______________________________________________________________________
                                   
                             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, 2000

                    OR

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

          For the transition period from ____________ to ____________

Commission      Registrant, State of Incorporation,    IRS Employer
File Number     Address of Principal Executive         Identification No.
                Offices and Telephone Number           
1-11299         ENTERGY CORPORATION                    72-1229752
                (a Delaware corporation)               
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 576-4000               
                                                       
1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                       
1-27031         ENTERGY GULF STATES, INC.              74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                       
1-8474          ENTERGY LOUISIANA, INC.                72-0245590
                (a Louisiana corporation)              
                4809 Jefferson Highway                 
                Jefferson, Louisiana 70121             
                Telephone (504) 840-2734               
                                                       
0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 368-5000               
                                                       
0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)              
                1600 Perdido Street, Building 505      
                New Orleans, Louisiana 70112           
                Telephone (504) 670-3674               
                                                       
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 368-5000               
                                                       
______________________________________________________________________


<PAGE>

<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 - 220,062,294        New York Stock Exchange, Inc.
                                 shares outstanding at February 28, 2001          Chicago Stock Exchange Inc.
                                                                                  Pacific Exchange Inc.
                                                                                  
Entergy Arkansas Capital I     8-1/2% Cumulative Quarterly Income Preferred       New York Stock Exchange, Inc.
                                 Securities, Series A                             
                                                                                  
Entergy Gulf States, Inc.      Preferred Stock, Cumulative, $100 Par Value:
                                 $4.40 Dividend Series                            New York Stock Exchange, Inc.
                                 $4.52 Dividend Series                            New York Stock Exchange, Inc.
                                 $5.08 Dividend Series                            New York Stock Exchange, Inc.
                                 Adjustable Rate Series B (Depository Receipts)   New York Stock Exchange, Inc.
                                                                                  
Entergy Gulf States Capital I  8.75% Cumulative Quarterly Income Preferred        New York Stock Exchange, Inc.
                                 Securities, Series A                             
                                                                                  
Entergy Louisiana Capital I    9% Cumulative Quarterly Income Preferred           New York Stock Exchange, Inc.
                                 Securities, Series A                             

</TABLE>


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

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


<PAGE>

      Indicate  by  check mark whether the registrants (1) have  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period  that the registrants were required to file such reports),  and  (2)
have  been  subject to such filing requirements for the past 90 days.   Yes
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 $8.5 billion based on the  reported
last  sale  price of such stock on the New York Stock Exchange on  February
28, 2001.  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  11,
2001, 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                                               36

     Item 3. Legal Proceedings                                        36

     Item 4. Submission of Matters to a Vote of Security Holders      36
             Directors and Executive Officers of Entergy Corporation  37

Part II

     Item 5. Market for Registrants' Common Equity and Related
              Stockholder Matters                                     39

     Item 6. Selected Financial Data                                  40

     Item 7. Management's Discussion and Analysis of Financial
              Condition and Results of Operations                     40

     Item 7A.Quantitative and Qualitative Disclosures About Market
              Risk                                                    40

     Item 8. Financial Statements and Supplementary Data              41

     Item 9. Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                    210 

Part III

     Item 10.Directors and Executive Officers of the Registrants     210

     Item 11.Executive Compensation				     214

     Item 12.Security Ownership of Certain Beneficial Owners and
              Management					     228

     Item 13.Certain Relationships and Related Transactions	     230

Part IV

     Item 14.Exhibits, Financial Statement Schedules, and Reports 
              on Form 8-K                                            232
Signatures                                                           233
Report of Independent Accountants on Financial Statement Schedules   241
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
                                     
      The following constitutes a "Safe Harbor" statement under the Private
Securities  Litigation Reform Act of 1995:  Investors  are  cautioned  that
forward-looking statements contained herein with respect to  the  revenues,
earnings,  performance,  strategies, prospects and  other  aspects  of  the
business  of  Entergy  Corporation, Entergy Arkansas,  Inc.,  Entergy  Gulf
States,  Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc.,  Entergy
New  Orleans, Inc., and System Energy Resources, Inc. and their  affiliated
companies  may involve risks and uncertainties.  A number of factors  could
cause  actual results or outcomes to differ materially from those indicated
by  such  forward-looking statements.  These factors include, but  are  not
limited  to, risks and uncertainties relating to:  the effects of  weather,
the   performance  of  generating  units  and  transmission  systems,   the
possession  of  nuclear  materials, fuel and  purchased  power  prices  and
availability,  the  effects of regulatory decisions  and  changes  in  law,
litigation,  capital  spending  requirements,  the  onset  of  competition,
including  the ability to recover net regulatory assets and other potential
stranded  costs,  the  effects  of recent developments  in  the  California
electricity  market  on  the  utility  industry  nationally,  advances   in
technology,  changes in accounting standards, corporate  restructuring  and
changes in capital structure, consummation of the business combination with
FPL  Group,  Inc., consummation of the Koch Industries joint  venture,  the
success  of  new business ventures, changes in the markets for  electricity
and  other  energy-related commodities, changes in interest  rates  and  in
financial and foreign currency markets generally, the economic climate  and
growth  in  Entergy's service territories, changes in corporate strategies,
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.
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 #1
EPA                 United States Environmental Protection Agency
EPAct               Energy Policy Act of 1992
EPDC                Entergy Power Development Corporation
EPMC                Entergy Power Marketing Corporation
ET&M                Entergy Trading and Marketing, Ltd.
ETHC                Entergy Technology Holding Company
EWG                 Exempt wholesale generator under PUHCA
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
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.


<PAGE>
                        DEFINITIONS (Continued)
                                   

Abbreviation or Acronym      Term

Entergy New Orleans Entergy New Orleans, Inc.
Entergy Nuclear     Entergy Nuclear, Inc.
Entergy Nuclear 
 Operations         Entergy Nuclear Operations, Inc.
Entergy Operations  Entergy Operations, Inc.
Entergy Power       Entergy Power, Inc.
Entergy Services    Entergy Services, Inc.
FASB                Financial Accounting Standards Board
FERC                Federal Energy Regulatory Commission
FitzPatrick         James  A.  FitzPatrick  nuclear  power  plant,  825  MW
                    facility  located  near  Oswego,  New  York,  purchased
                    in  November  2000  from New York  Power  Authority  by
                    Entergy's domestic non-utility nuclear business
FPL Group           FPL  Group,  Inc.,  a  Florida corporation  and  parent
                    company of Florida Power & Light Company
FUCO                Exempt foreign utility company under PUHCA
Grand Gulf 1 and 2  Units   1   and   2   of  Grand  Gulf  Steam   Electric
                    Generating  Station  (nuclear),  90%  owned  or  leased
                    by System Energy
GWH                 one million kilowatt-hours
Independence        Independence  Steam  Electric  Station  (coal),   owned
                    16%    by    Entergy   Arkansas,   25%    by    Entergy
                    Mississippi, and 7% by Entergy Power
Indian Point 3      Indian   Point   3   nuclear  power   plant,   980   MW
                    facility  located  in  Westchester  County,  New  York,
                    purchased   in  November  2000  from  New  York   Power
                    Authority    by    Entergy's    domestic    non-utility
                    nuclear business
IRS                 Internal Revenue Service
KV                  kilovolt
KW                  kilowatt
KWH                 kilowatt-hour(s)
London Electricity  London   Electricity   plc  -   a   regional   electric
                    company    serving   London,   England,    which    was
                    acquired  by  Entergy  London  effective  February   1,
                    1997,  and  was  sold  by  Entergy  effective  December
                    4, 1998
LDEQ                Louisiana Department of Environmental Quality
LPSC                Louisiana Public Service Commission
MCF                 1,000 cubic feet of gas
Merger              The   business  combination  transaction  pursuant   to
                    which  the  outstanding shares of  FPL  Group  and  the
                    outstanding  shares  of  Entergy  Corporation  will  be
                    converted     into    1.00    and     0.585     shares,
                    respectively, of a new company
Merger Agreement    Agreement  and  Plan  of Merger  dated  July  30,  2000
                    by  and  between  FPL Group, Entergy  Corporation,  WCB
                    Holding       Corporation,      Ranger      Acquisition
                    Corporation and Ring Acquisition 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
NERC                North American Electric Reliability Council
NISCO               Nelson Industrial Steam Company
NRC                 Nuclear Regulatory Commission
NYPA                New York Power Authority



<PAGE>
                        DEFINITIONS (Concluded)
                                   

Abbreviation or Acronym      Term

Pilgrim             Pilgrim   Nuclear  Station,  670  MW  facility  located
                    in  Plymouth,  Massachusetts, purchased  in  July  1999
                    from   Boston   Edison  by  Entergy's   domestic   non-
                    utility nuclear business
PRP                 Potentially  Responsible  Party  (a  person  or  entity
                    that   may   be   responsible   for   remediation    of
                    environmental contamination)
PUCT                Public Utility Commission of Texas
PUHCA               Public   Utility  Holding  Company  Act  of  1935,   as
                    amended
PURPA               Public Utility Regulatory Policies Act of 1978
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.
Tons/hr             Tons   per   hour,   used  as  a   measure   of   steam
                    production
UK                  The  United  Kingdom  of  Great  Britain  and  Northern
                    Ireland
Unit Power Sales 
  Agreement         Agreement,  dated  as  of June 10, 1982, as amended and   
                    approved  by  FERC,  among  Entergy  Arkansas,  Entergy 
                    Louisiana,  Entergy   Mississippi, Entergy New Orleans,  
                    and  System  Energy, relating to the sale  of  capacity  
                    and  energy  from System Energy's share of Grand Gulf 1
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
                                    
