuate depending on the senior debt ratings  of
the domestic utility companies.  There is further discussion of commitments
for long-term financing arrangements in Note 7 to the financial statements.

     On February 25, 2000, Entergy Corporation obtained a 364-day term loan
in  the  amount of $120 million, accruing interest at a rate of 6.7%.   The
proceeds  are  being  used  to  make  an open-account  advance  to  Entergy
Louisiana  in order to repay maturing debt.  Entergy Corporation  will  use
any  remaining proceeds for general corporate purposes and working  capital
needs.


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, 1999, and 1998 were:


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      1999       1998        1999        1998          1999 
                                                         (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Arkansas Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.32% Series                      70,000      70,000    $  7,000   $  7,000       $103.65
   4.72% Series                      93,500      93,500       9,350      9,350       $107.00
   4.56% Series                      75,000      75,000       7,500      7,500       $102.83
   4.56% 1965 Series                 75,000      75,000       7,500      7,500       $102.50
   6.08% Series                     100,000     100,000      10,000     10,000       $102.83
   7.32% Series                     100,000     100,000      10,000     10,000       $103.17
   7.80% Series                     150,000     150,000      15,000     15,000       $103.25
   7.40% Series                     200,000     200,000      20,000     20,000       $102.80
   7.88% Series                     150,000     150,000      15,000     15,000       $103.00
  Cumulative, $0.01 par value:
   $1.96 Series (a)                 600,000     600,000      15,000     15,000        $25.00
                                  ---------   ---------    --------   --------
     Total without sinking fund   1,613,500   1,613,500    $116,350   $116,350
                                  =========   =========    ========   ========
 With sinking fund:
  Cumulative, $100 par value
   8.52% Series                           -     200,000    $      -   $ 20,000           -  
  Cumulative, $25 par value
   9.92% Series                           -      81,085           -      2,027           -
                                  ---------   ---------    --------   --------
     Total with sinking fund              -     281,085    $      -   $ 22,027
                                  =========   =========    ========   ========
Fair Value of Preferred Stock with sinking fund (e)        $      -   $ 22,986
                                                           ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      1999       1998        1999        1998          1999 
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Gulf States Preferred and Preference Stock
 Preference Stock
  Cumulative, without par value
   7% Series (a)(b)               6,000,000   6,000,000    $150,000   $150,000          -
                                  =========   =========    ========   ========
 Preferred Stock
  Authorized 6,000,000, $100 par
   value, cumulative
    Without sinking fund:
     4.40% Series                    51,173      51,173    $  5,117   $  5,117       $108.00
     4.50% Series                     5,830       5,830         583        583       $105.00
     4.40%-1949 Series                1,655       1,655         166        166       $103.00
     4.20% Series                     9,745       9,745         975        975       $102.82
     4.44% Series                    14,804      14,804       1,480      1,480       $103.75
     5.00% Series                    10,993      10,993       1,099      1,099       $104.25
     5.08% Series                    26,845      26,845       2,685      2,685       $104.63
     4.52% Series                    10,564      10,564       1,056      1,056       $103.57
     6.08% Series                    32,829      32,829       3,283      3,283       $103.34
     7.56% Series                   350,000     350,000      35,000     35,000       $101.80
                                  ---------   ---------    --------   --------
     Total without sinking fund     514,438     514,438    $ 51,444   $ 51,444
                                  =========   =========    ========   ========
 With sinking fund:
   8.80% Series                           -     139,971           -   $ 13,997           -  
   8.64% Series                           -      84,000           -      8,400           -  
   Adjustable Rate - A, 7.02%(c)    144,000     156,000    $ 14,400     15,600       $100.00
   Adjustable Rate - B, 7.03%(c)    202,500     225,000      20,250     22,500       $100.00
                                  ---------   ---------    --------   --------
     Total with sinking fund        346,500     604,971    $ 34,650   $ 60,497
                                  =========   =========    ========   ========
Fair Value of Preference Stock and
 Preferred Stock with sinking fund (e)                     $183,357   $203,456
                                                           ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      1999       1998        1999        1998          1999 
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Louisiana Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.96% Series                      60,000      60,000    $  6,000   $  6,000       $104.25
   4.16% Series                      70,000      70,000       7,000      7,000       $104.21
   4.44% Series                      70,000      70,000       7,000      7,000       $104.06
   5.16% Series                      75,000      75,000       7,500      7,500       $104.18
   5.40% Series                      80,000      80,000       8,000      8,000       $103.00
   6.44% Series                      80,000      80,000       8,000      8,000       $102.92
   7.84% Series                     100,000     100,000      10,000     10,000       $103.78
   7.36% Series                     100,000     100,000      10,000     10,000       $103.36
  Cumulative, $25 par value:
   8.00% Series                   1,480,000   1,480,000      37,000     37,000        $25.00
                                  ---------   ---------    --------   --------
     Total without sinking fund   2,115,000   2,115,000    $100,500   $100,500
                                  =========   =========    ========   ========
 With sinking fund:
   7.00% Series                           -     500,000    $      -   $ 50,000          -
   8.00% Series (d)                 350,000     350,000      35,000     35,000          -   
                                  ---------   ---------    --------   --------
     Total with sinking fund        350,000     850,000    $ 35,000   $ 85,000
                                  =========   =========    ========   ========
Fair Value of Preferred Stock with sinking fund (e)        $ 35,364   $ 87,813
                                                           ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      1999       1998        1999        1998          1999 
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Mississippi Preferred Stock                       
 Without sinking fund:
  Cumulative, $100 par value
   4.36% Series                      59,920      59,920    $  5,992   $  5,992       $103.86
   4.56% Series                      43,888      43,888       4,389      4,389       $107.00
   4.92% Series                     100,000     100,000      10,000     10,000       $102.88
   7.44% Series                     100,000     100,000      10,000     10,000       $102.81
   8.36% Series                     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                                Share as of
                                      and Outstanding                              December 31,
                                      1999       1998        1999        1998          1999 
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy New Orleans Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.75% Series                      77,798      77,798    $  7,780   $  7,780       $105.00
   4.36% Series                      60,000      60,000       6,000      6,000       $104.57
   5.56% Series                      60,000      60,000       6,000      6,000       $102.59
                                  ---------   ---------    --------   --------
     Total without sinking fund     197,798     197,798    $ 19,780   $ 19,780
                                  =========   =========    ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      1999       1998        1999        1998          1999 
                                                           (Dollars in Thousands)
<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                 696,500   1,736,056    $ 69,650   $167,523
                                  =========   =========    ========   ========
Fair Value of Preference Stock
 and Preferred Stock with
 sinking fund (e)                                          $218,721   $314,255
                                                           ========   ========


</TABLE>


 (a) The  total dollar value represents the liquidation value of $25  per
     share.
 (b) These  series  are not redeemable as of December 31, 1999,  but  become
     mandatorily redeemable on July 15, 2000.
 (c) Represents weighted-average annualized rates for 1999.
 (d) This  series is not redeemable as of December 31, 1999, but  becomes
     mandatorily redeemable on November 1, 2001.
 (e) Fair  values  were  determined  using bid  prices  reported  by  dealer
     markets and by nationally recognized investment banking firms.   There
     is  additional  disclosure of fair value of financial  instruments  in
     Note 15 to the financial statements.

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

                                          Number of Shares
                                   1999          1998       1997
   Preferred stock retirements                             
     Entergy Arkansas                                      
       $100 par value            (200,000)      (50,000)   (50,000)
       $25 par value              (81,085)     (160,000)  (160,000)
     Entergy Gulf States                                   
       $100 par value            (258,471)      (84,812)  (934,812)
     Entergy Louisiana                                     
       $100 par value            (500,000)            -         -
       $25 par value                    -             -   (300,000)
     Entergy Mississippi                                   
       $100 par value                   -             -   (145,000)

      Cash sinking fund requirements and mandatory redemptions for the next
five  years for preferred and preference stock, outstanding as of  December
31, 1999, are as follows:

                                     Entergy        Entergy
                          Entergy  Gulf States     Louisiana
                                   (In Thousands)
                                                    
                   2000  $153,450   $153,450             -
                   2001    38,450      3,450        $35,000
                   2002     3,450      3,450             -
                   2003     3,450      3,450             -
                   2004     3,450      3,450             -

     Entergy Gulf States has the annual non-cumulative option to redeem, at
par,  additional  amounts  of certain series of its  outstanding  preferred
stock.

      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 five million shares  of
Entergy common stock, for an aggregate consideration of up to $250 million.
In July 1999, the Board approved the commitment of up to an additional $750
million toward the repurchase of Entergy common stock through December  31,
2001.  In  1999, Entergy Corporation repurchased 8,484,000  shares  of  its
common stock for an aggregate purchase price of approximately $245 million.
Shares are purchased on a discretionary basis.

      Entergy Corporation reissues treasury shares to meet the requirements
of  the  Stock  Plan  for Outside Directors (Directors' Plan),  the  Equity
Ownership  Plan  of Entergy Corporation and Subsidiaries (Equity  Ownership
Plan),  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 previously repurchased common
stock.   Shares awarded under the Directors' Plan were 11,400 during  1999;
5,100 during 1998; and 9,104 during 1997.

      During  1999,  Entergy  Corporation  issued  350,568  shares  of  its
previously repurchased common stock to satisfy stock options exercised  and
stock  purchases  under the Equity Plan. In addition,  Entergy  Corporation
received  proceeds of $7.5 million from the issuance of 253,269  shares  of
common stock under its dividend reinvestment and stock purchase plan during
1999.

      The  Equity  Ownership 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  1999  were  immaterial.   Stock  options,  which
comprise  50%  of  the shares targeted for distribution  under  the  Equity
Ownership  Plan, are granted at exercise prices not less than market  value
on  the  date  of grant.  The options granted prior to 1999 were  generally
exercisable six months from the date of grant, with the exception of 40,000
options granted on December 1, 1998, which became exercisable on January 1,
2000.   The  majority  of options granted in 1999 will  become  exercisable
equally  over a three-year period.  Options are not exercisable beyond  ten
years from the date of the grant.

      Entergy  does  not recognize compensation expense for  stock  options
issued  with  exercise prices at market value on the date  of  grant.   The
impact  on Entergy's net income for each of the years 1999, 1998, and  1997
would  have  been $15.5 million, $278,000, and $296,000, 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:

                              1999          1998          1997
                                                     
     Stock price volatility   20.3%         20.9%         19.3%
     Expected term in years      5             5             5
     Risk-free interest rate   4.7%          5.1%          6.3%
     Dividend yield            4.0%          5.4%          6.8%
     Dividend payment         $1.20         $1.58         $1.80


Nonstatutory stock option transactions are summarized as follows:

<TABLE>
<CAPTION>

                                         1999                      1998                   1997          
                                             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         901,639   $   26.21    1,176,308   $   25.12   1,053,308   $   24.94
                                                                                                       
Options granted                  5,354,189       29.88      125,000       29.46     255,000       25.84
Options exercised                 (213,084)      23.69     (350,169)      23.37      (2,500)      23.38
Options forfeited                 (411,638)      30.34      (49,500)      28.56    (129,500)      25.10
                                ----------                ---------              ----------       
End-of-year balance              5,631,106   $   29.50      901,639   $   26.21   1,176,308   $   25.12
                                ==========                =========              ==========
Options exercisable at year-end    612,531                  861,639                 421,909            
                                                                                                       
Weighted average fair value of                                                                         
        options granted         $     4.72              $      4.11              $     3.10            
                                                                                                       
</TABLE>

The following  table summarizes information about stock options outstanding
as of December 31, 1999:


<TABLE>
<CAPTION>
                             Options Outstanding                 Options Exercisable
                                Weighted- Avg                                          
                                  Remaining     Weighted-       Number       Weighted-
    Range of         As of       Contractual  Avg. Exercise   Exercisable   Avg. Exercise
Exercise Prices     12/31/99      Life-Yrs.        Price      at 12/31/99       Price
   <S>              <C>              <C>          <C>            <C>        <C>  
   $20 - $30        5,173,076        8.8          $29.29         533,312    $      24.83
                                                                                 
   $30 - $40          458,030        8.3          $31.81          79,219    $      35.99
                                                                                  
   $20 - $40        5,631,106        8.7          $29.50         612,531    $      26.27
                                                                                       
</TABLE>

     To meet the requirements of the Employee Stock Investment Plan (ESIP),
the  SEC authorized Entergy Corporation to issue or acquire, through  March
31, 2000, up to 2,000,000 shares of its common stock to be held as treasury
shares.  The ESIP is authorized through the 1999 plan year ending March 31,
2000.   Entergy Corporation may issue either treasury shares or  previously
authorized  but  unissued shares to satisfy ESIP requirements.   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 285,505  in
1999; 294,108 in 1998; and 319,457 in 1997.

     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:

                                     1999          1998     1997
                                                          
        Stock price volatility       20.9%         24.1%    19.3%
        Expected term in years          1             1        1
        Risk-free interest rate       4.6%          5.1%     6.1%
        Dividend yield                4.3%          6.1%     7.4%
        Dividend payment             $1.20         $1.80    $1.80

The weighted-average fair value of those purchase rights granted was $5.90,
$6.32,  and  $4.75 in 1999, 1998, and 1997, respectively.   The  impact  on
Entergy's  net income would have been ($3,086), ($256,000), and $98,000  in
1999, 1998, and 1997, 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).  The Savings Plan is a  defined  contribution
plan  covering eligible employees of Entergy and its subsidiaries who  have
completed certain service requirements. The Savings 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'  contributions to the Savings Plan, and any  income  thereon,
are  invested  in  shares of Entergy Corporation common  stock.   Entergy's
subsidiaries contributed $14.5 million in 1999, $13.6 million in 1998,  and
$13.2 million in 1997 to the Savings Plan.

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  issue  common
securities  to their parent companies.  Proceeds from such  issues  are
used  to  purchase  junior subordinated deferrable interest  debentures
(Debentures)  from  the parent company.  The Debentures  held  by  each
Trust  are its only assets.  Each Trust uses interest payments received
on  the  Debentures  owned  by it to make  cash  distributions  on  the
Preferred Securities.

<TABLE>
<CAPTION>
                                                                                              Fair Market
                                                                                                Value of
                                   Preferred       Common    Interest Rate     Trust's         Preferred
                          Date     Securities    Securities   Securities/    Investment in   Securities at
        Trusts          Of Issue    Issued        Issued      Debentures       Debentures       12-31-99
                                       (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             $70.0
 Gulf States Capital I   1-28-97    $85.0           $2.6        8.75%           $87.6             $77.4
</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, 1999 was:


<TABLE>
<CAPTION>

Maturities        Interest Rates                      Entergy     Entergy       Entergy      Entergy      Entergy      System
 From    To      From          To           Entergy   Arkansas  Gulf States     Louisiana   Mississippi  New Orleans   Energy
                                                                                    (In Thousands)
<S>    <C>      <C>         <C>           <C>          <C>          <C>          <C>          <C>           <C>        <C>     
First Mortgage Bonds                                                                                                          
2000   2004     5.800%      8.250%        $1,337,109   $240,000     $603,750     $288,359                              $205,000
2005   2010     6.500%      7.500%           428,000    215,000       98,000      115,000                                     
2020   2026     7.000%      8.940%           819,950    260,000      444,950      115,000                                     
                                                                                                                              
G&R Bonds                                                                                                                     
2002   2012     6.200%      8.250%           415,000                                          $360,000      $55,000           
2013   2026     7.550%      8.000%           175,000                                            60,000      115,000           
                                                                                                                              
Governmental Obligations (a)                                                                                                  
2000   2010     5.450%      8.250%            22,315        220       22,095                                                  
2011   2020     5.600%      9.000%           569,535    214,200      355,335                                                  
2021   2030     4.850%      8.000%         1,051,750     72,000      102,000      415,120       46,030                  416,600
                                                                                                                              
Debentures                                                                                                                    
2000   2000   7.380%      7.800%              75,000                                                                     75,000
                                                                                                                              
Saltend Project Senior Credit                                                                                                 
  Facility, avg rate 6.93% due 2014          578,681
Damhead Creek Project Senior Credit                                                                                           
  Facility, avg rate 5.98% due 2016          342,929
EP Edegel, Inc. Note Payable, 7.7%,                                                                                        
  due 2000                                    67,000
Long-Term DOE Obligation (Note 9)            136,088    136,088                                                               
Waterford 3 Lease Obligation 
  8.76% (Note 10)                            330,306                              330,306                                 
Grand Gulf Lease Obligation 
  7.02% (Note 10)                            465,480                                                                    465,480
Other Long-Term Debt                          10,391        620        9,771                                         
Unamortized Premium and Discount - Net       (17,396)    (7,107)      (4,320)      (1,934)      (1,564)       (917)      (1,554)
                                          -------------------------------------------------------------------------------------
Total Long-Term Debt                       6,807,138  1,131,021    1,631,581    1,261,851      464,466     169,083    1,160,526
Less Amount Due Within One Year              194,555        220            -      116,388            -           -       77,947
                                          -------------------------------------------------------------------------------------
Long-Term Debt Excluding Amount Due                                                                             
     Within One Year                      $6,612,583 $1,130,801   $1,631,581   $1,145,463     $464,466    $169,083   $1,082,579
                                          =====================================================================================
Fair Value of Long-Term Debt (b)          $5,815,189   $966,559   $1,651,415     $934,404     $446,168    $163,131     $664,902
                                          =====================================================================================

</TABLE>


<TABLE>
<CAPTION>

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

Maturities   Interest Rates                                Entergy     Entergy      Entergy     Entergy       Entergy      System
 From    To    From   To                     Entergy      Arkansas   Gulf States  Louisiana   Mississippi   New Orleans    Energy
                                                                                       (In Thousands)
<S>    <C>    <C>    <C>                   <C>            <C>          <C>         <C>           <C>          <C>          <C>
First Mortgage Bonds                                                                                                         
1999   2004   6.000% 8.250%                $1,640,709     $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 (b)           $6,244,711   $1,081,502   $1,871,739   $1,059,893      $481,520      $207,538   $878,446
                                           ========================================================================================
</TABLE>


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

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

     The annual long-term debt maturities (excluding lease obligations)
and  annual cash sinking fund requirements for debt outstanding  as  of
December 31, 1999, for the next five years are as follows:


<TABLE>
<CAPTION>
  <S>     <C>          <C>          <C>              <C>             <C>           <C>            <C>
                       Entergy      Entergy          Entergy         Entergy       Entergy          System
          Entergy(a)   Arkansas(b)  Gulf States(c)   Louisiana(d)    Mississippi   New Orleans      Energy
                                                     (In Thousands)                                
                                                                                                   
  2000    $ 181,170     $ 220                -        $   105,950             -             -     $  75,000
  2001      276,450         -        $ 122,750             18,700             -             -       135,000
  2002      379,745        85          150,000             94,660     $  65,000             -        70,000
  2003      129,155       155           39,000                  -        65,000     $  25,000             -
  2004      442,000         -          292,000                  -       150,000             -             -
                                                                                                   
</TABLE>


(a)  Not  included are other sinking fund requirements of approximately
     $49.6  million  annually, which may be satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.

(b)  Not  included are other sinking fund requirements of approximately
     $1.8  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
     $45.7  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
     $2.1  million  annually,  which may be satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.
     
     On  February 15, 2000, Entergy Mississippi issued $120 million  of
7.75%  Series First Mortgage Bonds due February 15, 2003.  On March  9,
2000,  Entergy  Arkansas  issued $100 million  of  7.72%  Series  First
Mortgage Bonds due March 1, 2003.  The proceeds of both issuances  will
be  used  for  general corporate purposes, including the retirement  of
short-term indebtedness that was incurred for working capital needs and
capital expenditures.

      EPDC  maintains  a  credit  facility of  BPS100  million  ($161.5
million)  to  finance  the acquisition of the  Damhead  Creek  Project,
assist  in  the  financing  of the Saltend  project,  and  for  general
corporate  purposes in connection with the acquisition and  development
of  power generation, distribution or transmission facilities.   As  of
December  31, 1999, there were no cash advances outstanding under  this
facility.  Approximately BPS6.8 million ($10.5 million) was outstanding
as  of  December  31, 1998.  The interest rate on the outstanding  cash
advances  was  5.88%  and  6.97% as of  December  31,  1999  and  1998,
respectively.   The commitment fee is .17% of the undrawn  amount.   In
addition,  EPDC  has  BPS89.7 million ($144.9 million)  of  letters  of
credit under the credit facility to support project commitments on  the
Saltend and Damhead Creek projects.

      Saltend Cogeneration Company Limited (SCCL), an indirect  wholly-
owned  subsidiary of EPDC, maintains a BPS586 million ($946.4  million)
non-recourse  senior  credit facility providing bridge  and  term  loan
facilities, cost overrun and working capital facilities, and contingent
letter  of credit and guarantee facilities (the Senior Credit Facility)
to finance the construction and operation of a 1,200 MW gas-fired power
plant  in  northeast  England.   Borrowings  under  the  Senior  Credit
Facility  are  repayable over a 15-year period beginning  December  31,
2000.   In addition, SCCL has also entered into a BPS72 million ($116.3
million)   subordinated  credit  facility  (the   Subordinated   Credit
Facility)  which  is to be drawn down by the earlier of  completion  of
construction or August 31, 2000.  The proceeds of borrowings under  the
Subordinated  Credit Facility will be used to repay a  portion  of  the
Senior  Credit Facility.  The Subordinated Credit Facility is repayable
over  a  10-year period beginning December 31, 2000.  All of the assets
of  SCCL are pledged as collateral under the Senior Credit Facility and
the Subordinated Credit Facility.

      In  February 1998, SCCL entered into 15-year interest  rate  swap
agreements  for 85% of the debt outstanding under the bridge  and  term
loan  portion  of  the Senior Credit Facility on an average  fixed-rate
basis  of  6.44%.   SCCL is exposed to market risks from  movements  in
interest  rates  in the unlikely event that the counterparties  to  the
interest  rate swap agreements were to default on contractual payments.
At   December  31,  1999,  SCCL  had  outstanding  interest  rate  swap
agreements  totalling  a  notional  amount  of  $603.2  million.    The
estimated  fair  value  of  the interest rate  swap  agreements,  which
represent  the estimated amount SCCL would have received  to  terminate
the swaps at December 31, 1999, was a net asset of $3.4 million.  Under
the Senior Credit Facility and the Subordinated Credit Facility, SCCL's
ability to make distributions of dividends, loans, or advances to  EPDC
is  restricted by, among other things, the requirement to pay permitted
project costs, make debt repayments, and maintain cash reserves.