Entergy Corporation

      Entergy  Corporation is a Delaware corporation which,  through  its
subsidiaries,  engages principally in the following businesses:  domestic
utility,  power  marketing  and trading, global  power  development,  and
domestic non-utility nuclear.  Power marketing and trading, global  power
development, and domestic non-utility nuclear are sometimes  referred  to
as the competitive businesses.  In 2000, Entergy placed the management of
the   power  marketing  and  trading  business  under  the  global  power
development business, and the jointly-managed businesses are referred  to
as  Entergy Wholesale Operations.  Entergy Corporation has no significant
assets other than the stock of its subsidiaries.  Entergy Corporation  is
a  registered  public  utility holding company  under  PUHCA.   As  such,
Entergy  Corporation and its subsidiaries generally are  subject  to  the
broad  regulatory provisions of PUHCA.  PUHCA generally limits registered
public  utility holding company activity to direct and indirect ownership
of  domestic integrated utility businesses, domestic and foreign electric
generation  ventures,  foreign utility ownership, telecommunications  and
information service businesses, and certain other domestic energy related
businesses.    Financial  information  regarding  Entergy   Corporation's
operating  segments is contained in Note 14 to the financial  statements.
In  December 2000, Entergy's shareholders approved a business combination
between Entergy Corporation  and FPL Group, the objective of which is the
creation of a new company.  See "Business Combination with FPL Group" for
further discussion of the terms and timing of this transaction.

Domestic Utility

     The  domestic  utility  is Entergy's predominant  business  segment,
providing  74%  of  its revenue and 87% of its net income  in  2000,  and
holding  81%  of its assets as of December 31, 2000.  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,  2000,  these
utility  companies provided retail electric service to approximately  2.6
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  2000,
the domestic utility companies' combined retail electric sales volumes as
a  percentage of total electric sales volumes were: residential -  28.3%;
commercial  -  21.8%; and industrial - 38.8%.  Retail  electric  revenues
from  these  sectors  as  a percentage of total electric  revenues  were:
residential  - 35.0%; commercial - 23.5%; and industrial - 30.2%.   Sales
to  governmental  and  municipal sectors and to  nonaffiliated  utilities
accounted  for  the balances of energy sales and electric revenues.   The
major  industrial customers of the domestic utility companies are in  the
chemical, petroleum refining, paper, and food products industries.  State
or local regulatory authorities regulate the retail rates and services of
Entergy's domestic retail utility subsidiaries.

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

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

     Prior  to  2001, Entergy conducted 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.
     
     On  January  31,  2001,  Entergy  contributed  its  power  marketing
and  trading business to a new  limited  partnership, Entergy-Koch,  L.P.
The joint venture is with Koch Industries, Inc., which contributed to the
venture its 9,000-mile Koch Gateway Pipeline (which has been renamed  the
Gulf  South  Pipeline),  gas storage facilities including  the  Bistineau
storage  facility  near Shreveport, Louisiana, and Koch  Energy  Trading,
which markets and trades electricity, gas, weather derivatives, and other
energy-related  commodities  and services (the  joint  venture's  trading
activities  are now conducted under the name Axia Energy).   The  parties
have  equal ownership interests in Entergy-Koch, L.P., which is  governed
by an eight-member board of directors.  Entergy appointed four members of
the  board.  The partnership agreement allocates the substantial majority
of  Entergy-Koch,  L.P.'s earnings through 2003 to Entergy.   Losses  are
generally  allocated equally.  Entergy Power was not transferred  to  the
joint venture, and it was placed under the management of the global power
development business.

Global Power Development

     Entergy's  global power development business is focused on acquiring
or  developing  power  generation projects in North America  and  Western
Europe.    The  Latin  American  projects  owned  by  the  global   power
development business are not a core part of its strategy, and Entergy  is
considering   various  strategies  to  maximize  the   value   of   these
investments,   including  possibly  selling  them.   The   global   power
development business owns interests in the following electric  generation
assets that are currently operating or are under construction:

         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%         operational
United Kingdom - Damhead Creek, 800 MW        100%         operational
U.S. (AR) - Ritchie Unit 2, 544 MW            100%         operational
U.S. (AR) - Independence Unit 2, 840 MW        14%         operational
U.S. (LA) - Riverside, 425 MW                  50%         under construction
U.S. (MS) - Warren Power, 300 MW              100%         under construction

Damhead Creek commenced commercial operation in 2001.  Entergy Power owns
Ritchie Unit 2 and the interest in Independence Unit 2.  Entergy owns its
interest  in Riverside through a 50% interest in RS Cogen, LLC,  and  the
remaining 50% interest is owned by PPG Industries, an industrial customer
of  Entergy Gulf States.  Entergy's global power development business has
several  other  development  projects in the planning  stages,  including
announced projects in the United States, Spain, and Bulgaria.
     
     In  preparation for its global power development plans, Entergy  has
obtained  an  option  to  acquire turbines from GE  Power  Systems.   See
"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY  AND  CAPITAL
RESOURCES"  for  further information on the turbines.   Furthermore,  the
global power development business entered into a 50/50 joint venture with
The  Shaw  Group  Inc.  that  is named EntergyShaw,  L.L.C.   EntergyShaw
provides   management,   engineering,  procurement,   construction,   and
commissioning services for electric power plants.  EntergyShaw  plans  to
operate  in  the  rapidly growing electric power  generation  market  and
provide  services for Entergy's global power development plans.  In  June
2000, Entergy also acquired a 75% interest in Highland Energy Company, an
energy aggregation, marketing, and producer services company.

     In  June  2000,  the  global  power development  business  sold  its
interest  in  Freestone, 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.

Domestic Non-Utility Nuclear

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

     Entergy's  domestic non-utility nuclear business owns the  following
nuclear power plants that it has acquired from other utilities:

     Power Plant         Capacity  Percent Ownership   Location

Pilgrim Nuclear Station   670 MW         100%          Plymouth, MA
James A. FitzPatrick      825 MW         100%          Oswego, NY
Indian Point 3            980 MW         100%          Westchester County, NY

Pilgrim  has firm power purchase agreements with Boston Edison and  other
utilities  that  expire at the end of 2004.  One hundred percent  of  the
plant's  output  is  committed to those parties through  2001,  and  that
commitment  decreases to 50% by 2003.  Indian Point 3 has  a  firm  power
purchase agreement with NYPA that expires at the end of 2004 for 100%  of
the  plant's output.  FitzPatrick has firm power purchase agreements with
NYPA  that  expire  at  the end of 2004 for 100% of  the  plant's  output
through  2003 and approximately 45% of the plant's output in  2004.   See
Note  12  to the financial statements for a further discussion  of  these
acquisitions by Entergy's domestic non-utility nuclear business.

      In  November 2000, Entergy's domestic non-utility nuclear  business
agreed to purchase Consolidated Edison's (Con Edison) 957 MW Indian Point
2  nuclear power plant (IP2) located in Westchester County, New York.  In
the  transaction, Entergy has agreed to acquire Indian  Point  1  nuclear
power plant (IP1), which has been shut down and in safe storage since the
early 1970s.  Entergy will pay $600 million in cash at the closing of the
purchase  and  will  receive the plant, nuclear fuel, and  other  assets,
including  a purchase power agreement (PPA).  Under the PPA,  Con  Edison
will  purchase 100% of IP2's output through 2004.  Con Edison  will  also
transfer  a  $430  million decommissioning trust  fund,  along  with  the
liability  to  decommission IP2 and IP1, to Entergy's  nuclear  business.
Management  expects  to  close the acquisition by mid-2001,  pending  the
approvals  of the NRC, the New York Public Service Commission, and  other
regulatory agencies.

      In  January  2001, Entergy's domestic non-utility nuclear  business
submitted an offer to buy Vermont Yankee, a 540 MW boiling water  reactor
plant,  located in Vernon, Vermont, for $50 million.  Entergy's offer  is
firm  through  the  end of 2001.  In February 2001,  the  Vermont  Public
Service Board rejected a competing offer and the plant is expected to  be
auctioned during the second or third quarter of 2001.

      Entergy Nuclear provides services to nuclear power 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 is the responsibility of the plant owners.

      In 2000, Entergy Nuclear entered into two business arrangements  to
assist  it  in  providing  operation and  management  services.   Entergy
Nuclear  and  Framatome  Technologies intend to jointly  offer  operating
license  renewal and life extension services to nuclear power  plants  in
the  United  States.   Framatome has provided and  continues  to  provide
license renewal services to several utilities owning nuclear power plants
in  the  United  States.  Entergy Nuclear also acquired TLG  Services  in
September  2000.  TLG provides decommissioning, engineering, and  related
services to nuclear power plant owners.

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 at the  time  an
investment  is  made  to an amount equal to 50% of  average  consolidated
retained earnings for the previous four quarters.  In June 2000, the  SEC
issued  an  order  that  allows Entergy's EWG  and  FUCO  investments  to
increase  from  50%  to  100% of Entergy's average consolidated  retained
earnings.  As of December 31, 2000 Entergy's investments under this  rule
totaled  $770  million  constituting  25%  of  its  average  consolidated
retained earnings.

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

     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.

Business Combination with FPL Group

     On  July 30, 2000, Entergy Corporation and FPL Group entered into  a
Merger Agreement providing for a business combination that will result in
the  creation  of  a new company.  Each outstanding share  of  FPL  Group
common stock will be converted into one share of the new company's common
stock,  and  each outstanding share of Entergy Corporation  common  stock
will  be  converted  into 0.585 of a share of the  new  company's  common
stock.    It  is  expected  that  FPL  Group's  shareholders   will   own
approximately  57% of the common equity of the new company and  Entergy's
shareholders will own approximately 43%.  The initial board of  directors
of  the  new  company will consist of eight directors designated  by  FPL
Group and seven directors designated by Entergy.  The new company will be
given a new name that will be agreed upon between the Boards of Directors
of  FPL  and  Entergy prior to the consummation of the Merger.   The  new
company will maintain its principal corporate offices and headquarters in
Juno  Beach, Florida, and will maintain its utility headquarters  in  New
Orleans,  Louisiana.  The Merger Agreement generally  allows  Entergy  to
continue  business in the ordinary course consistent with  past  practice
and  contains  certain  restrictions  on  Entergy's  capital  activities,
including   restrictions   on  the  issuance   of   securities,   capital
expenditures, dispositions, incurrence or guarantee of indebtedness,  and
trading  or marketing of energy.  Entergy generally will be permitted  to
take  actions  pursuant  to  restructuring legislation  in  the  domestic
utility  companies'  jurisdictions of operation  and  to  reorganize  its
transmission  business.   Under  certain  circumstances,  if  the  Merger
Agreement is terminated, a termination fee of $215 million may be payable
by  one  of the parties.  The Merger Agreement may be terminated  if  the
Merger  is  not  consummated  by  April 30,  2002,  unless  automatically
extended  until October 30, 2002 under certain circumstances.   Both  the
FPL  Group  and  Entergy  Boards of Directors  unanimously  approved  the
Merger,  and the shareholders of Entergy Corporation and FPL  Group  have
approved the Merger.  The Merger is conditioned upon, among other things,
the receipt of required regulatory approvals of various local, state, and
federal regulatory agencies and commissions, including the SEC and  FERC.
Entergy  has  filed for approval of the Merger in all of  its  state  and
local  regulatory jurisdictions (Arkansas, Louisiana, Mississippi, Texas,
and New Orleans), and at FERC, the SEC, and the NRC. In their filing with
the  SEC,  Entergy  and  FPL  Group  requested  to remain in existence as  
intermediate  holding  companies after  the Merger  is  consummated.  The 
objective  of  Entergy  and FPL Group is to consummate the Merger by late 
2001.
     
     In  September 2000, Entergy and FPL Group announced plans to form  a
joint  venture  between  FPL  Energy  and  Entergy  Wholesale Operations.  
Entergy and FPL  Group management subsequently  decided  not  to  form  a 
separate  joint  venture  in advance of the Merger.
     
Selected Data

      Selected  domestic utility customers and sales data  for  2000  are
summarized in the following tables:

<TABLE>
<CAPTION>
                                                                           Customers as of
                                                                          December 31, 2000
                      Area Served                                          Electric    Gas
                                                                            (In Thousands)
<S>                   <C>                                                      <C>      <C>
Entergy Arkansas      Portions of Arkansas and Tennessee                       643       -
Entergy Gulf States   Portions of Texas and Louisiana                          681      89
Entergy Louisiana     Portions of Louisiana                                    641       -
Entergy Mississippi   Portions of Mississippi                                  401       -
Entergy New Orleans   City of New Orleans, except Algiers, which                          
                        is provided electric service by Entergy Louisiana      190     150
                                                                             -----     ---
     Total customers                                                         2,556     239
                                                                             =====     ===

</TABLE>
     

<TABLE>
<CAPTION>
                                    
       2000 - 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            19,333       35,475      29,680       12,847         5,880          -      103,216
    Sales for resale:                                                                                       
       Affiliates          6,513        1,381         228        1,276           570      9,621            -
       Others              5,537        3,248         554          313           141          -        9,794
                          ----------------------------------------------------------------------------------
          Total           31,383       40,104      30,462       14,436         6,591      9,621      113,010
                          ==================================================================================
Average use per                                                                                             
  residential customer                                                                             
  (KWH)                   12,449       15,861      15,436       14,629        12,784          -       14,484
                          ==================================================================================
                                                                                                            
</TABLE>
                                    

(a) Includes the effect of intercompany eliminations.

                 2000 - Selected Natural Gas Sales Data

      Entergy  New  Orleans and Entergy Gulf States sold  16,058,022  and
6,472,529 MCF, respectively, of natural gas to retail customers in  2000.
For  the  years  ended December 31, 2000, 1999, and 1998,  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, 2000, Entergy had 14,100 employees as follows:

            Full-time:                                   
              Entergy Corporation                       -
              Entergy Arkansas                      1,570
              Entergy Gulf States                   1,639
              Entergy Louisiana                       932
              Entergy Mississippi                     889
              Entergy New Orleans                     381
              System Energy                             -
              Entergy Operations                    3,276
              Entergy Services                      2,475
              Entergy Nuclear Operations            1,609
              Other subsidiaries                    1,113
                                                   ------
                   Total Full-time                 13,884
              Part-time                               216
                                                   ------
                   Total Entergy                   14,100
                                                   ======

      Approximately 4,560 employees are represented by the  International
Brotherhood of Electrical Workers Union (IBEW), the Utility Workers Union
of  America (UWUA), and the International Brotherhood of Teamsters  Union
(IBT).   In  2000, both Entergy Arkansas and Entergy Mississippi  reached
new agreements with IBEW.

Industry Restructuring and Competition

      As  a  result of the actions of federal legislative and  regulatory
bodies  over the period of approximately the past twenty years, wholesale
markets  have  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 evolution has changed the  ways  in
which  public utilities conduct their business and has changed the nature
of  the  participants in these wholesale markets, which now  include  not
only  public utilities but also power marketers and traders, other energy
commodity marketers and traders, wholesale generators of electricity, and
a wide range of wholesale customers.

      Major  changes in the retail utility business are now occurring  in
some parts of the United States, including some states in which Entergy's
domestic  utility  companies operate.  Both Texas  and  Arkansas  adopted
legislation  in  1999  aimed  at separating ("unbundling")  traditionally
integrated  public  utilities  into distinct distribution,  transmission,
generation, and various types of retail marketing businesses,  and  aimed
at  introducing  competition  into the generation  component  of  utility
service.   The  Texas  legislation provides for  retail  open  access  by
January 1, 2002.  In Arkansas, retail open access has been delayed by law
so  that  it begins no sooner than October 2003 and no later than October
2005.   This  delay  is  intended to allow  further  development  of  the
wholesale   generation  market,  including  the  completion  of   several
independent generation projects within the state.  Other jurisdictions in
which  the  domestic  utility companies operate have not  enacted  retail
competition  and  utility  unbundling legislation.   Further  changes  in
restructuring in Entergy's service territories, including the  timing  of
implementation  of  restructuring and competition, may  result  from  the
effects of the developments in the California power supply markets.

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

     o the LPSC's docket relating to the changes in corporate structure of
       Entergy Gulf States as a result of complying with the Texas 
       restructuring law and its potential impact on Louisiana retail 
       ratepayers (described more fully in Note 2 to the financial 
       statements); and
     o System Agreement restructuring issues (described more fully in
       "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT 
       FACTORS AND KNOWN TRENDS - Federal Regulatory and Legislative 
       Activity - Proposed System Agreement Amendments").

It  is too early to accurately predict how incompatible obligations  will
be  resolved or the effects of the changes that are taking place  in  the
wholesale and retail energy markets.  However, 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 are resulting  in  increased  costs  associated  with
utility unbundling and transitioning to new organizational structures and
ways  of conducting business.  It is possible that the new organizational
structures that 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.  Furthermore, these changes could result in early refinancing of
debt,  the  reorganization of debt, or other obligations  between  newly-
formed  companies.   Ultimately,  capital  structures  may  result   that
initially  are more complex than the existing capital structures  of  the
domestic utility companies.

     Utilities, including the domestic utility companies, may be required
or  encouraged  to sell generating plants or interests  therein,  or  the
output from such plants.  FERC set December 15, 2001 as the date by which
all  owners and operators of transmission lines should sell or turn  over
operating and management responsibility for their transmission systems to
independent  parties.  Entergy has responded to FERC by filing  plans  to
transfer   control  of  its  transmission  assets  to  a   non-affiliated
transmission  company  subject  to control  by  a  regional  transmission
organization.  These changes will alter the historical structure from the
operation  of  the  domestic utility companies' electric  generation  and
transmission  assets as an integrated system supporting  utility  service
throughout their combined service territories.

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

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

      "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -  SIGNIFICANT
FACTORS  AND KNOWN TRENDS" and Note 2 to the financial statements contain
detailed discussions of the 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 2001 through 2003, Entergy plans to spend $8.2 billion
in a capital investment plan focused on improving service at the domestic
utility  companies and growing the global power development and  domestic
non-utility  nuclear businesses.  It is estimated that $2.6 billion  will
be  spent  by the domestic utility companies, $3.6 billion by the  global
power  development business, and $2.0 billion by the domestic non-utility
nuclear business.  The capital investment plan is subject to modification
based  on the ongoing effects of transition to competition planning,  the
ability  to  recover regulated utility costs in rates, and  the  proposed
business  combination  with  FPL  Group.   Additionally,  the   plan   is
contingent  upon the ability to access the capital necessary  to  finance
the planned expenditures, and significant borrowings may be necessary  to
implement  these capital spending plans.  Capital expenditures (including
nuclear  fuel  but  excluding AFUDC) for Entergy are  estimated  at  $3.2
billion  in  2001,  $2.5  billion in 2002,  and  $2.6  billion  in  2003.
Included in these totals are estimated construction expenditures for  the
domestic utility companies and System Energy as follows:

                              2001    2002     2003    Total
                                       (In Millions)
                                                             
       Entergy Arkansas        $297     $200    $205     $702
       Entergy Gulf States     $293     $216    $220     $729
       Entergy Louisiana       $222     $175    $168     $565
       Entergy Mississippi     $147     $128    $113     $388
       Entergy New Orleans      $53      $46     $48     $147
       System Energy            $41      $14     $12      $67
                                                             
      The  domestic  utility companies will mainly  focus  their  planned
spending  on  distribution and transmission projects  that  will  support
continued   reliability  improvements  and  transitioning   to   a   more
competitive environment.