      In  December  1998,  Damhead  Creek Finance  Limited  (DCFL),  an
indirect  wholly-owned  subsidiary of EPDC,  entered  into  a  BPS463.4
million  ($748.4 million) non-recourse senior credit facility providing
(among other things) bridge and term loan facilities, cost overrun  and
working  capital  facilities,  and  contingent  letter  of  credit  and
guarantee  facilities  (the  Senior Credit  Facility)  to  finance  the
construction  and  operation  of an 800 MW  gas-fired  power  plant  in
southeast  England.   Borrowings under the Senior Credit  Facility  are
repayable  after completion of construction over a fifteen-year  period
beginning December 31, 2001.  DCFL also entered into a BPS36.1  million
($58.3  million) subordinated credit facility (the Subordinated  Credit
Facility)  which  is  to  be drawn down by the  earlier  of  commercial
operation  or July 22, 2001.  Borrowings under the Subordinated  Credit
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.  Pursuant to a corporate restructuring  in
April  1999,  Damhead  Finance LDC (DFLDC),  an  indirect  wholly-owned
subsidiary  of EPDC, replaced DCFL as borrower under the Senior  Credit
Facility  and the Subordinated Credit Facility.  All of the  assets  of
DFLDC  are  pledged as collateral under the Senior Credit Facility  and
the  Subordinated  Credit  Facility.  Furthermore,  the  Senior  Credit
Facility  requires DFLDC to enter into interest rate  hedge  agreements
for  a  majority  of  the project debt from the earlier  of  commercial
operation  or  the  date the long term interest  rate  for  the  agreed
interest  rate  hedging strategy exceeds 8%. Under  the  Senior  Credit
Facility and the Subordinated Credit Facility, DFLDC's ability to  make
distributions  of dividends, loans, or advances to EPDC  is  restricted
by, among other things, the requirement to pay permitted project costs,
make debt repayments, and maintain cash reserves.


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, 1999, 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 1999, cash dividends  paid  to  Entergy
Corporation by its subsidiaries totaled $532.3 million.

NOTE 9.   COMMITMENTS AND CONTINGENCIES

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

      For  the  years 2000 through 2004, Entergy plans  to  spend  $9.8
billion  in  a capital investment plan focused on improving service  at
the domestic utility companies and growing its global power development
and  nuclear  operations businesses.  The estimated allocation  in  the
plan is $4.2 billion to the domestic utility companies, $3.9 billion to
the  global power development business, and $1.7 billion to the nuclear
operations business.  This plan is contingent upon Entergy's ability to
access  the  capital  necessary to finance  the  planned  expenditures.
Construction  expenditures  (including environmental  expenditures  and
AFUDC,  but  excluding  nuclear  fuel) for  Entergy  are  estimated  at
$1.5  billion in 2000, $1.7 billion in 2001, and $1.8 billion in  2002.
Included  in  these totals are estimated construction expenditures  for
the domestic utility companies and System Energy as follows:


                        2000     2001     2002     Total
                                   (In Millions)
                                                         
Entergy Arkansas         $350     $248     $188       $786
Entergy Gulf States       298      269      204        771
Entergy Louisiana         202      188      162        552
Entergy Mississippi       115      122      123        360
Entergy New Orleans        50       46       45        141
System Energy              39       20       12         71
                                   

      The  domestic utility companies' anticipated spending is  focused
mainly  on (i) distribution and transmission projects that will support
continued   reliability  improvements;  (ii)  return  to   service   of
generation stations that have been held in reserve shutdown status; and
(iii)  transitioning  to  a  more competitive  environment.   Projected
construction  expenditures  for  the  replacement  of  ANO  2's   steam
generators,  which  is  scheduled for the third quarter  of  2000,  are
included  in  Entergy Arkansas' estimated figures above.  Entergy  will
also require $1.0 billion during the period 2000-2002 to meet long-term
debt and preferred stock maturities and cash sinking fund requirements.
Entergy  plans  to  meet these requirements primarily  with  internally
generated  funds  and cash on hand, supplemented by proceeds  from  the
issuance of debt, outstanding credit facilities, and project financing.
Certain  domestic utility companies and System Energy may also continue
the  reacquisition  or  refinancing of all  or  a  portion  of  certain
outstanding  series  of  preferred  stock  and  long-term   debt.   See
"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL
RESOURCES"  for  additional  discussion  of  Entergy's capital spending
plans.

Sales Warranties and Indemnities (Entergy Corporation)

     In the Entergy London and CitiPower sales transactions, Entergy or
its  subsidiaries  made  certain warranties to the  purchasers.   These
warranties  include representations regarding litigation,  accuracy  of
financial  accounts,  and  the  adequacy of  existing  tax  provisions.
Notice of a claim on the CitiPower warranties must be given by December
2000,  and  Entergy's potential liability is limited to  A$100  million
($66 million).  Notice of a claim on the Entergy London warranties  had
to  be  given  for  certain items by December 1999,  and  for  the  tax
warranties,  must  be given by June 30, 2001.  Entergy's  liability  is
limited to BPS1.4 billion ($2.3 billion) on certain tax warranties  and
BPS140  million  ($226 million) on the remaining warranties.   No  such
notices  have  been received.  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 periodically reviews reserve
levels for these warranties and believes it has adequately provided for
the ultimate resolution of such matters as of December 31, 1999.

Fuel Purchase Agreements

(Entergy Arkansas and Entergy Mississippi)

      Entergy Arkansas has long-term contracts 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 coal
for  Nelson  Unit  6, which should be sufficient to  satisfy  the  fuel
requirements at Nelson Unit 6 through 2010.  Effective April  1,  2000,
Louisiana Generating LLC will assume ownership of the Cajun portion  of
the  Big  Cajun  generating facilities.  The  management  of  Louisiana
Generating  LLC  has advised Entergy Gulf States that it  has  executed
coal  supply  and  transportation  contracts  that  should  provide  an
adequate  supply of coal for the operation of Big Cajun 2, Unit  3  for
the foreseeable future.

(Entergy Louisiana)

      In  June 1992, Entergy Louisiana agreed to a 20-year natural  gas
supply  contract.  Entergy Louisiana agreed to purchase natural gas  in
annual amounts equal to approximately one-third of its projected annual
fuel  requirements for certain generating units.  Annual demand charges
associated  with this contract are estimated to be $7.6 million.   Such
charges aggregate $99 million for the years 2000 through 2012.

(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 and include a  take-or-pay
obligation for approximately 75% of the gas requirement for each plant.
Under  the  terms  of  Saltend's contract  and  based  on  its  current
construction schedule, Entergy's global power development business  may
incur  certain liabilities with regard to this gas prior to the project
reaching  commercial operation.  The disposition of  the  gas  will  be
managed  under the terms of the contract, and the financial  effect  on
the Saltend project is expected to be minimal.

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 purchased electricity  from
the  joint  venture totaling $51.4 million in 1999,  $57.5  million  in
1998, and $70.7 million in 1997.

(Entergy Louisiana)

     Entergy Louisiana has an agreement extending through the year 2031
to  purchase energy generated by a hydroelectric facility known as  the
Vidalia project.  Entergy Louisiana made payments under the contract of
approximately  $70.3  million  in 1999,  $77.8  million  in  1998,  and
$64.6  million in 1997.  If the maximum percentage (94%) of the  energy
is  made available to Entergy Louisiana, current production projections
would  require  estimated payments of approximately  $85.2  million  in
2000,  and  a  total of $3.5 billion for the years 2001  through  2031.
Entergy Louisiana currently recovers the costs of the purchased  energy
through its fuel adjustment clause.

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

      The  domestic utility companies that are owners of  System  Fuels
have  agreed  to  make  loans  to System  Fuels  to  finance  its  fuel
procurement,  delivery, and storage activities.   The  following  loans
outstanding to System Fuels as of December 31, 1999 mature in 2008:


    Owner                 Ownership     Loan Outstanding at December 31, 1999
                         Percentage
                                                          
Entergy Arkansas             35%                $11.0 million
Entergy Louisiana            33%                $14.2 million
Entergy Mississippi          19%                $ 5.5 million
Entergy New Orleans          13%                $ 3.3 million

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

      The Price-Anderson Act limits public liability of a nuclear plant
owner  for  a  single nuclear incident to approximately  $9.5  billion.
Protection  for  this liability is provided through  a  combination  of
private  insurance  (currently $200 million each for Entergy  Arkansas,
Entergy  Gulf  States, Entergy Louisiana, System Energy, and  Entergy's
non-utility nuclear power business) 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
six  licensed reactors, including Pilgrim.  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  six  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 $18.6 million for the six nuclear units in the event that
losses exceed accumulated reserve funds.

     Entergy  Arkansas, Entergy Gulf States, Entergy Louisiana,  System
Energy,  and  Entergy's  non-utility nuclear power  business  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,  1999,  Entergy Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, and System Energy were each insured against such  losses  up
to  $2.3  billion.  Entergy's non-utility  nuclear  power  business  is
insured for $1.115 billion in property damages for Pilgrim under  these
insurance  programs.   In  addition,  Entergy  Arkansas,  Entergy  Gulf
States,  Entergy Louisiana, Entergy Mississippi, Entergy  New  Orleans,
and  Entergy's  non-utility nuclear power business 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, 1999, the  maximum  amounts  of  such
possible  assessments were: Entergy Arkansas - $16.6  million;  Entergy
Gulf States - $14.1 million; Entergy Louisiana - $15.3 million; Entergy
Mississippi - $0.5 million; Entergy New Orleans - $0.3 million;  System
Energy  -  $12.7  million,  and  Entergy's  non-utility  nuclear  power
business - $7.3 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 render  the
reactor  safe  and  stable,  and second,  to  complete  decontamination
operations.   Only  after  proceeds are  dedicated  for  such  use  and
regulatory  approval is secured would any remaining  proceeds  be  made
available for the benefit of plant owners or their creditors.

Spent  Nuclear  Fuel  and Decommissioning Costs  (Entergy  Corporation,
Entergy  Arkansas, Entergy Gulf States, Entergy Louisiana,  and  System
Energy)

      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,  System
Energy,  and  Entergy's non-utility nuclear power business 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, 1999 of  approximately  $136
million  for  the one-time fee.  The fees payable to  the  DOE  may  be
adjusted  in  the future to assure full recovery. Entergy's non-utility
nuclear  power  business has accepted assignment of the  Pilgrim  spent
fuel  disposal contract with the DOE previously held by Boston  Edison.
Boston Edison has paid to the DOE the fees for all generation prior  to
the  July 1999 purchase date.  Entergy considers all costs incurred for
the  disposal  of  spent nuclear fuel, except accrued interest,  to  be
proper components of nuclear fuel expense.  Provisions to recover  such
costs  have  been or will be made by the domestic utility companies  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.  Considerable
uncertainty  exists regarding the time frame under which the  DOE  will
begin  to  accept  spent fuel from Entergy facilities  for  storage  or
disposal.

      Pending  DOE acceptance and disposal of spent nuclear  fuel,  the
owners  of  nuclear  plants are responsible for their  own  spent  fuel
storage.  Current on-site spent fuel storage capacity at Grand  Gulf  1
and  River Bend is estimated to be sufficient until approximately  2005
and  2003,  respectively.   The spent fuel  pool  at  Waterford  3  was
recently expanded through the replacement of the existing storage racks
with  higher  density  storage racks.  This  expansion  should  provide
sufficient  storage for Waterford 3 until after 2010.  An  ANO  storage
facility  using dry casks began operation in 1996 and is being expanded
in 2000.  Current on-site spent fuel storage capacity at ANO, including
the   current   expansion,  is  estimated  to   be   sufficient   until
approximately 2002.  This facility may be further expanded as required.
The  spent  fuel  storage facility at Pilgrim is  expected  to  provide
storage capacity until approximately 2003.  Entergy plans to modify the
facility  to  provide  sufficient spent fuel storage  capacity  through
approximately 2012.

      The  cost  of  adding additional spent fuel storage  capacity  as
needed  at  each  site will be reassessed in 2000.  In  December  1999,
Entergy  Arkansas,  System  Energy,  and  Entergy  Gulf  States  issued
requests  for  proposals for additional dry storage  capacity  at  ANO,
Grand Gulf 1, and River Bend, respectively.

     Total approved decommissioning costs for rate recovery purposes as
of December 31, 1999, for the domestic utility companies' nuclear power
plants,  excluding  the  co-owner share of  Grand  Gulf  1,  have  been
estimated as follows:

<TABLE>
<CAPTION>
                                   
                                   
                                                                   Total Estimated Approved
                                                                     Decommissioning Costs
                                                                         (In Millions)
                                                                                           
<S>                                                                       <C>
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 
                                                                          ========
     
</TABLE>
     
     Decommissioning  cost updates were prepared for  Waterford  3  and
Grand  Gulf  in 1999 and produced revised decommissioning cost  updates
of  $481.5  million and $540.8 million, respectively.  The cost  update
for  Waterford  3  will be included in a filing with the  LPSC  in  the
second  quarter of 2000.  The cost update for Grand Gulf  has  not  yet
been filed with FERC.

      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 approved decommissioning  costs
for ANO and Waterford 3, respectively.

      As  part  of the Pilgrim purchase, Boston Edison funded a  $471.3
million  decommissioning trust fund, which was transferred to Entergy's
non-utility   nuclear   power  business.    After   a   favorable   tax
determination regarding the trust fund, Entergy returned $43 million of
the  trust fund to Boston Edison.  Based on cost estimates provided  by
an  outside consultant, Entergy believes that Pilgrim's decommissioning
fund  will  be adequate to cover future decommissioning costs  for  the
Pilgrim plant without any additional deposits to the trust.

       In  the  Texas  retail  jurisdiction,  Entergy  Gulf  States  is
recovering in rates River Bend decommissioning costs that total  $385.2
million,  based  on  a 1996 cost study.  Entergy Gulf  States  included
decommissioning  costs of $513.3 million based on a  1998  cost  update
amount  of  $562.7  million in the PUCT rate review filed  in  November
1998.   The  PUCT ordered that Entergy Gulf States continue funding  at
the   level  based  on  the  1996  study.   In  the  Louisiana   retail
jurisdiction, Entergy Gulf States included decommissioning costs, based
on  the  1996 study, in the LPSC rate reviews filed in May 1996,  1997,
and  1998.   In June 1996, a rate change 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.  In the May 1999 rate review,  Entergy  Gulf
States  included  decommissioning costs based on  the  1998  update  of
$562.7 million.

       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 updated decommissioning
costs  (based  on  the 1994 study) in its pending 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 rate case.

     Entergy periodically reviews and updates estimated decommissioning
costs.  Although Entergy is presently under-recovering for Grand  Gulf,
Waterford  3, and River Bend based on the above estimates, applications
have  been  and will continue to be made to the appropriate  regulatory
authorities to reflect projected decommissioning costs in  rates.   The
amounts recovered in rates are deposited in trust funds and reported at
market  value based upon market quotes or as determined by widely  used
pricing   services.   These  trust  fund  assets  largely  offset   the
accumulated  decommissioning liability that is recorded as  accumulated
depreciation  for  Entergy Arkansas, Entergy Gulf States,  and  Entergy
Louisiana,  and are recorded as deferred credits for System Energy  and
Entergy's non-utility nuclear power business.  The liability associated
with  the trust funds received from Cajun with the transfer of  Cajun's
30%  share  of  River  Bend is also recorded as a  deferred  credit  by
Entergy Gulf States.

      The  cumulative  liabilities and actual decommissioning  expenses
recorded in 1999 by Entergy were as follows:

<TABLE>
<CAPTION>
                      Cumulative                          1999                       Cumulative      
                  Liabilities as of  1999 Trust     Decommissioning              Liabilities as of
                  December 31, 1998   Earnings         Expenses       Other         December 31,
                                           (In Millions)                             
<S>                <C>                <C>         <C>              <C>           <C>
ANO 1 and ANO 2    $       253.4      $   7.6     $        10.7    $    -        $      271.7    
River Bend                 190.3          5.6               7.6         -               203.5    
Waterford 3                 71.9          2.3               8.8         -                83.0    
Grand Gulf 1               107.3          3.2              18.9         -               129.4    
Pilgrim (1)                    -            -               6.8     428.0               434.8    
                   --------------------------------------------------------------------------
                   $       622.9       $ 18.7     $        52.8    $428.0        $    1,122.4    
                   ==========================================================================  
</TABLE>
                                   
     
   (1) The  $428   million   reflected  above  for  Pilgrim  represents
       Entergy's   estimate   of  the  present   value   of   Pilgrim's
       decommissioning liability at the time of Entergy's  purchase  of
       Pilgrim.   Pilgrim's trust earnings are not shown as an increase
       to  its  decommissioning liability because it is not subject  to
       regulatory treatment.

      In 1998 and 1997, ANO's decommissioning expense was $15.6 million
and  $17.3 million, respectively; River Bend's decommissioning  expense
was   $3.4  million  and  $8.9  million,  respectively;  Waterford  3's
decommissioning expense was $8.8 million in both years, and Grand  Gulf
1's  decommissioning  expense was $18.9 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.

      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.
Annual  assessments (in 1999 dollars), which will be adjusted  annually
for  inflation, are for 15 years and are approximately $3.9 million for
Entergy  Arkansas, $1.0 million for Entergy Gulf States,  $1.5  million
for  Entergy Louisiana, and $1.6 million for System Energy.   DOE  fees
are   included  in  other  current  liabilities  and  other  noncurrent
liabilities  and,  as of December 31, 1999, recorded  liabilities  were
$27.0  million  for  Entergy Arkansas, $4.7 million  for  Entergy  Gulf
States,  $10.3  million for Entergy Louisiana, and  $10.0  million  for
System  Energy.   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  during  subsequent  refueling  and  mid-cycle
outages,  including the most recent mid-cycle outage in November  1999.
Turbine modifications were installed in May 1997 to restore most of the
output  lost  due  to steam generator fouling and  tube  plugging.   In
October  1996,  the  Board  authorized  Entergy  Arkansas  and  Entergy
Operations to fabricate and install replacement steam generators at ANO
2.   Entergy  Operations  thereafter entered  into  contracts  for  the
design,  fabrication, and installation of replacement steam generators.
In  December 1998, the APSC issued an order finding replacement of  the
ANO  2  steam  generators is in the public interest.  It is anticipated
that  the steam generators will be installed during a planned refueling
outage  in  September 2000.  Entergy estimates the cost of  fabrication
and  replacement  of  the  steam generators to  be  approximately  $150
million.

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,  1999,  a  remaining provision of $19.1  million  existed
relating  to the clean-up of the remaining sites at which Entergy  Gulf
States has been designated as a PRP.

(Entergy Louisiana and Entergy New Orleans)

     During 1993, the LDEQ issued new rules for solid waste regulation,
including regulation of wastewater impoundments.  Entergy Louisiana and
Entergy  New Orleans have determined that certain of their power  plant
wastewater  impoundments were affected by these  regulations  and  have
chosen  to  upgrade  or close them.  As a result, a remaining  recorded
liability in the amount of $5.9 million for Entergy Louisiana and  $0.5
million  for  Entergy  New Orleans existed at  December  31,  1999  for
wastewater  upgrades and closures.  Completion of this work is  pending
LDEQ approval.

City Franchise Ordinances (Entergy New Orleans)

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

Waterford 3 Lease Obligations (Entergy Louisiana)

      On  September  28,  1989, Entergy Louisiana  entered  into  three
identical   transactions  for  the  sale  and  leaseback  of  undivided
interests  (aggregating approximately 9.3%) in Waterford  3.   In  July
1997,  Entergy  Louisiana caused the lessors to  issue  $307.6  million
aggregate  principal  amount of Waterford 3  Secured  Lease  Obligation
Bonds,  8.76%  Series  due  2017, to refinance  the  outstanding  bonds
originally issued to finance the purchase of the undivided interests by
the  lessors.   The  lease payments were reduced to reflect  the  lower
interest  costs.   Upon  the  occurrence  of  certain  events,  Entergy
Louisiana  may  be obligated to pay amounts sufficient  to  permit  the
termination of the lease transactions and may be required to assume the
outstanding  bonds issued to finance, in part, the lessors' acquisition
of the undivided interests in Waterford 3.

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

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

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  were  rejected in the bankruptcy proceeding.   Collectively,
the  coal  suppliers  and transporters asserted  claims  in  the  Cajun
bankruptcy  case  that  exceeded $1.6 billion.  In  October  1999,  the
bankruptcy  court confirmed a plan of reorganization in the  bankruptcy
case  pursuant  to  a  settlement agreement  among  the  parties.   The
settlement  agreement  and plan of reorganization  effectively  release
Entergy Gulf States from any claims asserted by the coal suppliers  and
transporters for Big Cajun 2.  The settlement agreement is  subject  to
regulatory approvals.

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 for Entergy Arkansas,
$8  million for Entergy Louisiana, $19 million for Entergy Mississippi,
and $10 million for Entergy New Orleans.

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

      Entergy  Arkansas,  Entergy Louisiana, Entergy  Mississippi,  and
Entergy  New  Orleans are individually obligated to  make  payments  or
subordinated  advances  to  System Energy  in  accordance  with  stated
percentages  (Entergy Arkansas-17.1%, Entergy Louisiana-26.9%,  Entergy
Mississippi-31.3%, and Entergy New Orleans-24.7%) in amounts that, when
added  to  amounts  received under the Unit Power  Sales  Agreement  or
otherwise,  are  adequate  to cover all of  System  Energy's  operating
expenses  as  defined, including an amount sufficient to  amortize  the
cost  of Grand Gulf 2 over 27 years. (See Reallocation Agreement  terms
below.)  System Energy has assigned its rights to payments and advances
to  certain  creditors  as  security for  certain  obligations.   Since
commercial  operation of Grand Gulf 1, payments under  the  Unit  Power
Sales   Agreement   have  exceeded  the  amounts  payable   under   the
Availability   Agreement.    Accordingly,   no   payments   under   the
Availability Agreement have ever been required.  If Entergy Arkansas or
Entergy  Mississippi  fails  to make its  Unit  Power  Sales  Agreement
payments,  and  System  Energy is unable to  obtain  funds  from  other
sources, Entergy Louisiana and Entergy New Orleans could become subject
to  claims or demands by System Energy or its creditors for payments or
advances  under the Availability Agreement (or the assignments thereof)
equal  to  the  difference  between their  required  Unit  Power  Sales
Agreement payments and their required Availability Agreement payments.