      The global power development business will mainly focus its planned
spending   on   several  merchant  power  plant  projects  either   under
construction or in the planning stages in the U.S. and Europe,  including
the  purchase of gas turbines scheduled for delivery in 2001 through 2004
under an option to purchase obtained from GE Power Systems.

     The  domestic  non-utility nuclear business will  mainly  focus  its
planned  spending  on the acquisition of U.S. nuclear power  plants  from
other  utilities,  including the anticipated purchase  in  2001,  pending
regulatory approvals, of IP2.
   
     Entergy  Corporation's  primary capital  requirements  are to invest
periodically in, or make loans to, its subsidiaries and to invest in  new
enterprises.     In  February  2001,  Entergy  Corporation  made  a  cash 
contribution consisting of equity investment and loans  of  approximately
$414  million in the formation of Entergy-Koch, L.P.  Entergy Corporation 
also requires capital for its stock  repurchase  plans.  In  addition  to 
meeting  capital  expenditure  requirements, Entergy  must meet scheduled 
long-term  debt  and  preferred  stock  maturities and  cash sinking fund 
requirements.  Actual capital  expenditures  may  vary from the estimates 
given  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;  the  transition to competition; and the  proposed business 
combination with FPL Group.
     
     Management more thoroughly discusses Entergy's capital investment  and
common  stock repurchase plans, financing requirements, Entergy Corporation
credit  support  requirements,  and its sources  and  uses  of  capital  in
"MANAGEMENT'S  FINANCIAL DISCUSSION AND ANALYSIS -  LIQUIDITY  AND  CAPITAL
RESOURCES" and Notes 4, 5, 6, 7, 9, and 10 to the financial statements.

Certain Grand Gulf-related Financial and Support Agreements

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

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

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

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

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

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

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

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

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

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

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

Capital Funds Agreement (Entergy Corporation and System Energy)

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

      Entergy  Corporation has entered into various  supplements  to  the
Capital  Funds  Agreement.  System Energy has assigned its  rights  under
such  supplements  as  security  for its first  mortgage  bonds  and  for
reimbursement obligations to certain banks providing letters of credit in
connection with the equity funding of the sale and leaseback transactions
described in Note 10 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  Grand Gulf-related Financial and Support Agreements,"  System
Energy  recovers costs related to its interest in Grand  Gulf  1  through
rates   charged   to   Entergy  Arkansas,  Entergy   Louisiana,   Entergy
Mississippi,  and Entergy New Orleans for capacity and energy  under  the
Unit Power Sales Agreement.

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

     The  LPSC  and the Council commenced a proceeding at FERC  in  April
2000  that requests revisions to the System Agreement that the  LPSC  and
the  Council  allege  are necessary to accommodate  the  introduction  of
retail  competition  in  Texas and Arkansas.   In  June  2000,  Entergy's
domestic  utility  companies  filed proposed  amendments  to  the  System
Agreement   with  FERC  to  facilitate  the  implementation   of   retail
competition   in  Arkansas  and  Texas  and  to  provide  for   continued
equalization  of  costs  among the domestic utilities  in  Louisiana  and
Mississippi.  The LPSC and the Council's complaint and Entergy's proposed
amendments  are  more  thoroughly discussed  in  "MANAGEMENT'S  FINANCIAL
DISCUSSION  AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS".   These
proceedings have been consolidated with a previous complaint  filed  with
FERC  by the LPSC in 1995.  In that complaint, the LPSC requested,  among
other things, modification of the System Agreement to exclude curtailable
load   from  the  cost  allocation  determination.   Hearings  in   these
proceedings  have  been scheduled for March 2001,  with  an  initial  ALJ
decision expected by June 2001.  Entergy requested a final decision  from
FERC  by  October  2001, however, neither the timing,  nor  the  ultimate
outcome, of the proceeding can be predicted at this time.

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

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

      It  appears  that FERC will be flexible regarding 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 other types.  However, RTOs will be required, among other things,
to  be  independent  of 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.

      In  October  2000, in compliance with Order 2000,  Entergy  made  a
filing with FERC that requested:
     
     o authorization to establish an RTO referred to as Transco;
     o authorization  to  transfer  the domestic  utility  companies'
       transmission assets to the Transco; and
     o a determination that the partnership arrangement with the Southwest
       Power Pool (SPP) that the Transco proposes to operate in would qualify 
       as an independent RTO.  The partnership arrangement provides for 
       operations under the oversight of, and within, the SPP RTO.
     
The  amounts of the domestic utility companies' net transmission  utility
plant assets recorded in their financial statements are provided in  Note
1 to the financial statements under the heading "Utility Plant."
     
     The  proposed  Transco  will be a limited  liability  company.   The
managing  member  of  the Transco will be a separate corporation  with  a
board of directors independent of Entergy.  The Transco will be:

     o regulated by FERC;
     o composed of the transmission system transferred to it  by  the
       domestic utility companies and other transmission owners in Entergy's
       current service territory 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 member
       companies who will transfer assets but not control or otherwise direct
       its operation and management.

     Entergy  filed in December 2000 for FERC approval of the  rates  for
transmission service across Transco's facilities.  Included in this  rate
filing is a request to cancel Service Schedule MSS-2, the portion of  the
System  Agreement related to equalization of certain transmission  costs.
In  March  2001,  Entergy,  Entergy Services, and  the  domestic  utility
companies requested SEC approval under PUHCA of certain elements  of  the
Transco plan.  The domestic utility companies have also made filings with
their local regulators for Transco approval.  Under its planned timeline,
Entergy  expects to have the necessary regulatory approvals by the  third
quarter  of 2001, with the transmission asset transfers occurring  before
Transco commences independent operations in December 2001.  In the  event
that  some  or all of these transmission assets cannot be transferred  to
the  Transco  by December 2001, operational control of these assets  will
move to an intermediate entity as of that date.

Retail Rate Regulation

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

      Certain costs related to Grand Gulf 1, Waterford 3, and River  Bend
were  phased into retail rates over a period of years in order  to  avoid
the  "rate  shock" associated with increasing rates to reflect  all  such
costs at once.  Entergy Arkansas, Entergy Louisiana, Entergy Mississippi,
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 will be completed 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 in monthly bills.   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, including  carrying  charges,  of  the
energy cost for the prior calendar year.

Rate Freeze

     In December 1997, the APSC approved a settlement agreement resolving
Entergy Arkansas' transition to competition case.  One provision in  that
settlement  was that base rates would remain at the level resulting  from
that  case  until  at least July 1, 2001.  The 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  settlement agreement  that  resolved  Entergy  Gulf
States'  1996 and 1998 rate proceedings, which is currently under appeal,
and  various  other  matters are discussed in Note  2  to  the  financial
statements.

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 1999  settlement
agreement mentioned above addresses the treatment of abeyed plant  costs,
and, as a result, Entergy Gulf States removed the reserve for these costs
and  reduced  the  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 added to the net book value of the River Bend  plant  for
regulatory purposes.  The abeyed plant costs are discussed in more detail
in Note 2 to the financial statements.

Fuel Recovery

      Entergy  Gulf  States' Texas rate schedules include  a  fixed  fuel
factor  to  recover  fuel and purchased power costs,  including  carrying
charges,  not  recovered  in base rates.  The 1999  settlement  agreement
mentioned  above established a methodology for semi-annual  revisions  of
the fixed fuel factor in March and September based on the market price of
natural gas.  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.  In connection with
the  implementation  of  restructuring  in  Texas,  Entergy  Gulf  States
anticipates that it will file a final fuel reconciliation in  March  2003
for  the  period  ending December 31, 2001.  Beginning in  January  2002,
which  is  the scheduled start of retail open access in Texas,  fuel  and
purchased  power  cost  recovery  will be  subject  to  the  PUCT's  rule
governing the price that Entergy Gulf States' affiliated retail  electric
provider may charge residential and commercial customers, as discussed in
more detail in Note 2 to the financial statements.

      Entergy  Gulf States' Louisiana electric rate schedules  include  a
fuel adjustment clause designed to recover the cost of fuel and purchased
power  costs in the second prior month, adjusted by a surcharge or credit
for  deferred fuel expense and related carrying charges arising from  the
monthly  reconciliation of actual fuel costs incurred with fuel  revenues
billed  to customers.  The LPSC and the PUCT fuel cost reviews that  were
resolved  during the past year or are currently pending are discussed  in
Note  2  to  the financial statements.  In July 2000, the LPSC issued  an
order requiring Entergy Gulf States to realign approximately $2.4 million
of  certain Louisiana fuel costs from the fuel adjustment clause to  base
rates.

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

Entergy Louisiana

Retail Rate Proceedings

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

Recovery of Grand Gulf 1 Costs

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

Performance-Based Formula Rate Plan

      Entergy  Louisiana files a performance-based formula rate  plan  by
April  15 of each year that compares the annual rate of return on  common
equity  (ROE)  with a benchmark ROE.  The benchmark ROE determined  under
the  formula rate plan includes the current approved ROE adjusted  for  a
customer satisfaction performance measure.  The formula rate plan  allows
for  periodic adjustments in retail rates if the annually determined  ROE
is  outside an allowed range of the benchmark ROE.  The performance-based
formula  rate  plan will end in 2001 after the filing for the  2000  test
year  unless  a continuance is ordered.  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 and related carrying
charges  arising  from the monthly reconciliation of  actual  fuel  costs
incurred with fuel cost revenues billed to customers.

Entergy Mississippi

Retail Rate Proceedings

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

Performance-Based Formula Rate Plan

      Entergy  Mississippi files a performance-based  formula  rate  plan
every  12  months that compares the annual earned rate of return  to  and
adjusts  it  against  a  benchmark rate  of  return.   The  benchmark  is
calculated  under a separate formula within the formula rate  plan.   The
formula rate plan allows for periodic small adjustments in rates based on
a  comparison  of  actual earned returns to benchmark  returns  and  upon
certain  performance factors.  The formula rate plan filing for the  1999
test  year  is  discussed  in  Note 2 to the financial  statements.   The
formula  rate  plan filing for the 2000 test year will  be  submitted  in
March 2001.

Fuel Recovery

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

Entergy New Orleans

Retail Rate Proceedings

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

Recovery of Grand Gulf 1 Costs

     Under Entergy New Orleans' various rate settlements with the Council
in  1986,  1988, and 1991, Entergy New Orleans agreed to absorb  and  not
recover  from  ratepayers a total of $96.2 million of its  Grand  Gulf  1
costs.   Entergy  New  Orleans was permitted  to  implement  annual  rate
increases  in  decreasing amounts each year through 1995,  and  to  defer
certain  costs  and related carrying charges for recovery on  a  schedule
extending  from  1991  through  2001.   As  of  December  31,  2000,  the
uncollected  balance  of  Entergy New Orleans'  deferred  costs  was  $11
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,  in  addition to carrying charges.   The  Council  is
currently  studying  Entergy New Orleans' fuel adjustment  methodologies,
with  the  intention  of considering means of mitigating  the  effect  on
ratepayers  of sudden increases in fuel costs.  The resolution commencing
the  study  notes  that the Council does not intend to deny  Entergy  New
Orleans full recovery of its prudently incurred fuel and purchased  power
costs.

Regulation

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

PUHCA

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

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

      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, but the U.S. Congress has  not  passed
legislation pursuant to this report.

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

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

Regulation of Nuclear Power

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

      The nuclear power industry faces uncertainties with respect to  the
cost  and  long-term availability of sites for disposal of spent  nuclear
fuel   and  other  radioactive  waste,  nuclear  plant  operations,   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.  Arkansas
and Louisiana participate in the Central Interstate Low-Level Radioactive
Waste  Compact (Central States Compact), and Mississippi participates  in
the  Southeast  Low-Level Radioactive Waste Compact (Southeast  Compact).
Both  the Central States Compact and the Southeast Compact waste facility
development  projects  are on hold and further  development  efforts  are
unknown  at this time.  Neither Massachusetts, where Pilgrim is  located,
nor  New  York,  where  Indian  Point  3  and  FitzPatrick  are  located,
participates  in  any  regional  compact and  efforts  to  fulfill  their
responsibilities  have  been minimal.  Two licensed  disposal  sites  are
currently operating in the United States, but only one site, the Barnwell
Disposal Facility (Barnwell) located in South Carolina, is open to out-of-
region  generators.   The  availability  of  Barnwell  provides  only   a
temporary solution for Entergy's low-level radioactive waste storage  and
does  not alleviate the need to develop new disposal capacity.   In  June
2000, the governor of South Carolina signed legislation forming a new low-
level  waste compact with the states of Connecticut and New Jersey.   The
compact will start restricting acceptance of out-of-region waste in  2002
and totally ban out-of-region waste by 2008.

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

Regulation of Nuclear Plant Decommissioning

     Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System
Energy    are   recovering   through   electric   rates   the   estimated
decommissioning costs for ANO, River Bend, Waterford 3, and Grand Gulf 1,
respectively.  These amounts are deposited in trust funds which, together
with  the  related earnings, can only be used for future  decommissioning
costs.   Estimated  decommissioning costs are periodically  reviewed  and
updated  to reflect inflation and changes in regulatory requirements  and
technology.  Applications are periodically made to appropriate regulatory
authorities   to   reflect,   in  rates,   the   changes   in   projected
decommissioning  costs.   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.  Subject to decommissioning service agreements between Entergy
and  NYPA, NYPA retains the decommissioning liability and trusts relating
to  Indian  Point  3 and FitzPatrick up to a specified  amount.   Entergy
believes that the amounts that will be available from the trusts will  be
sufficient  to cover the future decommissioning costs of Indian  Point  3
and  FitzPatrick  without  any additional contributions  to  the  trusts.
Additional  information with respect to decommissioning  costs  for  ANO,
River  Bend,  Waterford 3, Grand Gulf 1, Pilgrim,  Indian  Point  3,  and
FitzPatrick is found in Note 9 to the financial statements.

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

Nuclear Insurance

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

Nuclear Operations

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

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

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  and
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 to
be  in the public interest.  The steam generators were replaced during  a
refueling  outage in the second half of 2000.  During the next  scheduled
outage,  an  examination of both generators is planned to evaluate  their
wear  and  to  meet  the  requirements of industry guidelines  for  steam
generator program integrity.

      In  February  2000, Entergy Operations 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  ANO  1  until  2034.   Management  expects  the  NRC
consideration process to take two years.

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


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 transmission lines; and
     o extensions of service into new areas.

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

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

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

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

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

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

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

Franchises

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

      Entergy  Gulf  States holds non-exclusive franchises,  permits,  or
certificates  of  convenience and necessity to provide electric  and  gas
service in approximately 55 incorporated municipalities in Louisiana  and
to   provide   electric   service   in  approximately   63   incorporated
municipalities  in Texas.  Entergy Gulf States typically is  granted  50-
year  franchises  in Texas and 60-year franchises in Louisiana.   Entergy
Gulf  States' current electric franchises will expire during 2007 -  2036
in  Texas and during 2015 - 2046 in Louisiana.  The natural gas franchise
in  the  City  of Baton Rouge will expire in 2015.  In addition,  Entergy
Gulf  States  holds a certificate of convenience and necessity  from  the
PUCT  to  provide electric service to areas within 21 counties in eastern
Texas.   Retail open access is scheduled to begin in Entergy Gulf States'
Texas  service  territory  on January 1, 2002.   Refer  to  "MANAGEMENT'S
FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS"
and  Note 2 to the financial statements for discussions of the transition
to competition in 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.   A  resolution  to  study   the
advantages for ratepayers that might result from an acquisition of  these
properties  has been filed in a committee of the Council.  The  committee
has  deferred consideration of that resolution until May 2001.  The  full
Council  must approve the resolution to commence such a study  before  it
can become effective.

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

Environmental Regulation

General

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

Clean Air Legislation

      The  Clean  Air  Act Amendments of 1990 (the Act)  established  the
following  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 current acid rain program, Entergy's subsidiaries will not
require additional equipment to control SO2 or NOx.  The Act provides SO2
allowances to most of the affected Entergy generating units for emissions
based  upon  past  emission levels and operating  characteristics.   Each
allowance  is an entitlement to emit one ton of SO2 per year.  Under  the
Act,  utilities  are  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.

      Additional  controls were recently implemented at  certain  Entergy
Gulf  States generating units to achieve NOx reductions due to the  ozone
non-attainment status of areas served in and around Beaumont and Houston,
Texas.   Texas  environmental authorities imposed NOx controls  on  power
plants  that  had to be in place by November 1999. To date, the  cost  of
additional  control  equipment necessary to maintain this  compliance  is
immaterial.  In December 1999 and August 2000, Texas authorities proposed
future  control  strategies  for public comment  that  would  affect  the
Beaumont   and  Houston  areas,  respectively.   The  Texas   authorities
finalized regulations for the Beaumont area in April 2000.  The analogous
Houston  area  regulations were finalized in December  2000.   The  final
strategies  adopted by the state of Texas will cause Entergy Gulf  States
to  incur  additional costs for NOx controls through 2007.  Entergy  Gulf
States has conducted studies to estimate the costs that would be incurred
based  on  the  proposed strategies.  Pursuant to these studies,  Entergy
Gulf  States' preliminary estimate is that compliance costs through  2003
in  the  Beaumont and Houston areas will be $37 million and  $26  million
respectively,  and  that these expenditures will be  sufficient  for  the
entire  compliance  period through 2007.  Entergy commenced  projects  in
2000  to  engineer,  procure, and construct needed air pollution  control
facilities.   Cost  estimates  will  be  refined  as  engineering  design
progresses  based on the final adopted strategies approved  by  the  EPA.
Entergy  believes  the  future  control  strategies  in  the  ozone  non-
attainment  regulations require emission limits that are more restrictive
than those discussed below related to utility restructuring in Texas.