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

      System  Energy,  Entergy  Arkansas,  Entergy  Louisiana,  Entergy
Mississippi,  and  Entergy New Orleans entered  into  the  Reallocation
Agreement  relating to the sale of capacity and energy from Grand  Gulf
and the related costs, in which Entergy Louisiana, Entergy Mississippi,
and  Entergy  New  Orleans agreed to assume all  of  Entergy  Arkansas'
responsibilities and obligations with respect to Grand Gulf  under  the
Availability Agreement.  FERC's decision allocating a portion of  Grand
Gulf  1  capacity  and  energy  to  Entergy  Arkansas  supersedes   the
Reallocation  Agreement as it relates to Grand Gulf 1.   Responsibility
for  any  Grand  Gulf  2  amortization amounts  has  been  individually
allocated  (Entergy  Louisiana-26.23%, Entergy Mississippi-43.97%,  and
Entergy  New  Orleans-29.80%)  under  the  terms  of  the  Reallocation
Agreement.  However, the Reallocation Agreement does not affect Entergy
Arkansas'  obligation to System Energy's lenders under the  assignments
referred  to  in  the preceding paragraph.  Entergy Arkansas  would  be
liable  for  its  share of such amounts if Entergy  Louisiana,  Entergy
Mississippi,  and  Entergy  New  Orleans  were  unable  to  meet  their
contractual obligations.  No payments of any amortization amounts  will
be  required  so long as amounts paid to System Energy under  the  Unit
Power  Sales  Agreement,  including other  funds  available  to  System
Energy, exceed amounts required under the Availability Agreement, which
is expected to be the case for the foreseeable future.

Reimbursement Agreement (System Energy)

      In  December  1988, System Energy entered into two separate,  but
identical,  arrangements for the sale and leaseback of  an  approximate
aggregate 11.5% ownership interest in Grand Gulf 1.  In connection with
the  equity funding of the sale and leaseback arrangements, letters  of
credit  are required to be maintained to secure certain amounts payable
for  the  benefit  of the equity investors by System Energy  under  the
leases.   The current letters of credit are effective until  March  20,
2003.

      Under  the  provisions of a bank letter of  credit  reimbursement
agreement,  System Energy has agreed to a number of covenants  relating
to  the maintenance of certain capitalization and fixed charge coverage
ratios.   System  Energy agreed, during the term of  the  reimbursement
agreement, to maintain its equity at not less than 33% of its  adjusted
capitalization  (defined  in  the reimbursement  agreement  to  include
certain  amounts not included in capitalization for financial statement
purposes).   In addition, System Energy must maintain, with respect  to
each  fiscal quarter during the term of the reimbursement agreement,  a
ratio  of adjusted net income to interest expense (calculated, in  each
case,  as  specified in the reimbursement agreement) of at  least  1.60
times  earnings.   As  of  December 31, 1999,  System  Energy's  equity
approximated  40.57%  of  its adjusted capitalization,  and  its  fixed
charge coverage ratio for 1999 was 1.92.

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, 1999, 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)
                                                        
2000                         $25,379     $9,645       $11,829
2001                          23,676      9,645        11,853
2002                          19,414      9,645         9,720
2003                          19,414      9,645         9,720
2004                          19,414      9,645         9,720
Years thereafter              39,882     23,034        16,746
                             --------------------------------
Minimum lease payments       147,179     71,259        69,588
Less:  Amount                                                
  Representing interest       48,570     26,067        21,852
                             --------------------------------
Present value of net                                         
  minimum lease payments     $98,609    $45,192       $47,736
                             ================================
                                   
                                   
          
          
                                           Operating Leases

                                        Entergy       Entergy       Entergy
Year                       Entergy     Arkansas     Gulf States    Louisiana
                                                 (In Thousands)
                                                                        
2000                         $88,978      $30,228       $23,322        $8,727
2001                          77,761       29,203        20,453         4,742
2002                          60,338       24,545        16,804         4,160
2003                          43,422       13,082        14,435         2,570
2004                          40,173       12,004        14,031         1,653
Years thereafter             127,346       33,618        40,073         1,973
                            -------------------------------------------------
Minimum lease payments      $438,018     $142,680      $129,118       $23,825
                            =================================================

                                   
        
     Rental expense for Entergy's leases (excluding nuclear fuel leases
and  the  Grand Gulf 1 and Waterford 3 sale and leaseback transactions)
amounted  to  approximately $65.2 million,  $69.4  million,  and  $70.7
million, in 1999, 1998, and 1997, respectively.  These amounts  include
$23.9  million,  $19.4  million, and $19.7 million,  respectively,  for
Entergy  Arkansas;  $19.2 million, $18.1 million,  and  $17.6  million,
respectively,  for  Entergy  Gulf  States;  and  $13.1  million,  $13.3
million,  and  $12.8 million, respectively, for Entergy Louisiana.   In
addition to the above rental expense, Entergy Arkansas and Entergy Gulf
States  railcar  operating lease payments, which are recorded  in  fuel
expense,  amounted  to approximately $13.7 million  and  $2.7  million,
respectively, in 1999, 1998, and 1997.  The railcar lease payments  are
recorded as fuel expense in accordance with regulatory treatment.

Nuclear  Fuel  Leases  (Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana, System Energy)

      As  of  December 31, 1999, Entergy Arkansas, Entergy Gulf States,
Entergy  Louisiana,  and System Energy each had arrangements  to  lease
nuclear  fuel  in an aggregate amount up to $135 million, $85  million,
$90  million, and $100 million, respectively. As of December 31,  1999,
the  unrecovered cost base of Entergy Arkansas', Entergy Gulf  States',
Entergy  Louisiana's, and System Energy's nuclear fuel leases  amounted
to  approximately $85.7 million, $70.8 million, $51.9 million, and  $78
million,  respectively.   The  lessors  finance  the  acquisition   and
ownership of nuclear fuel through credit agreements and the issuance of
intermediate-term  notes.  The credit agreements for Entergy  Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  and  System  Energy   have
termination  dates of December 2000, December 2000, January  2002,  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  March 15,  2002.   It  is  expected  that
additional  financing under the leases will be arranged  as  needed  to
acquire  additional  fuel, to pay interest, and to pay  maturing  debt.
However, if such additional financing cannot be arranged, the lessee in
each  case must repurchase sufficient nuclear fuel to allow the  lessor
to meet its obligations.

      Lease  payments are based on nuclear fuel use.  The  table  below
represents  the  total  nuclear  fuel  lease  payments  (principal  and
interest)  as  well  as  the  separate interest  component  charged  to
operations by the domestic utility companies and System Energy in 1999,
1998, and 1997:


<TABLE>
<CAPTION>

                             1999                 1998                   1997       
                        Lease                Lease                 Lease     
                     Payments   Interest  Payments   Interest   Payments  Interest
                                              (In Millions)
<S>                     <C>         <C>      <C>         <C>       <C>        <C>
Entergy Arkansas        $48.6       $5.6     $50.5       $4.9      $53.7      $6.4
Entergy Gulf States      31.4        1.8      36.1        3.1       25.7       3.2
Entergy Louisiana        29.7        3.7      36.8        3.9       29.4       3.7
System Energy            28.1        3.4      35.4        4.7       41.1       5.4
                       -----------------------------------------------------------
Total                  $137.8      $14.5    $158.8      $16.6     $149.9     $18.7
                       ===========================================================

</TABLE>

   
Sale and Leaseback Transactions

Waterford 3 Lease Obligations (Entergy Louisiana)

      In  1989,  Entergy Louisiana sold and leased  back  9.3%  of  its
interest  in Waterford 3 for the aggregate sum of $353.6 million.   The
lease  has  an approximate term of 28 years.  The lessors financed  the
sale-leaseback  through  the  issuance of  Waterford  3  Secured  Lease
Obligation  Bonds.   The lease payments made by Entergy  Louisiana  are
sufficient to service the debt.

      In  1994,  Entergy  Louisiana did  not  exercise  its  option  to
repurchase  the  9.3% interest in Waterford 3.  As  a  result,  Entergy
Louisiana issued $208.2 million of non-interest bearing first  mortgage
bonds  as collateral for the equity portion of certain amounts  payable
under the lease.

      In  1997,  the lessors refinanced the outstanding bonds  used  to
finance  the  purchase  of Waterford 3 at lower  interest  rates  which
reduced the annual lease payments.

     Upon  the occurrence of certain events, Entergy Louisiana  may  be
obligated to assume the outstanding bonds used to finance the  purchase
of  the unit and to pay an amount sufficient to withdraw from the lease
transaction.   Such events include lease events of default,  events  of
loss,  deemed  loss  events,  or certain  adverse  "Financial  Events."
"Financial  Events"  include, among other things,  failure  by  Entergy
Louisiana,  following the expiration of any applicable  grace  or  cure
period,  to  maintain  (i)  total equity capital  (including  preferred
stock)  at  least equal to 30% of adjusted capitalization,  or  (ii)  a
fixed  charge coverage ratio of at least 1.50 computed on a rolling  12
month basis.

     As  of December 31, 1999, Entergy Louisiana's total equity capital
(including  preferred stock) was 48.1% of adjusted  capitalization  and
its fixed charge coverage ratio for 1999 was 3.49.

      As  of  December 31, 1999, 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):

2000                                             $    42,573
2001                                                  40,909
2002                                                  39,246
2003                                                  59,709
2004                                                  31,739
Years thereafter                                     440,690
                                                  ----------
Total                                                654,866
Less: Amount representing interest                   324,560
                                                  ----------
Present value of net minimum lease payments       $  330,306
                                                  ==========

             
Grand Gulf 1 Lease Obligations (System Energy)

      In December 1988, System Energy sold and leased back 11.5% of its
undivided ownership interest in Grand Gulf 1 for the aggregate  sum  of
$500 million.  Subsequently, System Energy leased back its interest  in
the  unit  for a term of 26 1/2 years.  System Energy has the option of
terminating the lease and repurchasing the 11.5% interest in  the  unit
at  certain intervals during the lease.  Furthermore, at the end of the
lease  term,  System  Energy has the option of renewing  the  lease  or
repurchasing the 11.5% interest in Grand Gulf 1.

      System  Energy  is  required to report the  sale-leaseback  as  a
financing  transaction  in  its financial  statements.   For  financial
reporting purposes, System Energy expenses the interest portion of  the
lease  obligation  and  the  plant  depreciation.   However,  operating
revenues  include  the  recovery  of the  lease  payments  because  the
transactions  are accounted for as a sale and leaseback for  ratemaking
purposes.  Until 2004,  the total of interest and depreciation  expense
exceeds  the  corresponding  revenues  realized.   Consistent  with   a
recommendation contained in a FERC audit report, System Energy recorded
as  a  net  deferred asset the difference between the recovery  of  the
lease  payments and the amounts expensed for interest and  depreciation
and  is  recording this difference as a deferred asset  on  an  ongoing
basis.  The amount of this deferred asset was $104.5 million and  $85.9
million as of December 31, 1999 and 1998, respectively.

      As  of December 31, 1999, 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):

2000                                             $    42,753
2001                                                  46,803
2002                                                  53,827
2003                                                  48,524
2004                                                  36,133
Years thereafter                                     574,782
                                                  ----------
Total                                                802,822
Less: Amount representing interest                   337,342
                                                  ----------
Present value of net minimum lease payments       $  465,480
                                                  ==========          


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

Pension Plans

     Entergy has 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 1999, 1998, and 1997 pension cost of Entergy Corporation and
its subsidiaries, including amounts capitalized, included the following
components (in thousands):

                1999                         Entergy    Entergy   
                                  Entergy    Arkansas  Gulf States

Service cost - benefits earned                                   
  during the period                 $39,327     $8,723     $6,531
Interest cost on projected                                     
  benefit obligation                104,591     29,457     24,757
Expected return on assets          (130,535)   (34,784)   (37,170)
Amortization of transition asset     (9,740)    (2,336)    (2,387)
Amortization of prior service cost   11,362      1,227      1,434
                                 --------------------------------
Net pension cost (income)           $15,005     $2,287    ($6,835)
                                 ================================



                1999           Entergy     Entergy      Entergy     System
                              Louisiana  Mississippi  New Orleans   Energy

Service cost - benefits earned                                
  during the period             $4,948       $2,278        $997     $2,334
Interest cost on projected                                   
  benefit obligation            17,950       10,810       3,296      3,017
Expected return on assets      (25,629)     (13,815)     (2,601)    (3,738)
Amortization of transition
  asset                         (2,808)      (1,250)       (195)      (482)
Amortization of prior service
  cost                             558          480         165         64
                               -------------------------------------------
Net pension cost (income)      ($4,981)     ($1,497)     $1,662     $1,195
                               ===========================================


<PAGE>

<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)     (2,083)    (3,979)
Amortization of transition asset          (9,740)    (2,336)    (2,387)    (2,808)      (1,250)       (195)      (597)
Amortization of prior service cost        11,459      1,227      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>

      The  funded  status  of Entergy's various  pension  plans  as  of
December 31, 1999 and 1998 was (in thousands):

               1999                               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 1/1/99                    $1,553,251    $435,638    $377,288    $261,858    $158,778     $47,881    $44,876
Service cost                             39,327       8,723       6,531       4,948       2,277         997      2,334
Interest cost                           104,591      29,457      24,757      17,950      10,810       3,296      3,017
Actuarial (gain)/loss                  (126,715)    (25,915)    (35,000)    (11,638)     (9,038)     (4,663)    (6,294)
Benefits paid                           (80,580)    (23,349)    (25,359)    (16,169)     (9,565)     (1,469)      (671)
Acquisition of subsidiary                 9,727           -           -           -           -           -          -
                                      --------------------------------------------------------------------------------
Balance at 12/31/99                  $1,499,601    $424,554    $348,217    $256,949    $153,262     $46,042    $43,262
                                      --------------------------------------------------------------------------------
                                                                                                                      
Change in Plan Assets                                                                                                 
Fair value of assets at 1/1/99       $1,791,192    $473,353    $513,365    $356,663    $192,438     $28,927    $48,910
Actual return on plan assets            241,460      68,258      74,249      49,260      24,602       2,668      8,203
Employer contributions                   13,106           -       1,343           -           -       1,244          -
Benefits paid                           (80,580)    (23,349)    (25,360)    (16,168)     (9,565)     (1,469)      (671)
                                      --------------------------------------------------------------------------------
Fair value of assets at 12/31/99     $1,965,178    $518,262    $563,597    $389,755    $207,475     $31,370    $56,442
                                      --------------------------------------------------------------------------------
                                                                                                                      
Funded status                          $465,577     $93,708    $215,380    $132,806     $54,213    ($14,672)   $13,180
Unrecognized transition asset           (17,446)     (4,671)     (2,387)     (5,615)     (2,501)       (180)    (2,829)
Unrecognized prior service cost          30,092      11,203       9,780       4,238       3,455       1,282        696
Unrecognized net (gain)/loss           (483,741)   (122,663)   (250,266)   (122,806)    (53,747)      7,776    (16,495)
                                      --------------------------------------------------------------------------------
Prepaid/(accrued) pension cost          ($5,518)   ($22,423)   ($27,493)     $8,623      $1,420     ($5,794)   ($5,448)
                                      ================================================================================

</TABLE>


<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    $35,770
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 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    $44,876
                                      -----------------------------------------------------------------------------------
                                                                                                                         
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    $40,917
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    $48,910
                                      -----------------------------------------------------------------------------------
                                                                                                                         
Funded status                            $237,941    $37,715      $136,077    $94,805     $33,660     ($18,954)    $4,034
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     (6,141)
                                      -----------------------------------------------------------------------------------
Prepaid/(accrued) pension cost             $6,110   ($20,137)     ($35,671)    $3,642        ($77)     ($5,376)   ($5,263)
                                      ===================================================================================


</TABLE>

*  Reflects the disposition of London Electricity and Citpower effective 
   in December 1998.


Other Postretirement Benefits

      Entergy also provides health care and life insurance benefits for
retired  employees.   Substantially all domestic employees  may  become
eligible  for these benefits if they reach retirement age  while  still
working for Entergy.

      Effective  January  1,  1993, Entergy  adopted  SFAS  106,  which
required a change from a cash method to an accrual method of accounting
for  postretirement benefits other than pensions. At January  1,  1993,
the   actuarially   determined   accumulated   postretirement   benefit
obligation (APBO) earned by retirees and active employees was estimated
to  be approximately $241.4 million 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 which began
in 1993.

      Entergy Arkansas, the portion of Entergy Gulf States regulated by
the  PUCT,  Entergy Mississippi, and Entergy New Orleans have  received
regulatory  approval to recover SFAS 106 costs through rates.   Entergy
Arkansas began recovery in 1998, pursuant to an APSC order.  This order
also   allowed   Entergy  Arkansas  to  amortize  a  regulatory   asset
(representing   the  difference  between  SFAS  106  costs   and   cash
expenditures for other postretirement benefits incurred for a five-year
period  that began January 1, 1993) over a period of 15 years beginning
in January 1998.

      The LPSC ordered the portion of Entergy Gulf States regulated  by
the LPSC and Entergy Louisiana to continue the use of the pay-as-you-go
method  for ratemaking purposes for postretirement benefits other  than
pensions.   However,  the  LPSC  retains  the  flexibility  to  examine
individual   companies'  accounting  for  postretirement  benefits   to
determine if special exceptions to this order are warranted.

      Pursuant  to  regulatory  directives, Entergy  Arkansas,  Entergy
Mississippi,  Entergy New Orleans, the portion of Entergy  Gulf  States
regulated  by  the PUCT, and System Energy fund postretirement  benefit
obligations collected in rates.  System Energy is funding on behalf  of
Entergy  Operations postretirement benefits associated with Grand  Gulf
1.   Entergy  Louisiana and Entergy Gulf States continue to  recover  a
portion  of these benefits regulated by the LPSC and FERC on a  pay-as-
you-go  basis.  The assets of the various postretirement benefit  plans
other than pensions include common stocks, fixed-income securities, and
a money market fund.

     Total 1999, 1998, and 1997 postretirement benefit costs of Entergy
Corporation  and  its subsidiaries, including amounts  capitalized  and
deferred, included the following components (in thousands):

<TABLE>
<CAPTION>

                 1999                                 Entergy      Entergy      Entergy     Entergy       Entergy      System
                                           Entergy    Arkansas   Gulf States   Louisiana  Mississippi   New Orleans    Energy
<S>                                        <C>         <C>           <C>         <C>          <C>           <C>         <C>
Service cost - benefits earned                                                                                               
  during the period                        $16,950     $3,952        $3,227      $2,140       $1,009          $512       $982
Interest cost on APBO                       29,467      6,596         8,206       4,234        2,167         2,699        631
Expected return on assets                   (8,208)    (1,309)       (2,980)          -       (1,634)       (1,425)      (522)
Amortization of transition obligation       17,874      3,954         5,803       2,971        1,502         2,678        222
Amortization of prior service cost              44         -             44           -            -             -         -
Recognized net (gain)                       (1,452)        -           (393)       (227)         (69)         (616)        (8)
                                           ----------------------------------------------------------------------------------
Net postretirement benefit cost            $54,675    $13,193       $13,907      $9,118       $2,975        $3,848     $1,305
                                           ==================================================================================
</TABLE>


<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)                     (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 transistion 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>

     The funded status of Entergy's postretirement plans as of December
31, 1999 and 1998 was (in thousands):

<TABLE>
<CAPTION>

1999                                                 Entergy     Entergy      Entergy      Entergy      Entergy      System
                                         Entergy     Arkansas    Gulf States  Louisiana    Mississippi  New Orleans  Energy
<S>                                      <C>         <C>         <C>          <C>         <C>         <C>         <C>
Change in APBO                                                                                                       
Balance at 1/1/99                        $444,509    $101,856    $124,431      $63,449      $32,404      $40,838      $9,087
Service cost                               16,950       3,952       3,227        2,140        1,009          512         982
Interest cost                              29,467       6,596       8,206        4,234        2,167        2,699         631
Actuarial (gain)                          (40,202)    (10,375)    (10,287)      (4,924)      (2,131)      (2,098)       (882)
Benefits paid                             (25,881)     (6,373)     (7,282)      (3,743)      (2,316)      (3,588)       (272)
Acquisition of subsidiary                   4,929           -           -            -            -            -           -
                                         -----------------------------------------------------------------------------------
Balance at 12/31/99                      $429,772     $95,656    $118,295      $61,156      $31,133      $38,363      $9,546
                                         -----------------------------------------------------------------------------------
                                                                                                                     
Change in Plan Assets                                                                                                
Fair value of assets at 1/1/99            $89,579     $11,774     $31,510      $     -      $18,759      $20,380      $7,156
Actual return on plan assets                7,134       1,278       3,403            -          150        1,476         548
Employer contributions                     43,576      15,526      11,414        3,743        3,021        5,448       2,117
Benefits paid                             (25,881)     (6,373)     (7,282)      (3,743)      (2,316)      (3,588)       (272)
Acquisition of subsidiary                   5,800           -           -            -            -            -           -
                                         -----------------------------------------------------------------------------------
Fair value of assets at 12/31/99         $120,208     $22,205     $39,045      $     -      $19,614      $23,716      $9,549
                                         -----------------------------------------------------------------------------------
                                                                                                                     
Funded status                           ($309,564)   ($73,451)   ($79,250)    ($61,156)    ($11,519)    ($14,647)         $3
Unrecognized transition obligation        149,141      51,390      75,444       38,633       19,525       34,827       2,893
Unrecognized prior service cost               335           -         335            -            -            -           -
Unrecognized net (gain)                   (19,374)     (6,941)    (24,503)     (12,048)      (5,117)     (13,870)     (3,653)
                                         -----------------------------------------------------------------------------------
Prepaid/(accrued) postretirement benefit                                                                             
asset/(liability)                       ($179,462)   ($29,002)   ($27,974)    ($34,571)      $2,889       $6,310       ($757)
                                         ===================================================================================
                                     

</TABLE>


<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     $8,483
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
Actuarial (gain)/loss                         1,322       8,005      (15,007)     (3,698)      (1,545)      (2,589)      (573)
Benefits paid                               (27,096)     (7,090)      (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     $9,087
                                         ------------------------------------------------------------------------------------
                                                                                                                             
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)   ($1,931)
Unrecognized transition obligation          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)    (3,308)
                                         ------------------------------------------------------------------------------------
Prepaid/(accrued) postretirement benefit                                                                                     
asset/(liability)                         ($169,234)   ($31,335)    ($25,481)   ($29,196)      $2,843       $4,710    ($1,569)
                                         ====================================================================================
     
</TABLE>
     
     The assumed health care cost trend rate used in measuring the APBO
of Entergy was 5.5% for 2000, gradually decreasing each successive year
until  it  reaches  5.0%  in 2005 and beyond.  A  one  percentage-point
change  in the assumed health care cost trend rate for 1999 would  have
the following effects (in thousands):

<TABLE>
<CAPTION>

                                                  
                             1 Percentage Point Increase           1 Percentage Point Decrease
                                         Increase in the sum                  Decrease in the sum
                         Increase in the    of service cost   Decrease in the   of service cost
        1999                  APBO         and interest cost        APBO       and interest cost
<S>                          <C>                 <C>            <C>                  <C>
Entergy                      $34,514             $5,284         ($29,203)            ($4,356)
Entergy Arkansas              $7,379             $1,156          ($6,261)              ($955)
Entergy Gulf States          $10,041             $1,281          ($8,520)            ($1,064)
Entergy Louisiana             $4,450               $657          ($3,782)              ($544)
Entergy Mississippi           $2,284               $319          ($1,940)              ($263)
Entergy New Orleans           $2,329               $249          ($2,012)              ($211)
System Energy                 $1,021               $233            ($845)              ($189)


</TABLE>

The  significant actuarial assumptions used in determining the  pension
PBO and the SFAS 106 APBO for 1999, 1998, and 1997 were as follows:

                                             1999      1998     1997
                                                                  
     Weighted-average discount rate          7.5%     6.75%    7.25%
     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%
                                                                  

Entergy's  pension  transition  assets are  being  amortized  over  the
greater  of the remaining service period of active participants  or  15
years and its SFAS 106 transition obligations are being amortized  over
20 years.


NOTE 12.  DISPOSITIONS AND ACQUISITIONS (Entergy Corporation)

Business Dispositions

      As  part  of the new strategic plan adopted by Entergy in  August
1998,  Entergy  sold  several  businesses during  1998,  including  the
following:

                    Business                   Pre-tax Gain (Loss)
                                                     on Sale
                                                  (In Millions)
                                                        
                  London Electricity                  $327
                  CitiPower (a)                         38
                  Efficient Solutions, Inc.            (69)

(a)  The gain on the CitiPower sale reflects a $7.6 million favorable
     adjustment to the final sale price in January 1999.

      In  keeping with this plan, in January 1999, Entergy disposed  of
its security monitoring subsidiary, Entergy Security, Inc. at a minimal
gain.  Several telecommunication businesses were sold in June, also  at
small gains.

      The  results  of operations of these businesses are  included  in
Entergy's  Consolidated Statements of Income through  their  respective
dates  of sale.  Gains and losses arising from sales of businesses  are
included in "Other Income (Deductions), Gain on sale of assets  -  net"
in that statement.
     
Asset Acquisition

      On  July  13, 1999, Entergy's non-utility nuclear power  business
acquired  the  670  MW  Pilgrim Nuclear Station  located  in  Plymouth,
Massachusetts from Boston Edison.  The acquisition included the  plant,
real  estate,  materials and supplies, and nuclear fuel,  for  a  total
purchase  price of $81 million.  The purchase price was funded  with  a
portion of the proceeds from the sales of non-regulated businesses.  As
part  of  the  Pilgrim purchase, Boston Edison funded  a  $471  million
decommissioning  trust  fund,  which  was  transferred  to  an  Entergy
subsidiary.  Based on a favorable tax determination regarding the trust
fund, Entergy returned $43 million of the trust fund to Boston Edison.


NOTE 13.  TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf
States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
and System Energy)

      The  domestic utility companies purchase electricity from  and/or
sell  electricity  to  the  other domestic  utility  companies,  System
Energy, and Entergy Power (in the case of Entergy Arkansas) under  rate
schedules filed with FERC.  In addition, the domestic utility companies
and  System Energy purchase fuel from System Fuels; receive management,
technical,  advisory,  operating,  and  administrative  services   from
Entergy  Services;  and  receive management, technical,  and  operating
services  from Entergy Operations.  Pursuant to SEC rules under  PUHCA,
these transactions normally are on an "at cost" basis.

      As described in Note 1 to the financial statements, all of System
Energy's  operating revenues consist of billings to  Entergy  Arkansas,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

      The tables below contain the various affiliate transactions among
the domestic utility companies and System Entergy (in millions).
                         
                         Intercompany Revenues
                                   
        Entergy    Entergy      Entergy     Entergy      Entergy      System
       Arkansas  Gulf States   Louisiana  Mississippi  New Orleans    Energy
                                                                                
1999    $189.2      $38.4        $27.3       $68.3        $14.2       $620.0
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
                                   
                    Intercompany Operating Expenses
       Entergy     Entergy      Entergy     Entergy      Entergy     System
       Arkansas  Gulf States   Louisiana  Mississippi  New Orleans   Energy
         (1)
                                                                                
1999    $357.5      $436.7      $294.3       $315.6       $182.5      $36.2
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

(1)Includes  $15.8  million in 1999, $18.8 million in 1998,  and  $16.5
   million in 1997 for power purchased from Entergy Power.
                                   
      Operating Expenses Paid or Reimbursed to Entergy Operations
                                   
                      Entergy     Entergy      Entergy   System
                     Arkansas   Gulf  States  Louisiana  Energy
                                                         
              1999    $179.2       $110.9      $113.8      $64.9
              1998    $167.5       $114.2      $125.0      $62.8
              1997    $162.1       $ 63.5      $133.3      $64.7


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, 1999 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  operating  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                                                             
                                Utility and  Marketing                                                           
                                  System        and       Entergy                                                
                                  Energy     Trading*     London*  CitiPower*   All Other*   Eliminations  Consolidated
1999                                                                                                              
<S>                              <C>         <C>        <C>         <C>          <C>              <C>          <C>
Operating Revenues               $6,414,623  $2,249,274 $       -   $        -   $143,146         ($33,815)    $8,773,228
                                 ----------------------------------------------------------------------------------------
Operating Expenses:                                                                                                     
  Fuel & gas purch. for resale    1,672,075     411,519          -           -          -             (719)     2,082,875
  Purchased power                   693,202   1,771,128          -           -          -          (21,846)     2,442,484
  Nuclear refueling outages          76,057           -          -           -          -                -         76,057
  Other operation & maint.        1,405,208      66,383          -           -    247,250          (13,296)     1,705,545
  Deprec, amort. & decomm.          732,182       5,212          -           -      7,475                -        744,869
  Taxes other than income           334,834         682          -           -      3,768                -        339,284
  Other regulatory charges            8,113           -          -           -          -                -          8,113
  Amort. of rate deferrals          122,347           -          -           -          -                -        122,347
                                 ----------------------------------------------------------------------------------------
    Total operating expenses      5,044,018   2,254,924          -           -    258,493          (35,861)     7,521,574
                                 ----------------------------------------------------------------------------------------
Operating Income (Loss)           1,370,605      (5,650)         -           -   (115,347)           2,046      1,251,654
Other Income                         70,911       3,937          -           -    186,378           (5,586)       255,640
Interest Charges                    536,543       2,006          -           -     20,592           (3,540)       555,601
                                 ----------------------------------------------------------------------------------------
Income Before Income Taxes          904,973      (3,719)         -           -     50,439                -        951,693
Income Taxes                        351,448      (3,228)         -           -      8,447                -        356,667
                                 ----------------------------------------------------------------------------------------
Net Income (Loss)                  $553,525       ($491) $       -   $       -    $41,992       $        -       $595,026
                                 ========================================================================================

Total assets                    $18,956,750    $460,063  $       -   $       - $3,762,115       $ (193,841)   $22,985,087


1998                                                                                                              
Operating Revenues               $6,310,543  $2,854,980 $1,911,875    $303,245   $150,297         ($36,168)   $11,494,772
                                 ----------------------------------------------------------------------------------------
Operating Expenses:                                                                                                     
  Fuel & gas purch. for resale    1,547,413     160,135          -           -          -           (1,520)     1,706,028
  Purchased power                   614,964   2,674,807  1,218,534     101,407          -          (24,268)     4,585,444
  Nuclear refueling outages          83,885           -          -           -          -                -         83,885
  Other operation & maint.        1,336,881      45,247    298,748      71,603    247,720          (12,159)     1,988,040
  Deprec, amort. & decomm.          763,818       5,058    126,586      28,444     61,023                -        984,929
  Taxes other than income           340,612         997          -      18,226      2,318                -        362,153
  Other regulatory charges           35,136           -          -           -          -                -         35,136
  Amort. of rate deferrals          237,302           -          -           -          -                -        237,302
                                 ----------------------------------------------------------------------------------------
    Total operating expenses      4,960,011   2,886,244  1,643,868     219,680    311,061          (37,947)     9,982,917
                                 ----------------------------------------------------------------------------------------
Operating Income (Loss)           1,350,532     (31,264)   268,007      83,565   (160,764)           1,779      1,511,855
Other Income                         58,196       7,630     36,810         124    272,865           (2,601)       373,024
Interest Charges                    548,299         122    182,479      80,586     21,851             (822)       832,515
                                 ----------------------------------------------------------------------------------------
Income Before Income Taxes          860,429     (23,756)   122,338       3,103     90,250                -      1,052,364
Income Taxes                        331,931      (8,216)     4,589           -    (61,569)               -        266,735
                                 ----------------------------------------------------------------------------------------
Net Income (Loss)                  $528,498    ($15,540)  $117,749      $3,103   $151,819      $         -       $785,629
                                 ========================================================================================
Total assets                    $19,727,666    $359,626  $       -   $       - $2,783,732       $  (34,330)   $22,836,694



                                 Domestic      Power                                                             
                                Utility and  Marketing                                                           
                                  System        and       Entergy                                                
                                  Energy     Trading*     London*   CitiPower*   All Other*  Eliminations  Consolidated
                                                                                                                 
1997                                                                                                             
Operating Revenues               $6,731,872    $493,102 $1,847,042    $342,959      $180,360     ($56,409)   $9,538,926
                                 --------------------------------------------------------------------------------------
Operating Expenses:                                                                                                    
  Fuel & gas purch. for resale    1,634,887      42,154          -           -             -            -     1,677,041
  Purchased power                   605,634     390,125  1,222,034     129,744             -      (28,726)    2,318,811
  Nuclear refueling outages          73,857           -          -           -             -            -        73,857
  Other operation & maint.        1,279,112      35,003    316,833      54,516       207,342       (6,657)    1,886,149
  Deprec, amort. & decomm.          765,597       4,789    121,365      32,702        55,555            -       980,008
  Taxes other than income           326,352         938          -      35,653         2,496            -       365,439
  Other regulatory credits          (18,545)          -          -           -             -            -       (18,545)
  Amort. of rate deferrals          421,803           -          -           -             -            -       421,803
                                 --------------------------------------------------------------------------------------
    Total operating expenses      5,088,697     473,009  1,660,232     252,615       265,393      (35,383)    7,704,563
                                 --------------------------------------------------------------------------------------
Operating Income (Loss)           1,643,175      20,093    186,810      90,344       (85,033)     (21,026)    1,834,363
Other Income (Deductions)          (245,439)      2,476     21,525          45         2,517       19,025      (199,851)
Interest Charges                    583,613          91    178,647      69,011        32,911       (2,001)      862,272
                                 --------------------------------------------------------------------------------------
Income Before Income Taxes          814,123      22,478     29,688      21,378      (115,427)           -       772,240
Income Taxes                        296,432       8,318    177,023      22,924       (33,356)           -       471,341
                                 --------------------------------------------------------------------------------------
Net Income (Loss)                  $517,691     $14,160  ($147,335)    ($1,546)     ($82,071) $         -      $300,899
                                 ======================================================================================
Total assets                    $20,114,594    $354,694 $4,403,625  $1,068,564    $1,093,783   $  (34,560)  $27,000,700

</TABLE>


Businesses   marked  with  *  are  referred  to  as  the   "competitive
businesses,"  with  the  exception  of  the  parent  company,   Entergy
Corporation, which is also included in the "All Other" column.  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  non-utility nuclear power operations and  management.
Other business activities principally include the gains on the sales of
businesses.  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'  Income
Statements.

Geographic areas

     For the years ended December 31, 1999, 1998, and 1997, 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):

                                1999         1998         1997
                                                      
              Domestic      $14,590,346  $14,863,488  $15,228,107
              Foreign           910,408      465,094    2,904,721
                            -----------  -----------  -----------
              Consolidated  $15,500,754  $15,328,582  $18,132,828
                            ===========  ===========  ===========

NOTE 15.  RISK MANAGEMENT AND FAIR VALUES (Entergy Corporation)

Commodity Derivatives

     Entergy uses a variety of commodity derivatives, including natural
gas  and electricity futures, forwards, and options, as a part  of  its
overall risk management strategy.

     The power marketing and trading business engages in the trading of
commodity  instruments and, therefore, experiences net open  positions.
The  business  manages  open positions with  policies  that  limit  its
exposure  to  market risk and require daily reporting to management  of
potential financial exposure.  These policies include statistical  risk
tolerance limits using historical price movements to calculate a  value
at  risk  measurement.   The weighted-average  life  of  the  business'
commodity risk portfolio was less than 18 months at December  31,  1999
and less than 12 months at December 31, 1998.

      At  December 31, 1999 and 1998, the power marketing  and  trading
business  had  outstanding  absolute notional  contract  quantities  as
follows  (power  volumes in thousands of megawatt  hours,  natural  gas
volumes in thousands of British thermal units):

                                         1999       1998
           Energy Commodities:                    
            Power                        9,627      33,682
            Natural gas                728,560   1,209,791

     Market  risk  is  the potential loss that Entergy may  incur  as  a
result of changes in the market or fair value of a particular instrument
or   commodity.    All  financial  and  commodity-related   instruments,
including  derivatives, are subject to market risk.  Entergy's  exposure
to market risk is determined by a number of factors, including the size,
duration, composition, and diversification of positions held, as well as
market  volatility and liquidity.  For instruments such as options,  the
time   period  during  which  the  option  may  be  exercised  and   the
relationship  between  the  current  market  price  of  the   underlying
instrument  and the option's contractual strike or exercise  price  also
affect   the  level  of  market  risk.   The  most  significant   factor
influencing the overall level of market risk to which Entergy is exposed
is its use of hedging techniques to mitigate such risk.  Entergy manages
market   risk  by  actively  monitoring  compliance  with  stated   risk
management  policies  as  well as monitoring the  effectiveness  of  its
hedging  policies  and strategies.  Entergy's risk  management  policies
limit  the amount of total net exposure and rolling net exposure  during
the  stated periods.  These policies, including related risk limits, are
regularly  assessed  to  ensure  their appropriateness  given  Entergy's
objectives.

     The  New York Mercantile Exchange (Exchange) guarantees futures and
option  contracts  traded on the Exchange and there  is  nominal  credit
risk.  On all other transactions described above, Entergy is exposed  to
credit  risk in the event of nonperformance by the counterparties.   For
each  counterparty,  Entergy analyzes the financial condition  prior  to
entering into an agreement, establishes credit limits, and monitors  the
appropriateness  of  these  limits  on  an  ongoing  basis.    In   some
circumstances,   Entergy  requires  letters  of   credit   or   parental
guarantees.  Entergy also uses netting arrangements whenever possible to
mitigate  Entergy's exposure to counterparty risk.  Netting arrangements
enable Entergy to net certain assets and liabilities by counterparty.

     The  change in market value of Exchange-traded futures and  options
contracts  requires  daily  cash  settlement  in  margin  accounts  with
brokers.  Swap contracts and most other over-the-counter instruments are
generally  settled at the expiration of the contract  term  and  may  be
subject to margin requirements with the counterparty.

     Entergy's  principal  markets for power and natural  gas  marketing
services  are utilities and industrial end-users located throughout  the
United States and the UK.  The power marketing and trading business  has
a concentration of receivables due from those customers.  These industry
concentrations  may  affect the power marketing  and  trading  business'
overall credit risk, either positively or negatively, in that changes in
economic, industry, regulatory, or other conditions may similarly affect
certain  customers.  Trade receivables are generally not collateralized.
However, Entergy analyzes customers' credit positions prior to extending
credit,  establishes credit limits, and monitors the appropriateness  of
these limits on an ongoing basis.

Fair Values

Commodity Instruments

      Fair  value estimates of the power marketing and trading business'
commodity  instruments  are made at discrete points  in  time  based  on
relevant  market  information.  These estimates  may  be  subjective  in
nature  and  involve uncertainties and matters of significant  judgment;
therefore, actual results may differ from these estimates.  At  December
31,  1999  and 1998, the fair values of the power marketing and  trading
business'  energy-related commodity contracts used for trading  purposes
were as follows:

                                   1999                    1998
                            Assets    Liabilities    Assets   Liabilities
                                         (In Thousands)
    Commodity Instruments:                                     
     Natural Gas            $43,542    $39,361      $150,130   $150,311
     Electricity           $185,575   $130,209      $147,363   $119,891

Financial Instruments

      The  estimated  fair value of Entergy's financial instruments  is
determined  using  bid  prices  reported  by  dealer  markets  and   by
nationally  recognized investment banking firms.   The  estimated  fair
value of derivative financial instruments is based on market quotes  of
the  applicable interest rates.  Considerable judgment is  required  in
developing the estimates of fair value.  Therefore, estimates  are  not
necessarily indicative of the amounts that Entergy could realize  in  a
current  market  exchange.  In addition, gains or  losses  realized  on
financial instruments held by regulated businesses may be reflected  in
future rates and therefore do not accrue to the benefit or detriment of
stockholders.

      Entergy  considers the carrying amounts of 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 and their fair values is included in Notes 4, 5, 6,  and  7
to the financial statements.

NOTE  16.   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
1999 and 1998 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>
1999:                                                                                   
  First Quarter     $1,639,922   $311,969  $423,819   $352,135   $182,443   $106,056   $140,617
  Second Quarter     2,316,404    387,191   546,543    505,601    194,637    121,287    159,505
  Third Quarter      3,064,535    488,801   676,076    576,956    267,159    163,140    163,801
  Fourth Quarter     1,752,367    353,933   480,770    371,902    188,580    117,305    156,109
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

Operating Income
                                 Entergy    Entergy   Entergy    Entergy      Entergy   System
                     Entergy    Arkansas Gulf States Louisiana Mississippi New Orleans  Energy
                                                 (In Thousands)
1999:                                                                                  
  First Quarter     $203,435    $ 32,160   $61,032    $65,989    $12,220    $   749   $53,837
  Second Quarter     363,951      60,212    61,586    179,278     20,630     22,089    68,695
  Third Quarter      597,595     113,570   160,784    172,052     42,519     28,622    71,199
  Fourth Quarter      86,673     (10,541)   37,596      2,823     12,716     (8,924)   69,705
1998:                                                                                  
  First Quarter     $285,507    $ 27,254   $63,661    $55,222    $15,382    $ 1,891   $71,959
  Second Quarter     472,710      83,837    31,530    114,540     55,721     15,468    72,177
  Third Quarter      590,673     140,837   166,403    164,393     54,028     20,210    68,772
  Fourth Quarter     162,965       2,887   (25,940)    68,726       (571)     1,490    69,735

Net Income (Loss)
                                 Entergy    Entergy   Entergy    Entergy      Entergy   System
                     Entergy    Arkansas Gulf States Louisiana Mississippi New Orleans  Energy
                                    (In Thousands)
1999:                                                                                    
  First Quarter     $ 72,906    $ 11,011    $ 13,437    $ 21,487  $3,015     $(1,535)   $   700
  Second Quarter     209,758      28,929      17,022      93,371   8,222      11,695     29,483
  Third Quarter      296,158      58,021      80,921      88,680  23,212      15,581     24,042
  Fourth Quarter      16,204     (28,648)     13,620     (11,768)  7,139      (6,780)    28,147
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  29,514       6,577     24,779
  Third Quarter      262,596      73,731      78,313      81,470  29,319      10,258     25,139
  Fourth Quarter     247,000      (8,370)    (41,435)     34,554  (1,389)        204     31,971

</TABLE>


Earnings per Average Common Share (Entergy Corporation)

                         1999                   1998
                      Basic and Diluted     Basic and Diluted
                                          
  First Quarter           $0.25                 $ 0.20
  Second Quarter          $0.81                 $ 0.83
  Third Quarter           $1.16                 $ 1.01
  Fourth Quarter          $0.03                 $ 0.96


<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>
Thomas J. Wright       53   President and Chief Executive Officer        1999-Present
                             of Entergy Arkansas
                            Director of Entergy Arkansas                 1999-Present
                            Managing Director of London                  1998-1999
                             Electricity England
                            Chairman, CEO and Director of                1996-1998
                             CitiPower Pty. Australia
                            Vice President Transmission and              1994-1996
                             Distribution System of Entergy
                             Services
Donald C. Hintz             See information under the Entergy            
                             Corporation Officers Section in Part
                             I.
C. John Wilder              See information under the Entergy            
                             Corporation Officers Section in Part
                             I.
                                                                         
Officers                                                                

Cecil L. Alexander     64   Vice President - State Governmental          1991-Present
                             Affairs of Entergy Arkansas
C. Gary Clary          55   Senior Vice President - Human                1998-Present
                             Resources and 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           1993-1996
                             Entergy Services
Frank F. Gallaher           See information under the Entergy            
                             Corporation Officers Section in Part
                             I.
Joseph T. Henderson         See information under the Entergy            
                             Corporation Officers Section in Part
                             I.
Nathan E. Langston          See information under the Entergy            
                             Corporation Officers Section in Part
                             I.
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.
Thomas J. Wright            See information under the Entergy            
                             Arkansas Directors above.
                                                              
ENTERGY GULF STATES, INC.                                     
                                                              
Directors                                                     

Joseph F. Domino       51   Director of Entergy Gulf States            1999-Present
                            President and Chief Executive Officer      1998-Present
                             -Texas
                            Director - Southwest Franchise of          1997-1998
                             Entergy Gulf States
                            Director - Eastern Region of Entergy       1995-1997
                             Services
                            Director - Southern Region of Entergy      1994-1995
                             Services
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.
C. John Wilder              See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
                                                                       
Officers                                                              

James D. Bruno         60   Vice President - Region of Entergy         1999-Present
                             Louisiana and Entergy Gulf States
                            Vice President of Customer Service of      1998-1999
                             Entergy Louisiana and Entergy Gulf
                             States
                            Vice President of Customer Service of      1994-1998
                             Entergy Louisiana and Entergy New
                             Orleans
                            Vice President - Metro Region of           1993-1994
                             Entergy Services
Murphy A. Dreher       47   Vice President - State Governmental        1999-Present
                             Affairs of Entergy Gulf States -LA
                             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     45   Vice President of Operations -             1998-Present
                             Louisiana
                            Director of Special Projects of            1997-1998
                             London Electricity
                            Director of Reliability of Entergy         1997
                             Services
                            Director of Operations and                 1994-1997
                             Engineering of Entergy Services
J. Parker McCollough   48   Vice President - State Governmental        1996-Present
                             Affairs of Entergy Gulf States - TX
                            Vice President - Governmental              1993-1996
                             Affairs, Texas Association of
                             Realtors (trade association)
C. Gary Clary               See information under the Entergy          
                             Arkansas Officers Section above.
Joseph F. Domino            See information under the Entergy          
                             Gulf States Directors Section above.
Frank F. Gallaher           See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Joseph T. Henderson         See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
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.
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                                                     

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.
C. John Wilder              See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
                                                                      
Officers                                                              

James D. Bruno              See information under the Entergy          
                             Gulf States Officers Section above.
C. Gary Clary               See information under the Entergy          
                             Arkansas 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.
Joseph T. Henderson         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.
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 MISSISSIPPI, INC.                                      
                                                              
Directors                                                     

Carolyn C. Shanks      38   President and Chief Executive Officer      1999-Present
                             of Entergy Mississippi
                            Director of Entergy Mississippi            1999-Present
                            Vice President of Finance and              1997-1999
                             Administration of Entergy
                             Mississippi
                            Director of Business Services of           1994-1997
                             Entergy Operations
Donald C. Hintz             See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
C. John Wilder              See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
                                                                       
Officers                                                               

Bill F. Cossar         61   Vice President - State Governmental        1987-Present
                             Affairs of 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.
Joseph T. Henderson         See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Nathan E. Langston          See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Steven C. McNeal            See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Carolyn C. Shanks           See information under the Entergy          
                             Mississippi Directors 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       52   Chief Executive Officer of Entergy         1998-Present
                             New Orleans - LA
                            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.
C. John Wilder              See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
                                                                       
Officers                                                               

Elaine Coleman         50   Vice President External Affairs of         1998-Present
                             Entergy New Orleans - LA
                            Director of Customer Service of            1998
                             Entergy Services
                            Lead Customer Service Manager of           1995-1998
                             Entergy 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.
Joseph T. Henderson         See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Nathan E. Langston          See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Steven C. McNeal            See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
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     55   Director, President and Chief              1999-Present
                             Executive Officer of System Energy
                            Senior Vice President of Nuclear of        1997-1998
                             Entergy Services
                            Executive Vice President and Chief         1996-1998
                             Operating Officer of Entergy
                             Operations
                            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.
C. John Wilder              See information under the Entergy      
                             Corporation Officers Section in Part
                             I.
                                                                      
Officers                                                              

Joseph L. Blount       53   Secretary of System Energy and             1991-Present
                             Entergy Operations
                            Vice President Legal and External          1990-1993
                             Affairs of Entergy Operations
Joseph T. Henderson         See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Nathan E. Langston          See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Steven C. McNeal            See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
C. John Wilder              See information under the Entergy          
                             Corporation Officers Section in Part
                             I.
Jerry W. Yelverton          See information under the System           
                             Energy Directors section above.