      As  part of legislation passed in Texas in June 1999 to restructure
the  electric  power industry in the state, certain generating  units  of
Entergy Gulf States will be required to obtain operating permits and meet
new,  lower  emission limits for NOx.  It is expected that  Entergy  Gulf
States will incur costs through 2003 to meet  these  new standards.   The 
Texas portion of these costs and the costs  associated  with  ozone  non- 
attainment  regulations are expected to be recoverable as stranded  costs
of environmental cleanup.

Oil Pollution Prevention and Response

     The  EPA has issued a proposed rule on oil pollution prevention  and
response.    This   rule  could  affect  Entergy's   operation   of   its
approximately  3,500  transmission and distribution electrical  equipment
installations that are potentially subject to this proposed rule.  If the
proposed  rule  is  issued in the form expected by the industry,  Entergy
will  be substantially in compliance with the rule.  However, there is  a
possibility  that the rule could be issued in a form that  would  require
Entergy  to  develop  site-specific  oil  spill  prevention  and  control
countermeasure  plans  for  the facilities  subject  to  this  rule.   In
addition, secondary containment could be required around the equipment in
these facilities.  Entergy participates in industry groups involved  with
the  proposed rule and will be monitoring the development of the proposed
rule.   It  is expected that the final rule will be issued in  the  first
half of 2001.

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  owners or operators of sites from which hazardous  substances
may  be  or  have  been released.  Parties that generated or  transported
hazardous  substances to these sites are also deemed  liable  by  CERCLA.
CERCLA  has  been  interpreted to impose joint and several  liability  on
responsible  parties.   The domestic utility companies  have  sent  waste
materials  to  various  disposal sites  over  the  years.   In  addition,
environmental   laws  now  regulate  certain  of  the  domestic   utility
companies'   operating  procedures  and  maintenance   practices,   which
historically were not subject to regulation.  Some of Entergy's  disposal
sites  have  been  the  subject  of  governmental  action  under  CERCLA,
resulting  in  site clean-up activities.  The domestic utility  companies
have  participated to various degrees in accordance with their respective
potential liabilities in such site 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 entered into a Consent Administrative Order  with
the  Arkansas  Department of Environmental Quality  (ADEQ)  in  which  it
agreed to conduct initial stabilization associated with contamination  at
the Utilities Services, Inc. Superfund site located near Rison, Arkansas.
This site was never owned nor operated by any Entergy-affiliated company.
This  site  was  found  to  have  soil  contaminated  by  polychlorinated
biphenyls (PCBs) and pentachlorophenol (a wood preservative).  Containers
and  drums that contained PCBs and other hazardous substances were  found
at  the  site.   Entergy Arkansas worked with the ADEQ  to  identify  and
notify  other PRPs with respect to this site.  Approximately twenty  PRPs
have  been identified to date.  In December 1999, Entergy Arkansas, along
with  several  other PRPs, met with ADEQ representatives to  discuss  the
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 believes that its ultimate responsibility  for
this site will not materially exceed its existing cleanup provision of $5
million.   Entergy has sent a letter of intent to the ADEQ to participate
in  the site characterization, and Entergy is waiting for a response from
the  ADEQ.   As  of  December  31, 2000, Entergy  Arkansas  had  incurred
approximately $400,000 of these costs.

Entergy Gulf States

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

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

       Entergy   Gulf  States  is  currently  involved  in   a   remedial
investigation  of the Lake Charles Service Center site, located  in  Lake
Charles, Louisiana.  A manufactured gas plant (MGP) is believed  to  have
operated at this site from approximately 1916 to 1931.  Coal tar,  a  by-
product  of  the  distillation process employed at MGPs,  was  apparently
routed to a portion of the property for disposal.  The same area has also
been  used as a landfill.  In 1999, Entergy Gulf States signed  a  second
Administrative  Consent Order with the EPA to perform removal  action  at
the  site.  Entergy Gulf States believes that its ultimate responsibility
for  this site will not materially exceed its existing clean-up provision
of $16.8 million.

      Entergy Gulf States is currently involved in the second phase of an
investigation of contamination of an MGP site, known as the Old  Jennings
Ice  Plant, located in Jennings, Louisiana.  The MGP is believed to  have
operated from approximately 1909 to 1926.  The site is currently used for
an  electrical  substation and storage of transmission  and  distribution
equipment.   In  July 1996, a petroleum-like substance was discovered  on
the  surface soil, and notification was made to the LDEQ.  The  LDEQ  was
aware  of  this  site based upon a survey performed by  an  environmental
consultant for the EPA.  Entergy Gulf States obtained the services of  an
environmental consultant to collect core samples and to perform a  search
of  historical records to determine what activities occurred at Jennings.
Results   of   the  core  sampling,  which  found  limited   amounts   of
contamination on-site, were submitted to the LDEQ.  A plan to determine a
cost-effective  remediation strategy will be developed and  submitted  to
the  LDEQ  for review in 2001.  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 $250,000.

      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, 2000 for  this
site  was  $6.2  million.  Future costs are not expected  to  exceed  the
existing provision of $1.3 million.

Entergy New Orleans

     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  former  Market  Street  power  plant.   During  pre-construction
activities in January 2000, significant levels of lead were discovered in
the  soil  at  this site.  Entergy New Orleans notified the LDEQ  of  the
contamination.   The contamination at this site was addressed  using  the
LDEQ Risk/Evaluation Corrective Action Plan.  The work has been completed
and  the  final closure report is scheduled to be submitted in the  first
quarter  of  2001.   The  cost of this remediation was  approximately  $1
million.

Entergy Louisiana and Entergy New Orleans

     The Southern Transformer shop located in New Orleans has served both
Entergy Louisiana and Entergy New Orleans.  This transformer shop is  now
being  closed  and  an  environmental assessment is  being  performed  to
determine  what  remediation  may  be necessary.   Based  on  preliminary
findings, Entergy Louisiana has reserved $150,000 for this project.

     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, 2000 for the Thibodaux site  was
approximately  $580,000.  Future costs are not  expected  to  exceed  the
existing provision of $240,000.

      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  chose  to
upgrade  or close them. Completion of this work is pending LDEQ approval.
LDEQ has issued notices of deficiencies for certain of these sites.  As a
result, a remaining recorded liability in the amount of $5.8 million  for
Entergy  Louisiana  and $0.5 million for Entergy New Orleans  existed  at
December  31,  2000 for wastewater upgrades and closures.  Management  of
Entergy  Louisiana  and Entergy New Orleans believes these  reserves  are
adequate based on current estimates.

Other Regulation and Litigation

Entergy Corporation and Entergy Gulf States Merger

       Several  parties,  including  Entergy  Services,  appealed  FERC's
approval  of  the  merger between Entergy Corporation  and  Entergy  Gulf
States  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 anti-competitive impacts of the merger.
Management cannot predict the timing or outcome of this proceeding.

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

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

Asbestos and Hazardous Waste Suits  (Entergy Gulf States)

      Plaintiffs have filed numerous lawsuits in state and federal courts
in Texas and Louisiana seeking 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, nor can management, at this time, estimate the total amount  of
damages   sought.   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.

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

Entergy Louisiana Fuel Clause Lawsuit

     In May 1998, a group of ratepayers filed a complaint against Entergy
Corporation,  Entergy  Power, and Entergy Louisiana  in  state  court  in
Orleans Parish purportedly on behalf of all Entergy Louisiana ratepayers.
The  plaintiffs  seek  treble damages for alleged injuries  arising  from
alleged  violations by the defendants of Louisiana's  antitrust  laws  in
connection  with  the costs included in fuel filings with  the  LPSC  and
passed  through to ratepayers.  Among other things, the plaintiffs allege
that  Entergy  Louisiana  improperly introduced certain  costs  into  the
calculation   of  the  fuel  charges,  including  high-cost   electricity
imprudently  purchased from its affiliates and high-cost gas  imprudently
purchased   from  independent  third  party  suppliers.    In   addition,
plaintiffs seek to recover interest and attorneys' fees.  Plaintiffs also
requested that the LPSC initiate a review of Entergy Louisiana's  monthly
fuel adjustment charge filings and force restitution to ratepayers of all
costs  that the plaintiffs allege were improperly included in those  fuel
adjustment  filings.   A  few  parties  have  intervened  in   the   LPSC
proceeding.  In direct testimony, plaintiffs purport to quantify many  of
their  claims  for  the period 1989 through 1998 in  an  amount  totaling
$544 million, plus interest.

      Entergy  Louisiana has reached an agreement in principle  with  the
LPSC  staff  for  the settlement of the matter before the  LPSC  and  has
executed a definitive agreement with the plaintiffs for the settlement of
the  matter  before the LPSC and the state court.  The LPSC approved  the
settlement  agreement  following a fairness  hearing  before  an  ALJ  in
November  2000.  Plaintiffs have sought class certification and  approval
of  the  settlement by the state court, and a hearing on those issues  is
scheduled for April 2001.

      Under  the  terms  of the settlement agreement,  Entergy  Louisiana
agrees  to  refund to customers approximately $72 million to resolve  all
claims  arising out of or relating to Entergy Louisiana's fuel adjustment
clause  filings  from January 1, 1975 through December 31,  1999,  except
with respect to purchased power and associated costs included in the fuel
adjustment  clause  filings for the period May 1  through  September  30,
1999.   Entergy  Louisiana previously provided reserves for  the  refund.
Under  the  terms of the settlement, Entergy Louisiana also  consents  to
future  fuel  cost  recovery under a long-term gas contract  based  on  a
formula  that  would likely result in an under-recovery of  actual  costs
under  that  contract for the remainder of its term, which  runs  through
2013.   The future under-recovery cannot be precisely estimated  at  this
time  because it will depend upon factors that are not certain,  such  as
the  price  of  gas and the amount of gas purchased under  the  long-term
contract.   In  recent years, Entergy Louisiana has made purchases  under
that  contract  totaling from $91 million to $121 million annually.   Had
the  proposed  settlement terms been applicable to  such  purchases,  the
under-recoveries  would have ranged from $4 million  to  $9  million  per
year.