</TABLE>

     Each director and officer of the applicable Entergy company is elected
yearly  to serve by the unanimous consent of the sole stockholder,  Entergy
Corporation, at its annual meeting.


Section 16(a) Beneficial Ownership Reporting Compliance

      Information  called  for by this item concerning  the  directors  and
officers  of  Entergy Corporation is set forth in the  Proxy  Statement  of
Entergy  Corporation to be filed in connection with its Annual  Meeting  of
Stockholders  to be held on May 12, 2000, 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,  1999  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 1999.  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>
C. Gary Clary              1999   $ 254,080   $193,423     $     0           (b)       28,025 shares   $    8,012
                           1998     226,662    168,089       9,959           (b)        1,250               5,017
                           1997     170,731     36,086      23,072           (b)        2,500               5,122
                                                                                                        
John J. Cordaro (d)        1999   $  53,506   $ 11,815     $ 2,698           (b)            0 shares   $1,305,083
                           1998     227,556     67,211      45,209           (b)        1,250               5,833
                           1997     206,410          0      37,986           (b)        2,500               6,192
                                                                                                        
Joseph F. Domino           1999   $ 223,569   $200,210     $ 7,072           (b)       13,487 shares   $    6,838
CEO-Entergy Gulf States-TX 1998     164,011     39,492       4,558           (b)            0               5,409
                           1997     138,374          0      16,205           (b)            0                   0
                                                                                                        
Frank F. Gallaher          1999   $ 401,161   $303,855     $38,496           (b)       39,500 shares   $   13,545
                           1998     382,829    280,747      89,137           (b)        2,500              12,396
                           1997     327,385          0      11,132           (b)        5,000               9,822
                                                                                                        
Joseph T. Henderson        1999   $ 222,115   $201,100     $36,004           (b)        7,500 shares   $   21,983
                                                                                                        
Jerry D. Jackson           1999   $ 442,809   $403,554     $39,670           (b)       94,000 shares   $   15,497
CEO-Entergy Louisiana      1998     408,456    348,156      59,630           (b)        2,500              13,849
CEO-Entergy Gulf States-LA 1997     342,077          0      56,359           (b)        5,000              10,262
                                                                                                        
R. Drake Keith (d)         1999   $ 144,017   $ 85,544     $ 3,785           (b)       16,750 shares   $  144,801
                           1998     289,145    165,582      67,239           (b)        1,250              10,259
                           1997     276,728          0      41,230           (b)        2,500               8,292
                                                                                                        
Nathan E. Langston         1999   $ 193,462   $178,400     $23,613           (b)       15,400 shares   $    4,800
                           1998     158,563    111,125      21,953           (b)            0               5,243
                           1997     131,660     10,504      17,462           (b)            0                   0
                                                                                                        
Steven C. McNeal           1999   $ 171,077   $ 78,100     $     0           (b)        5,925 shares   $    4,800
                           1998     154,721     94,400       4,432           (b)            0               5,145
                           1997     122,474      9,818      14,237           (b)            0                   0
                                                                                                        
Donald E. Meiners (d)      1999   $ 180,342   $ 84,552     $27,682           (b)       16,750 shares   $1,198,504
                           1998     268,345    148,734      60,353           (b)        1,250               9,388
                           1997     255,410          0      33,748           (b)        2,500               7,662
                                                                                                        
Daniel F. Packer           1999   $ 211,055   $127,920     $10,517           (b)       16,750 shares   $    6,583
CEO-Entergy New Orleans    1998     170,326    123,513      54,208(e)        (b)            0               4,018
                           1997     147,077          0      96,097(e)        (b)            0               3,028
                                                                                                        
Carolyn C. Shanks          1999   $ 208,931   $133,950     $ 2,549           (b)       11,050 shares   $    4,800
CEO-Entergy Mississippi    1998     144,798     41,394       3,901           (b)            0               4,340
                           1997     118,124      1,110      14,841           (b)            0               3,267
                                                                                                        
Michael G. Thompson        1999   $ 336,378   $254,910     $53,407           (b)       28,700 shares   $   11,280
                           1998     309,958    283,935      25,200       $60,874(b)(c)  2,500              10,091
                           1997     259,315          0      12,856           (b)        5,000               7,729
                                                                                                        
C. John Wilder             1999   $ 445,191   $406,693    $119,878           (b)       52,500 shares   $   20,035
                           1998     201,413    513,106       7,255      $758,560(b)(c)      0               3,300
                                                                                                        
Thomas J. Wright           1999   $ 263,120   $225,458    $159,653(e)        (b)       18,999 shares   $   32,356
CEO-Entergy Arkansas       1998     234,361    757,045(f)  519,610(e)        (b)            0              20,833
                           1997     210,070     89,232     279,188(e)        (b)            0               6,102
                                                                                                        
Jerry W. Yelverton         1999   $ 363,997   $328,500      $8,036           (b)       49,400 shares   $   11,286
CEO-System Energy          1998     282,410    184,959      22,068           (b)        1,250               8,886
                           1997     227,928          0      19,143           (b)        2,500               6,954

</TABLE>

(a)  Includes the following:

     (1)  1999  benefit accruals under the Defined Contribution Restoration
          Plan  as follows:  Mr. Clary $3,212; Mr. Cordaro $638; Mr. Domino
          $2,038;  Mr.  Gallaher $8,745; Mr. Henderson $1,866; Mr.  Jackson
          $10,697; Mr. Keith $273; Mr. Meiners $457; Mr. Packer $1,783; Mr.
          Thompson  $6,480;  Mr. Wilder $8,832; Mr. Wright  $164;  and  Mr.
          Yelverton $6,486.

     (2)  1999  employer  contributions  to  the  System  Savings  Plan  as
          follows:   Mr.  Clary  $4,800;  Mr. Cordaro  $1,471;  Mr.  Domino
          $4,800;  Mr.  Gallaher  $4,800; Mr. Henderson  $40;  Mr.  Jackson
          $4,800; Mr. Keith $3,187; Mr. Langston $4,800; Mr. McNeal $4,800;
          Mr.  Meiners  $4,263; Mr. Packer $4,800; Ms. Shanks  $4,800;  Mr.
          Thompson  $4,800; Mr. Wilder $4,400; Mr. Wright $5,810;  and  Mr.
          Yelverton $4,800.
     
     (3)  1999 reimbursements for moving expenses as follows:  Mr. Henderson
          $20,077, Mr. Wilder $6,803, and Mr. Wright $26,382.
     
     (4)  1999 payments to retired Named Executive Officers under the executive
          pension plans were as follows:  Mr. Cordaro and Mr. Meiners received 
          lump sum payments under the Post Retirement Plan and Pension 
          Equalization Plan totaling $1,302,974 and $1,169,071, respectively.
          Mr. Meiners also received $24,713 from the Defined Contribution 
          Restoration Plan.  Mr. Keith received payments under the Post 
          Retirement Plan and the  Pension Equalization Plan of $141,341.

(b)  There  were  no  restricted  stock awards in  1999  under  the  Equity
     Ownership  Plan.  At December 31, 1999, the number and  value  of  the
     aggregate restricted stock holdings were as follows:  Mr. Clary 12,945
     shares, $333,334; Mr. Cordaro 1,626 shares, $41,870; Mr. Domino  3,002
     shares,  $77,302; Mr. Gallaher 7,497 shares, $193,048;  Mr.  Henderson
     3,948 shares, $101,661; Mr. Jackson 27,000 shares, $695,250; Mr. Keith
     1,992 shares, $51,294; Mr. Langston 3,380 shares, $87,035; Mr. Meiners
     2,243  shares, $57,757; Mr. Packer 4,500 shares, $115,875; Ms.  Shanks
     2,382  shares,  $61,337;  Mr. Thompson 14,834  shares,  $381,976;  Mr.
     Wilder  39,111 shares, $1,007,108; Mr. Wright 4,500 shares,  $115,875;
     and  Mr. Yelverton 11,505 shares, $296,254.  Accumulated dividends are
     paid on restricted stock when vested.  No restrictions were lifted  in
     1999,  1998, and 1997 under the Equity Ownership Plan.  The  value  of
     restricted  stock  holdings as of December 31, 1999 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,  1999  ($25.75  per
     share).

(c)  In  addition  to  the restricted shares granted under  the  Long  Term
     Incentive  Plan  Mr. Wilder and Mr. Thompson were granted  26,000  and
     2,000  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. Wilder  and  Mr.
     Thompson may realize is dependent upon both the number of shares  that
     vest  and the future market price of Entergy Corporation common stock.
     Accumulated  dividends  will  not be paid  on  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 and all of  Mr.
     Thompson's restricted stock when vested.

(d)  Mr.  Cordaro  is  the former Chief Executive Officer of  Entergy  Gulf
     States, LA and Entergy Louisiana.  Mr. Keith is the former Chief Executive
     Officer of Entergy Arkansas.  Mr. Meiners is the former Chief Executive
     Officer of Entergy Mississippi.

(e)  Includes Mr. Packer's living expenses of approximately $24,000 in 1998
     and $68,000 in 1997, including taxes and housing.  Includes approximately
     $30,000 in 1999, $465,000 in 1998, and $236,000 in 1997 related to various
     overseas living expenses associated with Mr. Wright's assignments in London
     and Australia.

(f)  Includes approximately $596,000 of performance bonus for service years
     1996-1998.  A portion of the bonus was paid during 1999 with the remaining
     amount to be paid in 2000.


                           Option Grants in 1999

      The following table summarizes option grants during 1999 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 (c)
        Name           Granted (a)      1999       share) (a)       Date        5%           10%
<S>                    <C>              <C>        <C>            <C>       <C>          <C>
C. Gary Clary          28,025 (a)       0.5%       $ 29.9375      1/28/09  $  527,642    $1,337,147
Joseph F. Domino       13,487 (a)       0.3%         29.9375      1/28/09     253,928       643,503
Frank F. Gallaher      39,500 (a)       0.7%         29.9375      1/28/09     743,688     1,884,650
Joseph T. Henderson     7,500 (b)       0.1%         28.8750      3/08/09     136,195       345,145
Jerry D. Jackson       94,000 (a)       1.8%         29.9375      1/28/09   1,769,788     4,484,991
R. Drake Keith         16,750 (a)       0.3%         29.9375      1/28/09     315,361       799,187
Nathan E. Langston     15,400 (a)       0.3%         29.9375      1/28/09     289,944       734,775
Steven C. McNeal        5,925 (a)       0.1%         29.9375      1/28/09     111,562       282,719
Donald E. Meiners      16,750 (a)       0.3%         29.9375      1/28/09     315,361       799,187
Daniel F. Packer       16,750 (a)       0.3%         29.9375      1/28/09     315,361       799,187
Carolyn C. Shanks      11,050 (a)       0.2%         29.9375      1/28/09     208,044       527,225
Michael G. Thompson    28,700 (a)       0.5%         29.9375      1/28/09     540,350     1,369,353
C. John Wilder         52,500 (a)       1.0%         29.9375      1/28/09     988,454     2,504,936
Thomas J. Wright       18,999 (a)       0.4%         29.9375      1/28/09     357,706       906,498
Jerry W. Yelverton     49,400 (a)       0.9%         29.9375      1/28/09     930,089     2,357,027
</TABLE>

(a)  Options  were  granted  on January 28, 1999, 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 28, 1999.  These
     options will vest incrementally over a three-year period beginning in 2000.

(b)  Options were granted on March 8, 1999 and will vest incrementally over
     a three-year period beginning in 2000.

(c)  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 1999 and December 31, 1999 Option Values

     The following table summarizes the number and value of all unexercised
options  held by the Named Executive Officers.  The absence, in  the  table
below, of any Named Executive Officer indicates that no options are held by
such officer.  No Named Executive Officer exercised options during 1999.

<TABLE>
<CAPTION>
                       Number of Securities          Value of Unexercised
                   Underlying Unexercised Options    In-the-Money Options
                     as of December 31, 1999      as of December 31, 1999 (a)
         Name       Exercisable  Unexercisable    Exercisable  Unexercisable
  <S>                 <C>          <C>              <C>          <C>
  C. Gary Clary        3,750       28,025         $     -       $    -
  Joseph F. Domino     1,500       13,487            3,375           -
  Frank F. Gallaher   45,000       39,500          127,813           -
  Joseph T. Henderson      -        7,500               -            -
  Jerry D. Jackson    51,911       94,000          121,875           -
  Nathan E. Langston   1,500       15,400            3,375           -
  Steven C. McNeal     1,500        5,925            3,375           -
  Donald E. Meiners   11,250       16,750              -             -
  Daniel F. Packer         -       16,750              -             -
  Carolyn C. Shanks        -       11,050              -             -
  Michael G. Thompson 20,000       28,700            5,938           -
  C. John Wilder           -       52,500              -             -
  Thomas J. Wright         -       18,999              -             -
  Jerry W. Yelverton   8,250       49,400            4,500           -

</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 December 31, 1999, and the option exercise price.


                            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,  1999,  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,  1999,  for  the following Named  Executive  Officers  is  as
follows:  Mr. Domino 29; Mr. Gallaher 30; Mr. Langston 28; Mr.  McNeal  17;
Mr.  Packer  17; Ms. Shanks 16; Mr. Wright 30; and Mr. Yelverton  20.   The
credited  years  of  service  under  the  Retirement  Income  Plan,  as  of
December  31, 1999 for the following Named Executive Officers, as a  result
of  entering  into supplemental retirement agreements, is as  follows:  Mr.
Clary 26; Mr. Henderson 16; Mr. Jackson 20; Mr. Thompson 23; and Mr. Wilder
16.   Mr.  Cordaro, Mr. Keith and Mr. Meiners retired during 1999 with  40,
33, and 39 credited years of service, respectively.

      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.  Packer  and Mr. Yelverton have entered into  a  Supplemental
Retirement  Plan  participation contract, and Mr.  Cordaro,  Mr.  Gallaher,
Mr.  Jackson, Mr. Keith, Mr. Meiners and Mr. Wright 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       10            15        20          25          30+
$ 200,000       $60,000     $ 90,000   $100,000     $110,000    $120,000
  300,000        90,000      135,000    150,000      165,000     180,000
  400,000       120,000      180,000    200,000      220,000     240,000
  500,000       150,000      225,000    250,000      275,000     300,000
  600,000       180,000      270,000    300,000      330,000     360,000
  700,000       210,000      315,000    350,000      385,000     420,000
1,000,000       300,000      450,000    500,000      550,000     600,000


(1)Covered  pay includes the average of the highest three years  of  annual
   base  pay  and incentive awards earned by the executive during  the  ten
   years  immediately preceding his retirement.  Benefits shown  are  based
   on  a target replacement ratio of 50% based on the years of service  and
   covered  compensation shown.  The benefits for 10, 15, and  20  or  more
   years  of  service at the 45% and 55% replacement levels would  decrease
   (in  the  case of 45%) or increase (in the case of 55%) by the following
   percentages:  3.0%, 4.5%, and 5.0%, respectively.

      In  1993, Entergy Corporation adopted the System Executive Retirement
Plan  (SERP).   This  plan was amended in 1998.  Entergy Arkansas,  Entergy
Gulf  States, Entergy Louisiana, Entergy Mississippi, Entergy New  Orleans,
and System Energy are participating employers in the SERP.  The SERP is  an
unfunded  defined  benefit  plan offered at retirement  to  certain  senior
executives, which would currently include all the Named Executive  Officers
(except  for  Mr. McNeal).  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. Henderson, Mr. Jackson, Mr. Keith,  Mr.
Thompson,  Mr.  Wilder, and Mr. Yelverton) disclosed above in  the  section
entitled   "Pension  Plan  Tables-Retirement  Income  Plan   Table".    Mr.
Henderson, Mr. Jackson, Mr. Thompson, Mr. Wilder and Mr. Yelverton  have  8
months, 26 years, 18 years, 1 year, and 30 years, respectively, of credited
service under this plan.  Mr. Keith had 16 years of credited service  under
this plan when he retired.

      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

     For information regarding employment contracts' of the Named Executive
Officers of Entergy Corporation, see the Proxy Statement under the  heading
"Executive   Employment   Contracts  and   Retirement   Contracts",   which
information is incorporated herein by reference.

      Upon  his  employment  on July 6, 1998, Mr. Wilder  entered  into  an
employment agreement with the Corporation pursuant to which he receives  an
annual salary of $400,000 and the potential maximum annual incentive payout
of  90%.   Mr.  Wilder is eligible for a pro-rata share of the  performance
award  for  the  period 1998-2000.  The Corporation granted  Mr.  Wilder  a
signing  bonus  of  $300,000, and 21,000 shares of restricted  stock,  upon
which  restrictions have been or will be lifted on 7,000 shares  each  year
beginning  on his first employment anniversary.  On December  4,  1998  Mr.
Wilder  was granted 5,000 restricted shares of Entergy stock.  Restrictions
were lifted on one-third of these 5,000 shares on December 4, 1999 and will
be  lifted on one-third of these shares on the second and third anniversary
dates  of  this grant.  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.

         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.  Dr. Murrill is the retired Chairman of the  Board  and  Chief
Executive  Officer of Entergy Gulf States, Inc. and served on the Personnel
Committee of Entergy Corporation during 1999.