Vidalia Project Sub-Docket

     Two  of  the intervenors in the proceeding discussed above, Marathon
Oil  Company  and Louisiana Energy Users Group, requested that  the  LPSC
review  the  prudence of a contract entered into by Entergy Louisiana  to
purchase  energy  generated  by a hydroelectric  facility  known  as  the
Vidalia  project  through  the  year  2031.   Note  9  to  the  financial
statements contains further discussions of the obligations related to the
Vidalia  project.  By orders entered by the LPSC in 1985  and  1990,  the
LPSC  approved  Entergy Louisiana's entry into the Vidalia  contract  and
Entergy Louisiana's right to recover, through the fuel adjustment clause,
the  costs  of  power purchased thereunder.  Additionally, the  wholesale
electric  rates under the Vidalia power purchase contract were  filed  at
FERC.   In  December 1999, the LPSC instituted a review of the  following
issues relating to the Vidalia project: (i) the LPSC's jurisdiction  over
the  Vidalia project; (ii) Entergy Louisiana's management of the  Vidalia
contract, including opportunities to restructure or otherwise reform  the
contract;  (iii) the appropriateness of Entergy Louisiana's  recovery  of
100%   of   the  Vidalia  contract  costs  from  ratepayers;   (iv)   the
appropriateness  of  the  fuel  adjustment  clause  as  the  method   for
recovering all or part of the Vidalia contract costs; (v) the appropriate
regulatory  treatment  of the Vidalia contract  in  the  event  the  LPSC
approves   implementation  of  retail  competition;  and   (vi)   Entergy
Louisiana's communication of pertinent information to the LPSC  regarding
the  Vidalia  project and contract.  Based on its review, the  LPSC  will
determine  whether  it should disallow any of the costs  of  the  Vidalia
project included in the fuel adjustment clause.

      In March 2000, Entergy Louisiana filed testimony in this sub-docket
asserting  that  the prudence of the Vidalia contract  already  has  been
approved  by  final orders of the LPSC and that recovery of  all  amounts
paid by Entergy Louisiana related to the Vidalia project pursuant to  the
FERC-filed rate is appropriate.  Direct testimony was filed by intervenor
Marathon  Oil  Company in May 2000 and by the LPSC staff  and  intervenor
Louisiana  Energy  Users Group in July 2000.  In its testimony  the  LPSC
staff  alleges that Entergy Louisiana was imprudent for not declaring  to
the  LPSC  that  the  Vidalia  project  had  become  uneconomic  and  not
threatening to block the Vidalia project's owners' July 30, 1990  request
that  the  LPSC  clarify  the LPSC's 1985 order  (approving  the  Entergy
Louisiana/Vidalia project power purchase agreement), unless  the  Vidalia
project's owners' shared with Entergy Louisiana's ratepayers some portion
of  what  the LPSC staff quantifies as approximately $90 million  of  tax
consequences  available to the project.  The LPSC staff's testimony  does
not  quantify  how  much of the potential tax savings  Entergy  Louisiana
should  have demanded in exchange for not attempting to block the Vidalia
project's owners' request for clarification; however, that testimony does
suggest  various alternatives by which some portion of the  $90  million,
perhaps  $45 million plus interest since 1990, could be returned  to  the
ratepayers.   The  direct  testimony of the intervenor  Louisiana  Energy
Users  Group  alleges  that  Entergy  Louisiana  was  imprudent  for  not
attempting  to block the Vidalia project's owners' July 30, 1990  request
that  the  LPSC  clarify  the  LPSC's 1985 order  approving  the  Entergy
Louisiana/Vidalia  project  power  purchase  agreement;   however,   that
intervenor  does not quantify the amount of damage alleged to  have  been
caused by this alleged imprudence. The direct testimony of the intervenor
Marathon  Oil  Company  alleges with respect to  Entergy  Louisiana  that
imprudent  Vidalia project costs should be disallowed  and  that  Entergy
Louisiana's  customers should not be charged 100% of the  Vidalia  costs.
It is anticipated that hearings in this sub-docket concerning the Vidalia
contract will begin in April 2001.

Entergy New Orleans Fuel Clause Lawsuit

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

     Plaintiffs  also filed this complaint with the Council in  order  to
initiate  a  review by the Council of the plantiffs' 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.  In April 2000,  testimony
was  filed on behalf of the plaintiffs in this proceeding.  The testimony
asserts,  among  other  things,  that  Entergy  New  Orleans  and   other
defendants   have  engaged  in  fuel  procurement  and  power  purchasing
practices  that  could  have  resulted in  New  Orleans  customers  being
overcharged  by  more  than $59 million over  a  period  of  years.   The
testimony also challenges the implementation of the recovery methodology.
However,  it  is not clear precisely what periods and damages  are  being
alleged.  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.   Hearings  are
expected to begin in October 2001.

Entergy New Orleans Rate of Return Lawsuit

      In April 1998, a group of residential and business ratepayers filed
a  complaint against Entergy New Orleans in state court in Orleans Parish
purportedly  on behalf of all ratepayers in New Orleans.  The  plaintiffs
allege  that Entergy New Orleans overcharged ratepayers by at least  $300
million since 1975 in violation of limits on Entergy New Orleans' rate of
return  that the plaintiffs allege were established by ordinances  passed
by  the Council in 1922.  The plaintiffs seek, among other things, (i)  a
declaratory  judgment that such franchise ordinances have been  violated;
and  (ii) a remand to the Council for the establishment of the amount  of
overcharges plus interest.  Entergy New Orleans believes the  lawsuit  is
without  merit.   Entergy  New  Orleans  has  charged  only  those  rates
authorized  by  the Council in accordance with applicable  law.   In  May
2000,  a  court  of  appeal  granted Entergy New  Orleans'  exception  to
jurisdiction  in  the case and dismissed the proceeding.   The  Louisiana
Supreme  Court  denied the plaintiff's request for a writ of  certiorari.
The  plaintiffs then commenced a similar proceeding before  the  Council.
Management  cannot  predict  the outcome of  the  proceeding  before  the
Council.

Entergy Louisiana Formula Ratemaking Plan 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.  At this time, management cannot determine the  amount
of damages being sought.

July 1999 Power Outages Lawsuit

     In  February 2000, a lawsuit was commenced in state court in Orleans
Parish,   Louisiana,  against  Entergy,  Entergy  Gulf  States,   Entergy
Louisiana,  and  Entergy  New  Orleans relating  to  power  outages  that
occurred in July 1999.  The plaintiff, who purports to represent a  class
of  similarly situated persons, claims unspecified damages as a result of
these  outages, which the plaintiff claims were the result of  negligence
on  the  part  of the Entergy defendants.  Plaintiffs have  instituted  a
similar  proceeding  before  the LPSC.  The  defendants  will  vigorously
contest  the  plaintiff's allegations, which they believe do not  support
any  liability  to  the plaintiff for damages.  At this time,  management
cannot determine the amount of damages being sought.

Franchise Fee Litigation  (Entergy Corporation and Entergy Gulf States)

      In  September 1998, the City of Nederland filed a petition against
Entergy  Gulf  States and Entergy Services in state court  in  Jefferson
County,  Texas,  purportedly on behalf of all Texas municipalities  that
have  ordinances  or agreements with Entergy Gulf States.   The  lawsuit
alleges that Entergy Gulf States has been underpaying its franchise fees
due  to failure to properly calculate its gross receipts.  The plaintiff
seeks  a judgment for the allegedly underpaid fees and punitive damages.
Entergy  Gulf  States  believes the lawsuit  is  without  merit  and  is
vigorously  defending itself.  The trial in this matter is scheduled  to
begin  in  December 2001. At this time, management cannot determine  the
amount of damages being sought.

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 state court petition was dismissed, 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.  Recently both  sides  have  filed
motions for summary judgment.  At this time, management cannot determine
the amount of damages being sought.

Franchise Service Area Litigation  (Entergy Gulf States)

       In   early   1998,  Beaumont  Power  and  Light   Company   (BP&L)
unsuccessfully sought a franchise to provide electric service in the City
of  Beaumont, Texas, where Entergy Gulf States already holds a franchise.
In  November  1998,  BP&L filed a request before the  PUCT  to  obtain  a
certificate  of  convenience and necessity (CCN) for  those  portions  of
Jefferson  County  outside the boundaries of any municipality  for  which
Entergy Gulf States provides retail electric service.  BP&L's application
contemplates using Entergy Gulf States' facilities in their provision  of
service.   In  Texas, utilities are required to obtain  a  CCN  prior  to
providing retail electric service.  Jefferson County is currently  singly
certificated to Entergy Gulf States.  If BP&L's application  is  granted,
BP&L  would  be  able to provide retail service to Entergy  Gulf  States'
customers  in the area for which the certificate would apply.   BP&L  has
amended  its  application to add a request for a CCN  to  provide  retail
electric  service  within the City of Beaumont.  The amended  application
acknowledges  that the Texas electric utility restructuring law  requires
BP&L  to  use  its own facilities to connect to its customers  if  it  is
granted  a  CCN.   In April 2000, the ALJ recommended  denial  of  BP&L's
application.   In May 2000, the PUCT voted to remand the proceeding  back
to  the  ALJ  to  allow BP&L to provide further evidence.  A  pre-hearing
conference has been scheduled for May 2001.