<PAGE>

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, 1999, 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*               6,234               -
         George W. Davis*                 900               -
         Norman C. Francis*             2,100               -
         Frank F. Gallaher**            5,706          45,000
         Donald C. Hintz**              2,095          55,000
         Jerry D. Jackson**            20,998          51,911
         J. Wayne Leonard***            5,594               -
         Robert v.d. Luft*             14,522          40,000
         Jerry L. Maulden**            16,587          32,500
         Thomas F. McLarty, III*          300               -
         Paul W. Murrill*               2,682               -
         James R. Nichols*             15,614               -
         William A. Percy, III*             -               -
         Dennis H. Reilley*               300       
         Wm. Clifford Smith*            8,520               -
         Bismark A. Steinhagen*         9,047               -
         C. John Wilder**               8,666               -
         All directors and executive                           
           officers                   136,086         247,411



<PAGE>
                                        Entergy Corporation
                                           Common Stock
                                        Amount and Nature of
                                       Beneficial Ownership(a)
                                      Sole Voting         
                                         and           Other
                                      Investment     Beneficial
                    Name                 Power      Ownership(b)
                                                               
         Entergy Arkansas                                      
         C. Gary Clary**                15,705         3,750
         Frank F. Gallaher**             5,706        45,000
         Donald C Hintz*                 2,095        55,000
         R. Drake Keith**(c)            16,984             -
         Michael G. Thompson**           9,319        20,000
         C. John Wilder***               8,666             -
         Thomas J. Wright***            12,432             -
         All directors and executive                
           officers                     82,553       128,750
                                                          
                                                          
         Entergy Gulf States                                 
         C. Gary Clary**                15,705         3,750
         John J. Cordaro**(c)              346             -
         Joseph F. Domino***             5,616         1,500
         Frank F. Gallaher**             5,706        45,000
         Donald C. Hintz*                2,095        55,000
         Jerry D. Jackson***            20,998        51,911
         Michael G. Thompson**           9,319        20,000
         C. John Wilder***               8,666             -
         All directors and executive                
           officers                     81,871       186,411
                                                    
                                                    
         Entergy Louisiana                          
         C. Gary Clary**                15,705         3,750
         John J. Cordaro**(c)              346             -
         Frank F. Gallaher**             5,706        45,000
         Donald C. Hintz*                2,095        55,000
         Jerry D. Jackson***            20,998        51,911
         Michael G. Thompson**           9,319        20,000
         C. John Wilder***               8,666             -
         All directors and executive                
           officers                     75,779       184,911
                                                     


<PAGE>
                                         Entergy Corporation
                                             Common Stock
                                         Amount and Nature of
                                        Beneficial Ownership(a)
                                      Sole Voting         
                                          and           Other
                                      Investment     Beneficial
                    Name                Power        Ownership(b)
                                                    
         Entergy Mississippi                        
         C. Gary Clary**                15,705          3,750
         Frank F. Gallaher**             5,706         45,000
         Donald C. Hintz*                2,095         55,000
         Donald E. Meiners**(c)         21,109         11,250
         Carolyn C. Shanks***            2,528              -
         Michael G. Thompson**           9,319         20,000
         C. John Wilder***               8,666              -
         All directors and executive                
           officers                     74,978        138,000
                                                          
                                                          
         Entergy New Orleans                                 
         C. Gary Clary**                15,705          3,750
         Frank F. Gallaher**             5,706         45,000
         Donald C. Hintz*                2,095         55,000
         Daniel F. Packer***             2,253              -
         Michael G. Thompson**           9,319         20,000
         C. John Wilder***               8,666              -
         All directors and executive                
           officers                     52,401        126,750
                                                    
         System Energy                              
         Joseph T. Henderson**               -              -
         Donald C. Hintz*                2,095         55,000
         Nathan E. Langston**            5,134          1,500
         Steven C. McNeal**              1,768          1,500
         C. John Wilder***               8,666              -
         Jerry W. Yelverton***           7,110          8,250
         All directors and executive                
           officers                     27,713         66,250
                                               

    * Director of the respective Company
   ** Named Executive Officer of the respective Company
  *** Director and Named Executive Officer of the respective Company


(a)  Based  on information furnished by the respective individuals.  Except
     as  noted, each individual has sole voting and investment power.   The
     number  of  shares of Entergy Corporation common stock owned  by  each
     individual and by all directors and executive officers as a group does
     not  exceed one percent of the outstanding Entergy Corporation  common
     stock.

(b)  Includes,  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:  C. Gary Clary,  3,750
     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; Nathan E.
     Langston, 1,500 shares; Robert v.d. Luft, 40,000 shares; Jerry L. Maulden,
     32,500 shares; Steven C. McNeal, 1,500 shares; Donald E. Meiners, 11,250
     shares; Michael G. Thompson, 20,000 shares; and Jerry W. Yelverton, 8,250
     shares.

(c)  Mr.  Cordaro  is  the  former Chief Executive Officer  and  a  former
     director of Entergy Gulf States, LA and Entergy Louisiana.  Mr. Keith is
     the  former  Chief  Executive Officer and a former director  of  Entergy
     Arkansas.  Mr. Meiners is the former Chief Executive Officer and a former
     director of Entergy Mississippi.



Item 13.  Certain Relationships and Related Transactions

      During  1999,  T.  Baker  Smith & Son, Inc. performed  land-surveying
services for, and received payments of approximately $202,996 from  Entergy
companies.   Mr. Wm. Clifford Smith, a director of Entergy Corporation,  is
President of T. Baker Smith & Son, Inc.  Mr. Smith's children own  100%  of
the voting stock of T. Baker Smith & Son, Inc.

      See  Item  10, "Directors and Executive Officers of the Registrants,"
for  information on certain relationships and transactions required  to  be
reported under this item.

      Other than as provided under applicable corporate laws, Entergy  does
not  have  policies whereby transactions involving executive  officers  and
directors  are approved by a majority of disinterested directors.  However,
pursuant to the Entergy Corporation Code of Conduct, transactions involving
an  Entergy company and its executive officers must have prior approval  by
the  next  higher  reporting  level of that  individual,  and  transactions
involving  an  Entergy company and its directors must be  reported  to  the
secretary of the appropriate Entergy company.


<PAGE>                                   

                                PART IV
                                   

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form
8-K

(a)1. Financial  Statements  and  Independent  Auditors'  Reports  for
      Entergy,   Entergy  Arkansas,  Entergy  Gulf   States,   Entergy
      Louisiana, Entergy Mississippi, Entergy New Orleans, and  System
      Energy  are  listed  in the Index to Financial  Statements  (see
      pages 36 and 37)

(a)2. Financial Statement Schedules


      Reports   of  Independent  Accountants  on  Financial  Statement
      Schedules (see page 199)

      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

     None



<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 14, 2000



      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 14, 2000
                               Accounting Officer
                         (Principal Accounting Officer)




     J. Wayne Leonard (Chief Executive Officer and Director; 
     Principal Executive  Officer); Robert v.d. Luft (Chairman 
     of the  Board and  Director); C. John Wilder (Executive 
     Vice  President and   Chief   Financial   Officer;  
     Principal   Financial Officer);  W.  Frank Blount, 
     George W. Davis,  Norman  C. Francis, Kinnaird R. McKee, 
     Thomas F. McLarty, III,  Paul W.  Murrill, James R. 
     Nichols, Eugene H. Owen, William A. Percy,  II,  Dennis 
     H. Reilley, Wm. Clifford  Smith,  and Bismark A. 
     Steinhagen (Directors).



     By:   /s/ Nathan E. Langston                March 14, 2000
     (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 14, 2000


      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 14, 2000
                               Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Thomas J. Wright (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer); and Donald C. Hintz (Director).
     
     
     
     By: /s/ Nathan E. Langston                    March 14, 2000
     (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 14, 2000



      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 14, 2000
                              Accounting Officer
                         (Principal Accounting Officer)




     Jerry D. Jackson (Chairman of the Board, President, Chief 
     Executive Officer-Louisiana,   and  Director;   Principal   
     Executive Officer);  Joseph F. Domino (President,   Chief  
     Executive  Officer-Texas,    and    Director;   Principal    
     Executive   Officer);  C.  John  Wilder  (Executive  Vice 
     President,  Chief  Financial   Officer,   and   Director;  
     Principal   Financial   Officer);   and  Donald  C. Hintz 
     (Director).



     By: /s/ Nathan E. Langston                   March 14, 2000
     (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 14, 2000


      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 14, 2000
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Jerry D. Jackson (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer); and Donald C. Hintz (Director).
     
     
     
     
     By: /s/ Nathan E. Langston                   March 14, 2000
     (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 14, 2000


      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 14, 2000
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Carolyn  C.  Shanks  (Chairman of the  Board,  President,
     Chief   Executive   Officer,  and   Director;   Principal
     Executive  Officer);  C.  John  Wilder  (Executive   Vice
     President,   Chief  Financial  Officer,   and   Director;
     Principal  Financial  Officer);  and  Donald   C.   Hintz
     (Director).
     
     
     
     
     By: /s/ Nathan E. Langston                    March 14, 2000
     (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 14, 2000


      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 14, 2000
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Daniel F. Packer (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer); and Donald C. Hintz (Director).
     
     
     
     
     By: /s/ Nathan E. Langston                       March 14, 2000
     (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 14, 2000


      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 14, 2000
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Jerry  W.  Yelverton (Chairman of the  Board,  President,
     Chief   Executive   Officer,  and   Director;   Principal
     Executive  Officer);  C.  John  Wilder  (Executive   Vice
     President,   Chief  Financial  Officer,   and   Director;
     Principal  Financial  Officer);  and  Donald   C.   Hintz
     (Director).
     
     
     
     
     By: /s/ Nathan E. Langston                     March 14, 2000
     (Nathan E. Langston, Attorney-in-fact)
     


<PAGE>
    
                                                       EXHIBIT 23(a)
 
                    CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  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  on  Form  S-4  (No.  33-54298)  and  the
registration  statements and related prospectuses on Form  S-3  (Nos.  333-
02503  and 333-22007) of Entergy Corporation of our reports dated  February
17,  2000,  relating  to the financial statements and  financial  statement
schedules, which appear in this Form 10-K.

We  hereby  consent to the incorporation by reference in  the  registration
statements  and  the related prospectuses on Form S-3 (Nos. 33-50289,  333-
00103  and  333-05045)  of  Entergy Arkansas, Inc.  of  our  reports  dated
February  17,  2000,  relating to the financial  statements  and  financial
statement schedule, which appear in this Form 10-K.

We  hereby  consent to the incorporation by reference in  the  registration
statements  and  the related prospectuses on Form S-3 (Nos.  33-49739,  33-
51181 and 333-60957), on Form S-8 (Nos. 2-76551 and 2-98011) and on Form S-
2  (No.  333-17911),  of Entergy Gulf States, Inc.  of  our  reports  dated
February  17,  2000,  relating to the financial  statements  and  financial
statement schedule, which appear in this Form 10-K.

We  hereby  consent to the incorporation by reference in  the  registration
statements  and  the related prospectuses on Form S-3 (Nos.  33-46085,  33-
39221,  33-50937, 333-00105, 333-01329, 333-03567 and 333-93683) of Entergy
Louisiana,  Inc.  of our reports dated February 17, 2000, relating  to  the
financial statements and financial statement schedule, which appear in this
Form 10-K.

We  hereby  consent to the incorporation by reference in  the  registration
statements  and  the related prospectuses on Form S-3 (Nos.  33-53004,  33-
55826,  33-50507 and 333-64023) of Entergy Mississippi, Inc. of our reports
dated February 17, 2000, relating to the financial statements and financial
statement schedule, which appear in this Form 10-K.

We  hereby  consent to the incorporation by reference in  the  registration
statements  and  the related prospectuses on Form S-3 (Nos. 33-57926,  333-
00255  and  333-95599) of Entergy New Orleans, Inc. of  our  reports  dated
February  17,  2000,  relating to the financial  statements  and  financial
statement schedule, which appear in this Form 10-K.

We  hereby  consent to the incorporation by reference in  the  registration
statements  and  the related prospectuses on Form S-3 (Nos.  33-47662,  33-
61189  and 333-06717) of System Energy Resources, Inc. of our report  dated
February  17, 2000, relating to the financial statements, which appears  in
this Form 10-K.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
March 14, 2000




<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 an audit 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 17, 2000




<PAGE>                  

                  INDEX TO FINANCIAL STATEMENT SCHEDULES


Schedule                                                                   Page

 I        Financial Statements of Entergy Corporation:
            Statements of Income - For the Years Ended December 31, 1999,
               1998, and 1997                                              S-2
            Statements of Cash Flows - For the Years Ended December 31, 1999,
               1998, and 1997                                              S-3
            Balance Sheets, December 31, 1999 and 1998                     S-4
            Statements of Retained Earnings and Paid-In Capital - For
               the Years Ended December 31, 1999, 1998, and 1997           S-5
 II       Valuation and Qualifying Accounts
            1999, 1998 and 1997:
               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,
                                               1999        1998         1997
                                                      (In Thousands)
<S>                                           <C>          <C>          <C>
Income:                                                                         
  Equity in income of subsidiaries            $651,977     $822,758     $325,419
  Interest on temporary investments              5,703        2,536        5,086
                                              --------     --------     --------
        Total                                  657,680      825,294      330,505
                                              --------     --------     --------
                                                                                
Expenses and Other Deductions:                                                  
  Administrative and general expenses           85,815       77,296       62,250
  Income taxes (credit)                         12,524       (6,847)       3,438
  Taxes other than income                          739        1,325        1,226
  Interest                                       6,143       14,451       15,908
                                              --------     --------     --------
        Total                                  105,221       86,225       82,822
                                              --------     --------     --------
                                                                                
Net Income                                    $552,459     $739,069     $247,683
                                              ========     ========     ========
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   
                                             
                                                                    Year to Date December 31,
                                                                  1999        1998        1997
                                                                         (In Thousands)
<S>                                                              <C>         <C>        <C>
Operating Activities:                                                                 
  Net income                                                     $552,459    $739,069   $247,683
  Noncash items included in net income:                                                         
    Equity in earnings of subsidiaries                           (651,977)   (822,758)  (325,419)
    Deferred income taxes                                         (15,237)     (1,997)       898
    Depreciation                                                    1,438       2,069      1,442
  Changes in working capital:                                                         
    Receivables                                                       198     (21,033)    (8,683)
    Payables                                                       17,256         357     (3,690)
    Other working capital accounts                                (83,711)     26,683     68,089
  Common stock dividends received from subsidiaries               532,300     488,500    550,200
  Other                                                            68,276      36,948     43,479
                                                                ---------   ---------  ---------
                                                                                      
    Net cash flow provided by operating activities                421,002     447,838    573,999
                                                                ---------   ---------  ---------
                                                                                      
Investing Activities:                                                                 
  Investment in subsidiaries                                      237,121     (96,383)  (633,449)
  Capital expenditures                                               (604)       (212)   (23,079)
  Other                                                             9,327           -          -
                                                                ---------   ---------  ---------
                                                                                      
     Net cash flow provided by (used in) investing activities     245,844     (96,595)  (656,528)
                                                                ---------   ---------  ---------
                                                                                      
Financing Activities:                                                                 
  Changes in short-term borrowings                               (165,500)     99,500    166,000
  Advances to subsidiaries                                        (32,261)    (33,000)   (13,450)
  Common stock dividends paid                                    (291,483)   (373,441)  (438,183)
  Repurchase of common stock                                     (245,004)     (2,964)         -
  Issuance of common stock                                         15,320      19,340    305,379
                                                                ---------   ---------  ---------
                                                                                      
     Net cash flow provided by (used in) financing activities    (718,927)   (290,565)    19,746
                                                                ---------   ---------  ---------
                                                                                      
Net increase (decrease) in cash and cash equivalents              (52,081)     60,678    (62,783)
                                                                                      
Cash and cash equivalents at beginning of period                   68,574       7,896     70,679
                                                                ---------   ---------  ---------
                                                                                      
Cash and cash equivalents at end of period                        $16,493     $68,574     $7,896
                                                                =========   =========  =========
                                                                                      
                                                                                      
                                                                                      
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,
                                                             1999           1998
                                                                 (In Thousands)
<S>                                                        <C>            <C>
                       ASSETS                                                       
Current Assets:                                                                     
   Cash and cash equivalents:                                                       
     Temporary cash investments - at cost,                                          
        which approximates market                             $16,493        $68,574
                                                           ----------     ----------
           Total cash and cash equivalents                     16,493         68,574
  Accounts receivable:                                                              
    Associated companies                                      177,501         48,660
  Interest receivable                                                               
                                                                   93            253
  Other                                                         1,937          9,380
                                                           ----------     ----------
           Total                                              196,024        126,867
                                                           ----------     ----------
                                                                                    
Investment in Wholly-owned Subsidiaries                     7,114,525      7,268,768
                                                           ----------     ----------
                                                                                    
Deferred Debits and Other Assets                               50,357         71,543
                                                           ----------     ----------
           Total                                           $7,360,906     $7,467,178
                                                           ==========     ==========
        LIABILITIES AND SHAREHOLDERS' EQUITY                                        
Current Liabilities:                                                                
  Notes payable                                              $120,000       $285,500
  Accounts payable:                                                                 
    Associated companies                                        2,165          6,041
    Other                                                      17,786            531
  Taxes accrued                                                 9,142              -
  Other current liabilities                                     6,399          3,394
                                                           ----------     ----------
           Total                                              155,492        295,466
                                                           ----------     ----------
                                                                                    
Deferred Credits and Noncurrent Liabilities                    80,989         64,672
                                                           ----------     ----------
                                                                                    
Shareholders' Equity:                                                               
  Common stock, $.01 par value, authorized                                          
   500,000,000 shares; issued 247,082,345 shares                                    
    in 1999 and 246,829,076 shares in 1998                      2,471          2,468
  Paid-in capital                                           4,636,163      4,630,609
  Retained earnings                                         2,786,467      2,526,888
  Cumulative foreign currency translation adjustment          (68,782)       (46,739)
  Less cost of treasury stock (8,045,434 shares in                                  
    1999 and 208,907 shares in 1998)                          231,894          6,186
                                                           ----------     ----------
           Total common shareholders' equity                7,124,425      7,107,040
                                                           ----------     ----------
                                                                                    
           Total                                           $7,360,906     $7,467,178
                                                           ==========     ==========
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,
                                                         1999          1998          1997
                                                                  (In Thousands)
<S>                                                    <C>           <C>            <C>
Retained Earnings, January 1                           $2,526,888    $2,157,912     $2,341,703
                                                                                              
  Add:                                                                                  
    Net income                                            552,459       739,069        247,683
                                                                                              
  Deduct:                                                                                     
    Dividends declared on common stock                    294,352       369,498        432,268
    Capital stock and other expenses                       (1,472)          595           (794)
                                                       ----------    ----------     ----------
        Total                                             292,880       370,093        431,474
                                                       ----------    ----------     ----------
Retained Earnings, December 31                         $2,786,467    $2,526,888     $2,157,912
                                                       ==========    ==========     ==========
                                                                                              
                                                                                              
Paid-in Capital, January 1                             $4,630,609    $4,613,572     $4,320,591
                                                                                              
  Add:                                                                                        
    Gain on reacquisition of                                                                  
      subsidiaries' preferred stock                             -             -            273
    Common stock issuances related to stock plans           5,554        17,037        292,870
                                                       ----------    ----------     ----------
     Total                                                  5,554        17,037        293,143
                                                       ----------    ----------     ----------
                                                                                              
  Deduct:                                                                                     
    Capital stock discounts and other expenses                 -              -            162
                                                       ----------    ----------     ----------
                                                                                              
Paid-in Capital, December 31                           $4,636,163    $4,630,609     $4,613,572
                                                       ==========    ==========     ==========
                                                                                             
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, 1999, 1998, and 1997
                                (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, 1999                                                          
 Accumulated Provisions                                                               
  Deducted from Assets--                                                              
  Doubtful Accounts                        $10,300    $19,349      $20,142      $9,507
                                           ===========================================
 Accumulated Provisions Not                                                           
  Deducted from Assets:                                                               
  Property insurance                      $(14,846)   $35,208      $53,629    $(33,267)
  Injuries and damages (Note 2)             28,162     25,162       19,015      34,309
  Environmental                             35,857     11,344        9,408      37,793
                                           -------------------------------------------
     Total                                 $49,173    $71,714      $82,052     $38,835
                                           ===========================================
                                                                                      
Year ended December 31, 1998                                                          
 Accumulated Provisions                                                               
  Deducted from Assets--                                                              
  Doubtful Accounts                         $9,800    $16,451      $15,951     $10,300
                                           ===========================================
 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
                                           ===========================================
___________                                                                           
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, 1999, 1998, and 1997
                              (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, 1999                                                     
 Accumulated Provisions                                                          
  Deducted from Assets--                                                         
  Doubtful Accounts                   $1,753      $4,175       $4,160      $1,768
                                     ============================================
 Accumulated Provisions Not                                                      
  Deducted from Assets:                                                          
  Property insurance                  $7,600     $18,306      $25,048        $858
  Injuries and damages (Note 2)        4,618       2,502        3,867       3,253
  Environmental                        4,894       3,132        3,092       4,934
                                     --------------------------------------------
     Total                           $17,112     $23,940      $32,007      $9,045
                                     ============================================
                                                                                 
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
                                     ============================================
___________                                                                      
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, 1999, 1998, and 1997
                                (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, 1999                                                     
 Accumulated Provisions                                                          
  Deducted from Assets--                                                         
  Doubtful Accounts                    $1,735      $4,271      $4,178      $1,828
                                     ============================================
 Accumulated Provisions                                                          
  Not Deducted from Assets--                                                     
  Property insurance                  ($4,184)     $4,486      $3,754     $(3,452)
  Injuries and damages (Note 2)         4,759       9,810       5,885       8,684
  Environmental                        22,309       4,187       2,051      24,445
                                     --------------------------------------------
     Total                            $22,884     $18,483     $11,690     $29,677
                                     ============================================
                                                                                 
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
                                     ============================================
___________                                                                      
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, 1999, 1998, and 1997
                                 (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, 1999                                                  
 Accumulated Provisions                                                       
  Deducted from Assets--                                                      
  Doubtful Accounts                   $1,164     $4,797      $4,346     $1,615
                                   ===========================================
 Accumulated Provisions Not                                                   
  Deducted from Assets:                                                       
  Property insurance                $(17,825)    $6,680     $12,944   $(24,089)
  Injuries and damages (Note 2)       13,124      7,038       7,710     12,452
  Environmental                        7,236      1,059       1,273      7,022
                                   -------------------------------------------
     Total                            $2,535    $14,777     $21,927    $(4,615)
                                   ===========================================
                                                                              
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
                                   ===========================================
                                                                              
___________                                                                   
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, 1999, 1998, and 1997
                                (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, 1999                                                     
 Accumulated Provisions                                                          
  Deducted from Assets--                                                         
  Doubtful Accounts                     $1,217     $2,106      $2,437        $886
                                     ============================================
 Accumulated Provisions Not                                                      
  Deducted from Assets:                                                          
  Property insurance                  $(11,543)    $5,736     $10,549    $(16,356)
  Injuries and damages (Note 2)          3,796      2,950        (103)      6,849
  Environmental                            704        895       1,005         594
                                     --------------------------------------------
     Total                             $(7,043)    $9,581     $11,451     $(8,913)
                                     ============================================
                                                                                 
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
                                     ============================================
___________                                                                      
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, 1999, 1998, and 1997
                              (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, 1999                                                     
 Accumulated Provisions                                                          
  Deducted from Assets--                                                         
  Doubtful Accounts                      $761      $1,936       $1,851       $846
                                     ============================================
 Accumulated Provisions Not                                                      
  Deducted from Assets:                                                          
  Property insurance                  $11,106           -       $1,334     $9,772
  Injuries and damages (Note 2)         1,865       2,862        1,656      3,071
  Environmental                           714       2,071        1,987        798
                                     --------------------------------------------
     Total                            $13,685      $4,933       $4,977    $13,641
                                     ============================================
                                                                                 
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          0
                                     --------------------------------------------
     Total                            $17,114      $2,244       $2,130    $17,228
                                     ============================================
                                                                                 
___________                                                                      
Notes:                                                                           
(1) Deductions from provisions represent losses or expenses for which the 
    respective provisions were created. In the case of the provision for 
    doubtful accounts, such deductions are reduced by recoveries of amounts 
    previously written off.
                                                                                 
(2) Injuries and damages provision is provided to absorb all current expenses 
    as appropriate and for the estimated cost of settling claims for injuries 
    and damages.
                                         
</TABLE>


<PAGE>


                               EXHIBIT INDEX
                                     
                                     
    The  following exhibits indicated by an asterisk preceding the  exhibit
number  are  filed herewith.  The balance of the exhibits  have  heretofore
been  filed  with the SEC, respectively, as the exhibits and  in  the  file
numbers  indicated and are incorporated herein by reference.  The  exhibits
marked  with  a  (+)  are  management contracts or  compensatory  plans  or
arrangements required to be filed herewith and required to be identified as
such  by  Item 14 of Form 10-K.  Reference is made to a duplicate  list  of
exhibits  being filed as a part of this Form 10-K, which list, prepared  in
accordance with Item 102 of Regulation S-T of the SEC, immediately precedes
the exhibits being physically filed with this Form 10-K.

(3) (i)  Articles of Incorporation

Entergy Corporation

(a)    1  --    Certificate  of Incorporation of Entergy Corporation  dated
       December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059).

System Energy

(b)    1  --    Amended  and Restated Articles of Incorporation  of  System
       Energy  and  amendments thereto through April 28,  1989  (A-1(a)  to
       Form U-1 in 70-5399).

Entergy Arkansas

*(c)   1  --    Amended and Restated Articles of Incorporation  of  Entergy
       Arkansas effective November 12, 1999.

Entergy Gulf States

*(d)   1  --    Restated Articles of Incorporation of Entergy  Gulf  States
       effective November 17, 1999.

Entergy Louisiana

(e)    1  --    Amended and Restated Articles of Incorporation  of  Entergy
       Louisiana  effective November 15, 1999 (3(a) to  Form  S-3  in  333-
       93683).

Entergy Mississippi

*(f)   1  --    Amended and Restated Articles of Incorporation  of  Entergy
       Mississippi effective November 12, 1999,

Entergy New Orleans

(g)    1  --    Amended and Restated Articles of Incorporation  of  Entergy
       New  Orleans effective November 15, 1999 (3(a) to Form S-3  in  333-
       95599).

(3) (ii) By-Laws

(a)       --    By-Laws of Entergy Corporation as amended January 29, 1999,
       and as presently in effect (4.2 to Form S-8 in File No. 333-75097).

(b)       --    By-Laws  of System Energy effective July 6,  1998,  and  as
       presently  in effect (3(f) to Form 10-Q for the quarter  ended  June
       30, 1998).

*(c)      --   By-Laws of Entergy Arkansas effective November 26, 1999, and
       as presently in effect.

*(d)      --    By-Laws of Entergy Gulf States effective November 26, 1999,
       and as presently in effect.

(e)       --    By-Laws of Entergy Louisiana effective November  26,  1999,
       and  as  presently  in effect (3(b) to Form S-3  in  File  No.  333-
       93683).

*(f)      --    By-Laws of Entergy Mississippi effective November 26, 1999,
       and as presently in effect.

(g)       --    By-Laws of Entergy New Orleans effective November 30, 1999,
       and  as  presently  in effect (3(b) to Form S-3  in  File  No.  333-
       95599).

(4)    Instruments   Defining   Rights  of  Security   Holders,   Including
       Indentures

Entergy Corporation

(a)    1  --   See (4)(b) through (4)(g) below for instruments defining the
       rights  of  holders  of  long-term debt of  System  Energy,  Entergy
       Arkansas,   Entergy   Gulf   States,  Entergy   Louisiana,   Entergy
       Mississippi and Entergy New Orleans.

(a)    2  --    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);  4-2
       to  Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh); and
       4(b)  to  Form  10-Q for the quarter ended March 31,1999  in  1-2703
       (Fifty-eighth)).

(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-four  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); A-2(a) to Rule  24
       Certificate  dated April 3, 1998 in File No. 70-9141 (Fifty-second);
       A-2(b)  to Rule 24 Certificate dated April 9, 1999 in File  No.  70-
       9141 (Fifty-third); and A-3(a) to Rule 24 Certificate dated July  6,
       1999 in File No. 70-9141 (Fifty-fourth)).

(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 February 1, 1988, as
       amended  by  fourteen 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);  A-2(b) to Rule 24 Certificate dated April 16,  1998  in
       File 70-8719 (Twelfth); A-2(c) to Rule 24 Certificate dated May  12,
       1999   in   File  No.  70-8719  (Thirteenth);  A-3(a)  to  Rule   24
       Certificate  dated  June 8, 1999 in File No.  70-8719  (Fourteenth);
       and  A-2(d) to Rule 24 Certificate dated February 24, 2000  in  File
       No. 70-8719 (Fifteenth)).

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--    Thirty-third  Assignment of Availability Agreement,  Consent
       and  Agreement, dated as of December 20, 1999, among System  Energy,
       Entergy  Arkansas,  Entergy  Louisiana,  Entergy  Mississippi,   and
       Entergy  New Orleans, and The Chase Manhattan Bank (filed as Exhibit
       B-2(b)  to Rule 24 Certificate dated March 3, 2000 in File  No.  70-
       7561).

(a)    26--    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)    27--    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)    28--     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)    29--     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)    30--    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)    31--    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)    32--    Twenty-ninth  Supplementary  Capital  Funds  Agreement   and
       Assignment,  dated  as of April 1, 1994, with  United  States  Trust
       Company  of  New  York and Gerard F. Ganey, as Trustees  (B-3(f)  to
       Rule 24 Certificate dated May 6, 1994, in 70-7946).

(a)    33--     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)    34--    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)    35--    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)    36--    Thirty-third  Supplementary  Capital  Funds  Agreement   and
       Assignment,   dated   as  of  December  20,  1999,   among   Entergy
       Corporation,  System Energy and The Chase Manhattan Bank  (filed  as
       Exhibit  B-3(b) to Rule 24 Certificate dated March 3, 2000  in  File
       No. 70-7561).

(a)    37--    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)    38--    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)    39--   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)    40--    Reallocation  Agreement, dated as of July  28,  1981,  among
       System  Energy  and  certain  other  System  companies  (B-1(a)   in
       70-6624).

(a)    41--    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)    42--    Operating Agreement dated as of May 1, 1980, between  System
       Energy and SMEPA (B(2)(a) in 70-6337).

(a)    43--   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)    44--   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)    45--    Substitute Power Agreement, dated as of May 1,  1980,  among
       Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).

(a)    46--    Grand Gulf Unit No. 2 Supplementary Agreement, dated  as  of
       February  7,  1986,  between System Energy  and  SMEPA  (10(aaa)  in
       33-4033).

(a)    47--    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)   48--    Post-Retirement  Plan (10(a)37 to Form  10-K  for  the  year
       ended December 31, 1983, in 1-3517).

(a)    49--    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)    50--    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)    51--   Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(a)    52--     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)    53--    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)    54--    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)    55--    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)    56--    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)    57--    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)    58--    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)    59--    Guarantee Agreement between Entergy Corporation  and  System
       Energy,  dated  as  of  September  20,  1990  (B-3(a)  to  Rule   24
       Certificate, dated September 27, 1990, in 70- 7757).

(a)    60--     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)    61--     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)    62--    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)   63--     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)   64--    Entergy Corporation Annual Incentive Plan (10(a) 54 to  Form
       10-K for the year ended December 31, 1989, in 1-3517).

+(a)   65--     Equity   Ownership   Plan  of   Entergy   Corporation   and
       Subsidiaries (A-4(a) to Rule 24 Certificate, dated May 24, 1991,  in
       70-7831).

+(a)   66--    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)   67--    1998  Equity  Ownership  Plan  of  Entergy  Corporation  and
       Subsidiaries (Filed with the Proxy Statement dated March 30, 1998).

+(a)   68--    Retired Outside Director Benefit Plan (10(a)63 to Form  10-K
       for the year ended December 31, 1991, in 1-3517).

+(a)   69--   Agreement between Entergy Corporation and Jerry D. Jackson.
       (10(a) 67 to Form 10-K for the year ended December 31, 1992 in 1-
       3517).

+(a)   70--    Supplemental Retirement Plan (10(a) 69 to Form 10-K for  the
       year ended December 31, 1992 in 1-3517).

+(a)   71--    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)   72--     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)   73--    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)    74--     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)   75--    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)   76--    System Executive Retirement Plan (10(a) 82 to Form 10-K  for
       the year ended December 31, 1993 in 1-11299).

+(a)   77--    Jerry  L. Maulden's Retirement Letter Agreement (10(a)77  to
       Form 10-K for the year ended December 31, 1998 in 1-11299).

+(a)   78--    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).

+(a)   79--    Letter to John Wilder offering Employment (10(b)62  to  Form
       10-K for the year ended December 31, 1998 in 1-9067).

*+(a)80--Agreement  between  Entergy  Corporation  and  Donald   C.   Hintz
       effective July 29, 1999

System Energy

(b)    1 through
(b)    14--   See 10(a)-12 through 10(a)-25 above.

(b)    15 through
(b)    28--   See 10(a)-26 through 10(a)-39 above.

(b)    29--    Reallocation  Agreement, dated as of July  28,  1981,  among
       System  Energy  and  certain  other  System  companies  (B-1(a)   in
       70-6624).

(b)    30--    Joint  Construction,  Acquisition and  Ownership  Agreement,
       dated as of May 1, 1980, between System Energy and SMEPA (B-1(a)  in
       70-6337),  as amended by Amendment No. 1, dated as of  May  1,  1980
       (B-1(c)  in  70-6337) and Amendment No. 2, dated as of  October  31,
       1980  (1  to  Rule  24  Certificate,  dated  October  30,  1981,  in
       70-6337).

(b)    31--    Operating Agreement, dated as of May 1, 1980, between System
       Energy and SMEPA (B(2)(a) in 70-6337).

(b)    32-                                                          Amended
       and  Restated  Installment Sale Agreement, dated as of February  15,
       1996,  between  System  Energy  and  Claiborne  County,  Mississippi
       (filed as Exhibit B-6(a) to Rule 24 Certificate dated March 4,  1996
       in 70-8511).

(b)    33--    Loan Agreement, dated as of October 15, 1998, between System
       Energy  and  Mississippi  Business Finance  Corporation  (B-6(b)  to
       Rule 24 Certificate dated November 12, 1998 in 70-8511).

(b)    34--    Loan  Agreement,  dated as of May 15, 1999,  between  System
       Energy and Mississippi Business Finance Corporation (B-6(c) to  Rule
       24 Certificate dated June 8, 1999 in 70-8511).

(b)    35--    Facility Lease No. 1, dated as of December 1, 1988,  between
       Meridian  Trust  Company  and Stephen M.  Carta  (Stephen  J.  Kaba,
       successor),  as  Owner  Trustees, and System  Energy  (B-2(c)(1)  to
       Rule   24  Certificate  dated  January  9,  1989  in  70-7561),   as
       supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-
       22(b)  (1)  to Rule 24 Certificate dated April 21, 1989 in  70-7561)
       and  Lease  Supplement No. 2 dated as of January 1, 1994 (B-3(d)  to
       Rule 24 Certificate dated January 31, 1994 in 70-8215).

(b)    36--    Facility Lease No. 2, dated as of December 1,  1988  between
       Meridian  Trust  Company  and Stephen M.  Carta  (Stephen  J.  Kaba,
       successor),  as  Owner  Trustees, and System  Energy  (B-2(c)(2)  to
       Rule   24  Certificate  dated  January  9,  1989  in  70-7561),   as
       supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-
       22(b)  (2)  to Rule 24 Certificate dated April 21, 1989 in  70-7561)
       and  Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d) Rule
       24 Certificate dated January 31, 1994 in 70-8215).

(b)    37--   Assignment, Assumption and Further Agreement No. 1, dated  as
       of  December  1, 1988, among System Energy, Meridian  Trust  Company
       and  Stephen  M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate,
       dated January 9, 1989, in 70-7561).

(b)    38--   Assignment, Assumption and Further Agreement No. 2, dated  as
       of  December  1, 1988, among System Energy, Meridian  Trust  Company
       and  Stephen  M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate,
       dated January 9, 1989, in 70-7561).

(b)    39--    Collateral  Trust Indenture, dated as of  January  1,  1994,
       among  System  Energy, GG1B Funding Corporation  and  Bankers  Trust
       Company,  as  Trustee (A-3(e) to Rule 24 Certificate  dated  January
       31,  1994,  in  70-8215), as supplemented by Supplemental  Indenture
       No.  1  dated January 1, 1994, (A-3(f) to Rule 24 Certificate  dated
       January 31, 1994, in 70-8215).

(b)    40--    Substitute Power Agreement, dated as of May 1,  1980,  among
       Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).

(b)    41--    Grand Gulf Unit No. 2 Supplementary Agreement, dated  as  of
       February  7,  1986,  between System Energy  and  SMEPA  (10(aaa)  in
       33-4033).

(b)    42--    Unit  Power  Sales Agreement, dated as  of  June  10,  1982,
       between  System  Energy  and  Entergy Arkansas,  Entergy  Louisiana,
       Entergy  Mississippi and Entergy New Orleans (10(a)-39 to Form  10-K
       for the year ended December 31, 1982, in 1-3517).

(b)    43--    First Amendment to the Unit Power Sales Agreement, dated  as
       of  June  28,  1984,  between System Energy  and  Entergy  Arkansas,
       Entergy  Louisiana, Entergy Mississippi and Entergy New Orleans  (19
       to Form 10-Q for the quarter ended September 30, 1984, in 1-3517).

(b)    44--   Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(b)    45--    Fuel  Lease,  dated as of February 24, 1989,  between  River
       Fuel  Funding Company #3, Inc. and System Energy (B-1(b) to Rule  24
       Certificate, dated March 3, 1989, in 70-7604).

(b)    46--   System Energy's Consent, dated January 31, 1995, pursuant  to
       Fuel  Lease,  dated  as  of February 24, 1989,  between  River  Fuel
       Funding  Company  #3,  Inc. and System Energy  (B-1(c)  to  Rule  24
       Certificate, dated February 13, 1995 in 70-7604).

(b)    47--    Sales  Agreement, dated as of June 21, 1974, between  System
       Energy  and  Entergy  Mississippi (D to Rule 24  Certificate,  dated
       June 26, 1974, in 70-5399).

(b)    48--    Service Agreement, dated as of June 21, 1974, between System
       Energy  and  Entergy  Mississippi (E to Rule 24  Certificate,  dated
       June 26, 1974, in 70-5399).

(b)    49--    Partial Termination Agreement, dated as of December 1, 1986,
       between  System  Energy  and Entergy Mississippi  (A-2  to  Rule  24
       Certificate, dated January 8, 1987, in 70-5399).

(b)    50--     Middle  South  Utilities,  Inc.  and  Subsidiary  Companies
       Intercompany Income Tax Allocation Agreement, dated April  28,  1988
       (D-1 to Form U5S for the year ended December 31, 1987).

(b)    51--    First  Amendment, dated January 1, 1990 to the Middle  South
       Utilities  Inc.  and  Subsidiary Companies Intercompany  Income  Tax
       Allocation   Agreement  (D-2  to  Form  U5S  for  the   year   ended
       December 31, 1989).

(b)    52--    Second  Amendment  dated January 1,  1992,  to  the  Entergy
       Corporation  and  Subsidiary  Companies  Intercompany   Income   Tax
       Allocation  Agreement (D-3 to Form U5S for the year  ended  December
       31, 1992).

(b)    53--    Third Amendment dated January 1, 1994 to Entergy Corporation
       and   Subsidiary   Companies  Intercompany  Income  Tax   Allocation
       Agreement  (D-3(a)  to  Form U5S for the  year  ended  December  31,
       1993).

(b)    54--    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--    Amended and Restated Reimbursement Agreement,  dated  as  of
       December  1, 1988 as amended and restated as of December  20,  1999,
       among  System  Energy Resources, Inc., The Bank of Tokyo-Mitsubishi,
       Ltd.,   as   Funding   Bank  and  The  Chase  Manhattan   Bank,   as
       administrating   bank,   Union  Bank   of   California,   N.A.,   as
       documentation  agent, and the Banks named therein, as  Participating
       Banks  (B-1(b)  to Rule 24 Certificate dated March 3,  2000  in  70-
       7561).

+(b)   60--    Letter to John Wilder offering Employment (10(b)62  to  Form
       10-K for the year ended December 31, 1998 in 1-9067).

+(b)   61--    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)    25--   See 10(a)-12 through 10(a)-25 above.

(c)    26--    Agreement,  dated August 20, 1954, between Entergy  Arkansas
       and the United States of America (SPA)(13(h) in 2-11467).

(c)    27--    Amendment,  dated April 19, 1955, to the  United  States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-2 in 2-41080).

(c)    28--    Amendment,  dated January 3, 1964, to the United  States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-3 in 2-41080).

(c)    29--    Amendment, dated September 5, 1968, to the United States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-4 in 2-41080).

(c)    30--    Amendment, dated November 19, 1970, to the United States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-5 in 2-41080).

(c)    31--    Amendment,  dated July 18, 1961, to  the  United  States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-6 in 2-41080).

(c)    32--    Amendment, dated December 27, 1961, to the United States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-7 in 2-41080).

(c)    33--    Amendment, dated January 25, 1968, to the United  States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-8 in 2-41080).

(c)    34--    Amendment, dated October 14, 1971, to the United  States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-9 in 2-43175).

(c)    35--    Amendment, dated January 10, 1977, to the United  States  of
       America (SPA) Contract, dated August 20, 1954 (5(d)-10 in 2-60233).

(c)    36--    Agreement, dated May 14, 1971, between Entergy Arkansas  and
       the United States of America (SPA) (5(e) in 2-41080).

(c)    37--    Amendment, dated January 10, 1977, to the United  States  of
       America (SPA) Contract, dated May 14, 1971 (5(e)-1 in 2-60233).

(c)    38--    Contract,  dated May 28, 1943, Amendment to Contract,  dated
       July  21,  1949,  and  Supplement to Amendment  to  Contract,  dated
       December  30,  1949,  between  Entergy  Arkansas  and  McKamie   Gas
       Cleaning  Company;  Agreements, dated  as  of  September  30,  1965,
       between  Entergy  Arkansas and former stockholders  of  McKamie  Gas
       Cleaning  Company;  and Letter Agreement, dated June  22,  1966,  by
       Humble  Oil & Refining Company accepted by Entergy Arkansas on  June
       24, 1966 (5(k)-7 in 2-41080).

(c)    39--   Agreement, dated April 3, 1972, between Entergy Services  and
       Gulf United Nuclear Fuels Corporation (5(l)-3 in 2-46152).

(c)    40--    Fuel  Lease,  dated as of December 22, 1988,  between  River
       Fuel  Trust  #1 and Entergy Arkansas (B-1(b) to Rule 24  Certificate
       in 70-7571).

(c)    41--    White Bluff Operating Agreement, dated June 27, 1977,  among
       Entergy  Arkansas and Arkansas Electric Cooperative Corporation  and
       City  Water  and  Light  Plant of the City  of  Jonesboro,  Arkansas
       (B-2(a) to Rule 24 Certificate, dated June 30, 1977, in 70-6009).

(c)    42--    White Bluff Ownership Agreement, dated June 27, 1977,  among
       Entergy  Arkansas and Arkansas Electric Cooperative Corporation  and
       City  Water  and  Light  Plant of the City  of  Jonesboro,  Arkansas
       (B-1(a) to Rule 24 Certificate, dated June 30, 1977, in 70-6009).

(c)    43--   Agreement, dated June 29, 1979, between Entergy Arkansas  and
       City of Conway, Arkansas (5(r)-3 in 2-66235).

(c)    44--     Transmission  Agreement,  dated  August  2,  1977,  between
       Entergy  Arkansas  and City Water and Light Plant  of  the  City  of
       Jonesboro, Arkansas (5(r)-3 in 2-60233).

(c)    45--    Power  Coordination,  Interchange and  Transmission  Service
       Agreement,  dated  as  of June 27, 1977, between  Arkansas  Electric
       Cooperative Corporation and Entergy Arkansas (5(r)-4 in 2-60233).

(c)    46--    Independence  Steam  Electric Station  Operating  Agreement,
       dated  July  31, 1979, among Entergy Arkansas and Arkansas  Electric
       Cooperative Corporation and City Water and Light Plant of  the  City
       of  Jonesboro,  Arkansas  and City of Conway,  Arkansas  (5(r)-6  in
       2-66235).

(c)    47--    Amendment, dated December 4, 1984, to the Independence Steam
       Electric Station Operating Agreement (10(c) 51 to Form 10-K for  the
       year ended December 31, 1984, in 1-10764).

(c)    48--    Independence  Steam  Electric Station  Ownership  Agreement,
       dated  July  31, 1979, among Entergy Arkansas and Arkansas  Electric
       Cooperative Corporation and City Water and Light Plant of  the  City
       of  Jonesboro,  Arkansas  and City of Conway,  Arkansas  (5(r)-7  in
       2-66235).

(c)    49--    Amendment,  dated  December 28, 1979,  to  the  Independence
       Steam Electric Station Ownership Agreement (5(r)-7(a) in 2-66235).

(c)    50--    Amendment, dated December 4, 1984, to the Independence Steam
       Electric Station Ownership Agreement (10(c) 54 to Form 10-K for  the
       year ended December 31, 1984, in 1-10764).

(c)    51--    Owner's  Agreement, dated November 28, 1984,  among  Entergy
       Arkansas,  Entergy Mississippi, other co-owners of the  Independence
       Station  (10(c)  55  to Form 10-K for the year  ended  December  31,
       1984, in 1-10764).

(c)    52--    Consent, Agreement and Assumption, dated December  4,  1984,
       among Entergy Arkansas, Entergy Mississippi, other co-owners of  the
       Independence  Station and United States Trust Company of  New  York,
       as  Trustee  (10(c) 56 to Form 10-K for the year ended December  31,
       1984, in 1-10764).

(c)    53--    Power  Coordination,  Interchange and  Transmission  Service
       Agreement,  dated as of July 31, 1979, between Entergy Arkansas  and
       City  Water  and  Light  Plant of the City  of  Jonesboro,  Arkansas
       (5(r)-8 in 2-66235).

(c)    54--    Power  Coordination, Interchange and Transmission Agreement,
       dated  as  of  June 29, 1979, between City of Conway,  Arkansas  and
       Entergy Arkansas (5(r)-9 in 2-66235).

(c)    55--   Agreement, dated June 21, 1979, between Entergy Arkansas  and
       Reeves  E.  Ritchie  ((10)(b)-90 to Form 10-K  for  the  year  ended
       December 31, 1980, in 1-10764).

(c)    56--    Reallocation  Agreement, dated as of July  28,  1981,  among
       System  Energy  and  certain  other  System  companies  (B-1(a)   in
       70-6624).

+(c)   57--    Post-Retirement Plan (10(b) 55 to Form  10-K  for  the  year
       ended December 31, 1983, in 1-10764).

(c)    58--    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)    59--    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)    60--   Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(c)    61--     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)    62--     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)    63--    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)    64--    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)    65--     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)    66--    Assignment of Coal Supply Agreement, dated December 1, 1987,
       between  System  Fuels and Entergy Arkansas (B  to  Rule  24  letter
       filing, dated November 10, 1987, in 70-5964).

(c)    67--    Coal  Supply  Agreement, dated December  22,  1976,  between
       System  Fuels and Antelope Coal Company (B-1 in 70-5964), as amended
       by  First  Amendment (A to Rule 24 Certificate in  70-5964);  Second
       Amendment (A to Rule 24 letter filing, dated December 16,  1983,  in
       70-5964);  and  Third Amendment (A to Rule 24 letter  filing,  dated
       November 10, 1987 in 70-5964).

(c)    68--    Operating Agreement between Entergy Operations  and  Entergy
       Arkansas,  dated as of June 6, 1990 (B-1(b) to Rule 24  Certificate,
       dated June 15, 1990, in 70-7679).

(c)    69--    Guaranty Agreement between Entergy Corporation  and  Entergy
       Arkansas,  dated  as  of  September 20,  1990  (B-1(a)  to  Rule  24
       Certificate, dated September 27, 1990, in 70-7757).

(c)    70--    Agreement  for  Purchase and Sale  of  Independence  Unit  2
       between  Entergy Arkansas and Entergy Power, dated as of August  28,
       1990  (B-3(c) to Rule 24 Certificate, dated September  6,  1990,  in
       70-7684).

(c)    71--    Agreement  for Purchase and Sale of Ritchie Unit  2  between
       Entergy  Arkansas  and Entergy Power, dated as of  August  28,  1990
       (B-4(d)  to  Rule  24  Certificate,  dated  September  6,  1990,  in
       70-7684).

(c)    72--     Ritchie  Steam  Electric  Station  Unit  No.  2   Operating
       Agreement  between Entergy Arkansas and Entergy Power, dated  as  of
       August  28, 1990 (B-5(a) to Rule 24 Certificate, dated September  6,
       1990, in 70-7684).

(c)    73--     Ritchie  Steam  Electric  Station  Unit  No.  2   Ownership
       Agreement  between Entergy Arkansas and Entergy Power, dated  as  of
       August  28, 1990 (B-6(a) to Rule 24 Certificate, dated September  6,
       1990, in 70-7684).

(c)    74--    Power  Coordination,  Interchange and  Transmission  Service
       Agreement  between Entergy Power and Entergy Arkansas, dated  as  of
       August  28,  1990  (10(c)-71  to  Form  10-K  for  the  year   ended
       December 31, 1990, in 1-10764).

+(c)   75--     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)   76--    Entergy Corporation Annual Incentive Plan (10(a)54  to  Form
       10-K for the year ended December 31, 1989, in 1-3517).

+(c)   77--     Equity   Ownership   Plan  of   Entergy   Corporation   and
       Subsidiaries (A-4(a) to Rule 24 Certificate, dated May 24, 1991,  in
       70-7831).

+(c)   78--    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)   79--    1998  Equity  Ownership  Plan  of  Entergy  Corporation  and
       Subsidiaries (Filed with the Proxy Statement dated March 30, 1998).

+(c)   80--    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)   81--    Supplemental Retirement Plan (10(a)69 to Form 10-K  for  the
       year ended December 31, 1992 in 1-3517).

+(c)   82--    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)   83--     Executive  Disability  Plan  of  Entergy  Corporation   and
       Subsidiaries  (10(a)72 to Form 10-K for the year ended December  31,
       1992 in 1-3517).

+(c)   84--    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--    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)   87--    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)   88--    System Executive Retirement Plan (10(a) 82 to Form 10-K  for
       the year ended December 31, 1993 in 1-11299).

(c)    89--    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)    90--    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)    91--    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)    92--         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)    93--         Loan  Agreement  dated June 15, 1994,  between  Entergy
       Arkansas  and  Pope County, Arkansas (B-1(b) to Rule 24  Certificate
       in 70-8405).

(c)    94--         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)    95--          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)    96--         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)   97--    Letter to John Wilder offering Employment (10(b)62  to  Form
       10-K for the year ended December 31, 1998 in 1-9067).

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--          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)    50--    Refunding Agreement dated as of May 1, 1998 between  Entergy
       Gulf  States and Parish of Iberville, State of Louisiana (B-3(a)  to
       Rule 24 Certificate dated May 29, 1998 in 70-8721).

(d)    51--    Refunding Agreement dated as of May 1, 1998 between  Entergy
       Gulf  States  and  Industrial Development Board  of  the  Parish  of
       Calcasieu,  Inc.  (B-3(b) to Rule 24 Certificate dated  January  29,
       1999 in 70-8721).

(d)    52--   Refunding Agreement (Series 1999-A) dated as of September  1,
       1999  between  Entergy  Gulf States and Parish  of  West  Feliciana,
       State  of Louisiana (B-3(c) to Rule 24 Certificate dated October  8,
       1999 in 70-8721).

(d)    53--   Refunding Agreement (Series 1999-B) dated as of September  1,
       1999  between  Entergy  Gulf States and Parish  of  West  Feliciana,
       State  of Louisiana (B-3(d) to Rule 24 Certificate dated October  8,
       1999 in 70-8721).

+(d)   56--    1998  Equity  Ownership  Plan  of  Entergy  Corporation  and
       Subsidiaries (Filed with the Proxy Statement dated March 30, 1998).

+(d)   57--    Letter to John Wilder offering Employment (10(b)62  to  Form
       10-K for the year ended December 31, 1998 in 1-9067).

Entergy Louisiana

(e)    1  --   Agreement, dated April 23, 1982, among Entergy Louisiana and
       certain  other  System companies, relating to  System  Planning  and
       Development and Intra-System Transactions (10(a) 1 to Form 10-K  for
       the year ended December 31, 1982, in 1-3517).

(e)    2  --    Middle  South  Utilities  System  Agency  Agreement,  dated
       December 11, 1970 (5(a)-2 in 2-41080).

(e)    3  --    Amendment, dated as of February 10, 1971, to  Middle  South
       Utilities  System Agency Agreement, dated December 11, 1970  (5(a)-4
       in 2-41080).

(e)    4  --    Amendment,  dated May 12, 1988, to Middle  South  Utilities
       System  Agency  Agreement, dated December 11, 1970  (5(a)  4  in  2-
       41080).

(e)    5  --   Middle South Utilities System Agency Coordination Agreement,
       dated December 11, 1970 (5(a)-3 in 2-41080).

(e)    6  --    Service Agreement with Entergy Services, dated as of  April
       1, 1963 (5(a)-5 in 2-42523).

(e)    7  --   Amendment, dated as of January 1, 1972, to Service Agreement
       with Entergy Services (4(a)-6 in 2-45916).

(e)    8  --    Amendment, dated as of April 27, 1984, to Service Agreement
       with  Entergy  Services (10(a) 7 to Form 10-K  for  the  year  ended
       December 31, 1984, in 1-3517).

(e)    9  --    Amendment, dated as of August 1, 1988, to Service Agreement
       with  Entergy  Services (10(d)-8 to Form 10-K  for  the  year  ended
       December 31, 1988, in 1-8474).

(e)    10--    Amendment, dated January 1, 1991, to Service Agreement  with
       Entergy   Services  (10(d)-9  to  Form  10-K  for  the  year   ended
       December 31, 1990, in 1-8474).

(e)    11--    Amendment, dated January 1, 1992, to Service Agreement  with
       Entergy  Services (10(a)-11 to Form 10-K for the year ended December
       31, 1994 in 1-3517).

(e)    12 through
(e)    25--   See 10(a)-12 through 10(a)-25 above.

(e)    26--    Fuel Lease, dated as of January 31, 1989, between River Fuel
       Company  #2,  Inc.,  and  Entergy  Louisiana  (B-1(b)  to  Rule   24
       Certificate in 70-7580).

(e)    27--    Reallocation  Agreement, dated as of July  28,  1981,  among
       System  Energy  and  certain  other  System  companies  (B-1(a)   in
       70-6624).

(e)    28--    Compromise  and Settlement Agreement, dated  June  4,  1982,
       between  Texaco,  Inc. and Entergy Louisiana  (28(a)  to  Form  8-K,
       dated June 4, 1982, in 1-8474).

+(e)   29--    Post-Retirement  Plan (10(c)23 to Form  10-K  for  the  year
       ended December 31, 1983, in 1-8474).

(e)    30--    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)    31--    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)    32--   Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(e)    33--     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)    34--    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)    35--    Second  Amendment  dated January 1,  1992,  to  the  Entergy
       Corporation  and  Subsidiary  Companies  Intercompany   Income   Tax
       Allocation  Agreement (D-3 to Form U5S for the year  ended  December
       31, 1992).

(e)    36--    Third Amendment dated January 1, 1994 to Entergy Corporation
       and   Subsidiary   Companies  Intercompany  Income  Tax   Allocation
       Agreement  (D-3(a)  to  Form U5S for the  year  ended  December  31,
       1993).

(e)    37--     Contract  for  Disposal  of  Spent  Nuclear   Fuel   and/or
       High-Level  Radioactive Waste, dated February 2,  1984,  among  DOE,
       System  Fuels  and Entergy Louisiana (10(d)33 to Form 10-K  for  the
       year ended December 31, 1984, in 1-8474).

(e)    38--    Operating Agreement between Entergy Operations  and  Entergy
       Louisiana,  dated as of June 6, 1990 (B-2(c) to Rule 24 Certificate,
       dated June 15, 1990, in 70-7679).

(e)    39--    Guarantee Agreement between Entergy Corporation and  Entergy
       Louisiana,  dated  as  of September 20, 1990  (B-2(a),  to  Rule  24
       Certificate, dated September 27, 1990, in 70-7757).

+(e)   40--     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)   41--    Entergy Corporation Annual Incentive Plan (10(a) 54 to  Form
       10-K for the year ended December 31, 1989, in 1-3517).

+(e)   42--     Equity   Ownership   Plan  of   Entergy   Corporation   and
       Subsidiaries (A-4(a) to Rule 24 Certificate, dated May 24, 1991,  in
       70-7831).

+(e)   43--    Amendment  No.  1 to the Equity Ownership  Plan  of  Entergy
       Corporation  and Subsidiaries (10(a) 71 to Form 10-K  for  the  year
       ended December 31, 1992 in 1-3517).

+(e)   44--    1998  Equity  Ownership  Plan  of  Entergy  Corporation  and
       Subsidiaries (Filed with the Proxy Statement dated March 30, 1998).

+(e)   45--    Supplemental Retirement Plan (10(a) 69 to Form 10-K for  the
       year ended December 31, 1992 in 1-3517).

+(e)   46--    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)   47--     Executive  Disability  Plan  of  Entergy  Corporation   and
       Subsidiaries (10(a) 72 to Form 10-K for the year ended December  31,
       1992 in 1-3517).

+(e)   48--    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--    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)   51--    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)   52--    System Executive Retirement Plan (10(a) 82 to Form 10-K  for
       the year ended December 31, 1993 in 1-11299).

(e)    53--    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)    54--    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)    55--    Refunding Agreement (Series 1999-A), dated  as  of  June  1,
       1999, between Entergy Louisiana and Parish of St. Charles, State  of
       Louisiana (B-6(a) to Rule 24 Certificate dated July 6, 1999  in  70-
       9141).

(e)    56--    Refunding Agreement (Series 1999-B), dated  as  of  June  1,
       1999, between Entergy Louisiana and Parish of St. Charles, State  of
       Louisiana (B-6(b) to Rule 24 Certificate dated July 6, 1999  in  70-
       9141).

(e)    57--    Refunding Agreement (Series 1999-C), dated as of October  1,
       1999, between Entergy Louisiana and Parish of St. Charles, State  of
       Louisiana (B-11(a) to Rule 24 Certificate dated October 15, 1999  in
       70-9141).

(e)    58--    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)   59--    Letter to John Wilder offering Employment (10(b)62  to  Form
       10-K for the year ended December 31, 1998 in 1-9067).

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)    25--   See 10(a)-12 - 10(a)-25above.

(f)    26--    Installment  Sale  Agreement, dated  as  of  June  1,  1974,
       between  Entergy Mississippi and Washington County, Mississippi  (B-
       2(a) to Rule 24 Certificate, dated August 1, 1974, in 70-5504).

(f)    27--   Amended and Restated Installment Sale Agreement, dated as  of
       April  1,  1994,  between  Entergy Mississippi  and  Warren  County,
       Mississippi (B-6(a) to Rule 24 Certificate dated May 4, 1994, in 70-
       7914).

(f)    28--   Amended and Restated Installment Sale Agreement, dated as  of
       April  1,  1994, between Entergy Mississippi and Washington  County,
       Mississippi, (B-6(b) to Rule 24 Certificate dated May  4,  1994,  in
       70-7914).

(f)    29--    Refunding  Agreement,  dated as  of  May  1,  1999,  between
       Entergy  Mississippi  and Independence County, Arkansas  (B-6(a)  to
       Rule 24 Certificate dated June 8, 1999 in 70-8719).

(f)    30--    Substitute Power Agreement, dated as of May 1,  1980,  among
       Entergy Mississippi, System Energy and SMEPA (B-3(a) in 70-6337).

(f)    31--    Amendment, dated December 4, 1984, to the Independence Steam
       Electric Station Operating Agreement (10(c) 51 to Form 10-K for  the
       year ended December 31, 1984, in 0-375).

(f)    32--    Amendment, dated December 4, 1984, to the Independence Steam
       Electric Station Ownership Agreement (10(c) 54 to Form 10-K for  the
       year ended December 31, 1984, in 0-375).

(f)    33--    Owners  Agreement, dated November 28,  1984,  among  Entergy
       Arkansas,   Entergy   Mississippi  and  other   co-owners   of   the
       Independence  Station  (10(c) 55 to Form 10-K  for  the  year  ended
       December 31, 1984, in 0-375).

(f)    34--    Consent, Agreement and Assumption, dated December  4,  1984,
       among Entergy Arkansas, Entergy Mississippi, other co-owners of  the
       Independence  Station and United States Trust Company of  New  York,
       as  Trustee  (10(c) 56 to Form 10-K for the year ended December  31,
       1984, in 0-375).

(f)    35--    Reallocation  Agreement, dated as of July  28,  1981,  among
       System  Energy  and  certain  other  System  companies  (B-1(a)   in
       70-6624).

+(f)   36--    Post-Retirement Plan (10(d) 24 to Form  10-K  for  the  year
       ended December 31, 1983, in 0-320).

(f)    37--    Unit  Power  Sales Agreement, dated as  of  June  10,  1982,
       between  System  Energy  and  Entergy Arkansas,  Entergy  Louisiana,
       Entergy Mississippi, and Entergy New Orleans (10(a) 39 to Form  10-K
       for the year ended December 31, 1982, in 1-3517).

(f)    38--    First Amendment to the Unit Power Sales Agreement, dated  as
       of  June  28,  1984,  between System Energy  and  Entergy  Arkansas,
       Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans  (19
       to Form 10-Q for the quarter ended September 30, 1984, in 1-3517).

(f)    39--   Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(f)    40--    Sales  Agreement, dated as of June 21, 1974, between  System
       Energy  and  Entergy  Mississippi (D to Rule 24  Certificate,  dated
       June 26, 1974, in 70-5399).

(f)    41--    Service Agreement, dated as of June 21, 1974, between System
       Energy  and  Entergy  Mississippi (E to Rule 24  Certificate,  dated
       June 26, 1974, in 70-5399).

(f)    42--    Partial Termination Agreement, dated as of December 1, 1986,
       between  System  Energy  and Entergy Mississippi  (A-2  to  Rule  24
       Certificate dated January 8, 1987, in 70-5399).

(f)    43--     Middle  South  Utilities,  Inc.  and  Subsidiary  Companies
       Intercompany Income Tax Allocation Agreement, dated April  28,  1988
       (D-1 to Form U5S for the year ended December 31, 1987).

(f)    44--    First  Amendment dated January 1, 1990 to the  Middle  South
       Utilities  Inc. and Subsidiary Companies Intercompany Tax Allocation
       Agreement (D-2 to Form U5S for the year ended December 31, 1989).

(f)    45--    Second  Amendment  dated January 1,  1992,  to  the  Entergy
       Corporation  and  Subsidiary  Companies  Intercompany   Income   Tax
       Allocation  Agreement (D-3 to Form U5S for the year  ended  December
       31, 1992).

(f)    46--    Third Amendment dated January 1, 1994 to Entergy Corporation
       and   Subsidiary   Companies  Intercompany  Income  Tax   Allocation
       Agreement  (D-3(a)  to  Form U5S for the  year  ended  December  31,
       1993).

+(f)   47--     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--    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)   56--    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)   57--    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)   58--    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)   59--    System Executive Retirement Plan (10(a) 82 to Form 10-K  for
       the year ended December 31, 1993 in 1-11299).

+(f)   60--    Letter to John Wilder offering Employment (10(b)62  to  Form
       10-K for the year ended December 31, 1998 in 1-9067).

Entergy New Orleans

(g)    1  --    Agreement, dated April 23, 1982, among Entergy New  Orleans
       and  certain other System companies, relating to System Planning and
       Development and Intra-System Transactions (10(a)-1 to Form 10-K  for
       the year ended December 31, 1982, in 1-3517).

(g)    2  --    Middle  South  Utilities  System  Agency  Agreement,  dated
       December 11, 1970 (5(a)-2 in 2-41080).

(g)    3  --    Amendment  dated as of February 10, 1971, to  Middle  South
       Utilities  System Agency Agreement, dated December 11, 1970  (5(a)-4
       in 2-41080).

(g)    4  --    Amendment,  dated May 12, 1988, to Middle  South  Utilities
       System  Agency  Agreement, dated December 11, 1970  (5(a)  4  in  2-
       41080).

(g)    5  --   Middle South Utilities System Agency Coordination Agreement,
       dated December 11, 1970 (5(a)-3 in 2-41080).

(g)    6  --   Service Agreement with Entergy Services dated as of April 1,
       1963 (5(a)-5 in 2-42523).

(g)    7  --   Amendment, dated as of January 1, 1972, to Service Agreement
       with Entergy Services (4(a)-6 in 2-45916).

(g)    8  --    Amendment, dated as of April 27, 1984, to Service Agreement
       with  Entergy  Services  (10(a)7 to Form 10-K  for  the  year  ended
       December 31, 1984, in 1-3517).

(g)    9  --    Amendment, dated as of August 1, 1988, to Service Agreement
       with  Entergy  Services (10(f)-8 to Form 10-K  for  the  year  ended
       December 31, 1988, in 0-5807).

(g)    10--    Amendment, dated January 1, 1991, to Service Agreement  with
       Entergy   Services  (10(f)-9  to  Form  10-K  for  the  year   ended
       December 31, 1990, in 0-5807).

(g)    11--    Amendment, dated January 1, 1992, to Service Agreement  with
       Entergy Services (10(a)-11 to Form 10-K for year ended December  31,
       1994 in 1-3517).

(g)    12 through
(g)    25--   See 10(a)-12 - 10(a)-25 above.

(g)    26--    Reallocation  Agreement, dated as of July  28,  1981,  among
       System  Energy  and  certain  other  System  companies  (B-1(a)   in
       70-6624).

+(g)   27--    Post-Retirement Plan (10(e) 22 to Form  10-K  for  the  year
       ended December 31, 1983, in 1-1319).

(g)    28--    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)    29--    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)    30--   Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(g)    31--    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)    32--     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)    33--    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)    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).

(g)    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).

+(g)   36--     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)   37--    Entergy Corporation Annual Incentive Plan (10(a)54  to  Form
       10-K for the year ended December 31, 1989, in 1-3517).

+(g)   38--     Equity   Ownership   Plan  of   Entergy   Corporation   and
       Subsidiaries (A-4(a) to Rule 24 Certificate, dated May 24, 1991,  in
       70-7831).

+(g)   39--    Amendment  No.  1 to the Equity Ownership  Plan  of  Entergy
       Corporation  and  Subsidiaries (10(a)71 to Form 10-K  for  the  year
       ended December 31, 1992 in 1-3517).

+(g)   40--    1998  Equity  Ownership  Plan  of  Entergy  Corporation  and
       Subsidiaries (Filed with the Proxy Statement dated March 30, 1998).

+(g)   41--    Supplemental Retirement Plan (10(a)69 to Form 10-K  for  the
       year ended December 31, 1992 in 1-3517).

+(g)   42--    Defined Contribution Restoration Plan of Entergy Corporation
       and   Subsidiaries  (10(a)53  to  Form  10-K  for  the  year   ended
       December 31, 1989 in 1-3517).

+(g)   43--     Executive  Disability  Plan  of  Entergy  Corporation   and
       Subsidiaries  (10(a)72 to Form 10-K for the year ended December  31,
       1992 in 1-3517).

+(g)   44--    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--    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)   47--    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)   48--    System Executive Retirement Plan (10(a) 82 to Form 10-K  for
       the year ended December 31, 1993 in 1-11299).

+(g)   49--    Letter to John Wilder offering Employment (10(b)62  to  Form
       10-K for the year ended December 31, 1998 in 1-9067).

 (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 198.

*(24)  Powers of Attorney

  (27)  Financial Data Schedule

*(a)   Financial Data Schedule for Entergy Corporation and Subsidiaries  as
       of December 31, 1999.

*(b)   Financial  Data  Schedule for Entergy Arkansas as  of  December  31,
       1999.

*(c)   Financial  Data Schedule for Entergy Gulf States as of December  31,
       1999.

*(d)   Financial  Data  Schedule for Entergy Louisiana as of  December  31,
       1999.

*(e)   Financial  Data Schedule for Entergy Mississippi as of December  31,
       1999.

*(f)   Financial  Data Schedule for Entergy New Orleans as of December  31,
       1999.

*(g)   Financial Data Schedule for System Energy as of December 31, 1999.

_________________

*  Filed herewith.
+  Management contracts or compensatory plans or arrangements.





                                      Effective November 12, 1999
                                
                                                                 
                                                 Exhibit 3(i)(c)1

                                                                 
                      AMENDED AND RESTATED
                    ARTICLES OF INCORPORATION
                               OF