Hindusthan Development Corporation, Ltd.  (Entergy Corporation)

     In  January 1999, Hindusthan Development Corporation (HDC) commenced
an  arbitration  proceeding  in India against  Entergy  Power  Asia  Ltd.
(EPAL), an indirect, wholly-owned subsidiary of Entergy Corporation.  The
arbitration  is  progressing under rules that have been adopted  in  both
India  and the United States.  HDC alleges that EPAL did not fulfill  its
obligations under a Joint Development Agreement (JDA) to develop a 350 MW
cogeneration  plant to be built in Bina, India.  HDC  also  alleges  that
EPAL   wrongfully  withdrew  as  lead  developer.   Entergy's  management
believes that HDC's allegations are 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.   In  March 2000, an appellate court affirmed  the  district
court's  decision to certify the class.  In response to Entergy's  motion
for  rehearing, the appellate court reversed the district  court,  denied
class  certification,  and remanded the case to the  district  court  for
proceedings  consistent with its ruling.  This ruling  reduces  Entergy's
exposure  in  the lawsuit to an immaterial level.  Entergy believes  that
the  lawsuit is without merit, and will vigorously defend itself  against
the individual named plaintiffs.

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

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

                                    
     EARNINGS RATIOS OF DOMESTIC UTILITY COMPANIES AND SYSTEM ENERGY

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

                              Ratios of Earnings to Fixed Charges
                                   Years Ended December 31,
                                2000   1999  1998   1997  1996
                                                            
     Entergy Arkansas           3.01   2.08  2.63   2.54  2.93
     Entergy Gulf States        2.60   2.18  1.40   1.42  1.47
     Entergy Louisiana          3.33   3.48  3.18   2.74  3.16
     Entergy Mississippi        2.33   2.44  3.12   2.98  3.40
     Entergy New Orleans        2.66   3.00  2.65   2.70  3.51
     System Energy              2.41   1.90  2.52   2.31  2.21

     
                             Ratios of Earnings to Combined Fixed
                                Charges and Preferred Dividends
                                    Years Ended December 31,
                                2000   1999  1998   1997   1996
                                                             
     Entergy Arkansas           2.70   1.80  2.28   2.24   2.44
     Entergy Gulf States(a)     2.39   1.86  1.20   1.23   1.19
     Entergy Louisiana          2.93   3.09  2.75   2.36   2.64
     Entergy Mississippi        2.09   2.18  2.80   2.69   2.95
     Entergy New Orleans        2.43   2.74  2.41   2.44   3.22
     
(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, 2000, Entergy New Orleans operating revenues and
customer data were as follows:

                                Electric Operating     Natural Gas
                                      Revenue            Revenue
                                                                
     Residential                        41%                 52%
     Commercial                         37%                 22%
     Industrial                          6%                 10%
     Governmental/Municipal             16%                 16%
                                                                
     Number of Customers            190,000             150,000
                                                                

Entergy Gulf States

      For  the year ended December 31, 2000, 98% of Entergy Gulf  States'
operating revenue was derived from the electric utility business  and  2%
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, 2000,
by company and by fuel type, is indicated below:

<TABLE>
<CAPTION>
                                       Owned and Leased Capability MW(1)
                                                                 Gas           
                                                               Turbine       
                                                                and
                                                               Internal           
 Company                   Total      Fossil     Nuclear     Combustion      Hydro
 <S>                       <C>        <C>          <C>               <C>        <C>
 Entergy Arkansas          4,576       2,758       1,714             34         70
 Entergy Gulf States       6,625       5,685         940              -          -
 Entergy Louisiana         5,365       4,260       1,093             12          -
 Entergy Mississippi       2,926       2,919           -              7          -
    Entergy New Orleans      978         967           -             11          -
 System Energy             1,110           -       1,110              -          -
                          ------      ------       -----             --         --
   Total                  21,580      16,589       4,857             64         70
                          ======      ======       =====             ==         ==
</TABLE>

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

       Entergy's  domestic  utility  business  is  subject  to   seasonal
fluctuations, with the peak period occurring in the summer  months.   The
2000  peak demand of 22,052 MW occurred on August 30, 2000, which was  an
all-time  high  for  the  Entergy system.  Entergy's  load  and  capacity
projections are reviewed periodically to assess the need and  timing  for
additional  generating  capacity and interconnections  in  light  of  the
availability of power, the location of new loads, and maximum economy  to
Entergy.  Domestically, based on load and capability projections and bulk
power  availability, Entergy's domestic utility companies expect to  meet
the need for new generation resources by means other than construction of
new  base load generating capacity.  Entergy's domestic utility companies
expect  to  meet future capacity needs by, among other things, purchasing
in  the  wholesale power market, including plans to contract  for  up  to
3,000  MW  of purchased power to meet the expected needs of the  domestic
utility  companies  in  the  summer of 2001.   Entergy  also  reactivated
several units in 1999 and 2000 that were in extended reserve shutdown  to
assist in serving customers during periods of peak demand.

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

Global Power Development Business

     Entergy Power owns 665 MW of fossil-fueled capacity at the Ritchie 2
and Independence plants.  In addition, Entergy's global power development
business  has  completed construction of two combined cycle  gas  turbine
merchant  power plants in the UK.  Saltend, a 1,200 MW plant  located  in
northeast  England, provides up to 120 tons/hr of steam  and  100  MW  of
power to BP Chemical's nearby complex with the remaining electricity sold
into  the  UK  national  power pool.  Commercial operation  commenced  in
November  2000.   The second plant, an 800 MW facility known  as  Damhead
Creek,  is  located in southeast England.  Commercial operation commenced
in 2001.

      Entergy's  global power development business has begun construction
of the Warren Power Project, a 300 MW combined-cycle gas turbine merchant
power  plant  in  Vicksburg,  Mississippi.  The  construction  costs  are
expected  to  be  approximately $150 million.   Management  expects  that
commercial operation of the plant will begin in the summer of 2001.

Domestic Non-Utility Nuclear Business

      In  November 2000, Entergy's domestic non-utility nuclear  business
purchased 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.  Entergy's domestic  non-
utility nuclear business also owns the 670 MW Pilgrim Nuclear Station  in
Plymouth, Massachusetts.

Interconnections

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

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

     The electric generating facilities of Entergy's domestic non-utility
nuclear business consist of the Pilgrim nuclear production facility,  the
James A. FitzPatrick nuclear production facility, and the Indian Point  3
nuclear production facility.  The Pilgrim nuclear production facility has
firm  total output power purchase agreements with Boston Edison and other
utilities  that  expire  at the end of 2004.  The  James  A.  FitzPatrick
nuclear  production facility has two long-term power purchase  agreements
with NYPA, one expiring at the end of 2003 and the other expiring at  the
end  of 2004.  The Indian Point 3 nuclear production facility has a long-
term power purchase agreement with NYPA that expires at the end of 2004.

      The  Pilgrim plant is dispatched as a part of the New England Power
Pool (NEPOOL).  The primary purpose of NEPOOL is to direct the operations
of  the  major generation and transmission facilities in the New  England
region.   The  James  A.  FitzPatrick  and  Indian  Point  3  plants  are
dispatched  by  the  New York Independent System Operator  (NYISO).   The
primary  purpose  of  NYISO  is to direct the  operations  of  the  major
generation and transmission facilities in New York State.

Gas Property

      As  of  December  31,  2000, Entergy New  Orleans  distributed  and
transported natural gas for distribution solely within the limits of  the
City  of  New  Orleans through a total of 1,459 miles of gas distribution
mains and 41 miles of gas transmission pipelines.

      As of December 31, 2000, the gas properties of Entergy Gulf States,
which are located in and around Baton Rouge, Louisiana, were not material
to Entergy Gulf States' financial position.

Titles

      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 each constitute a  first
mortgage  lien on substantially all of the respective physical properties
and assets of these two companies.
                                    
                                    
                               FUEL SUPPLY

      The  sources of generation and average fuel cost per  KWH  for  the
domestic  utility  companies and System Energy for  the  years  1998-2000
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
                                                                 
2000         42   4.90    4      3.90     39     .56     15     1.51
1999         45   2.75    4      2.06     35     .54     16     1.59
1998         40   2.50    6      2.37     40     .53     14     1.67

      Actual  2000  and  projected 2001 sources  of  generation  for  the
domestic utility companies and System Energy are:

                       Natural Gas   Fuel Oil        Nuclear         Coal
                       2000  2001   2000  2001    2000     2001    2000  2001
                                                                         
Entergy Arkansas (a)    11%   5%      -     -      53%      43%     35%   51%
Entergy Gulf States     61%  62%      -     -      24%      21%     15%   17%
Entergy Louisiana       56%  55%     2%     -      42%      45%      -     -
Entergy Mississippi     42%  57%    31%    14%      -        -      27%   28%
Entergy New Orleans     94%  96%     6%     4%      -        -       -     -
System Energy            -    -      -      -     100%(b)  100%(b)   -     -
Total (a)               42%  37%     4%     1%     39%      37%     15%   24%

(a) Hydroelectric  power provided an immaterial amount  of  generation  at
    Entergy  Arkansas  in  2000 and is expected to provide  an  immaterial
    amount of generation in 2001.

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

Natural Gas

      The  domestic utility companies have long-term firm and  short-term
interruptible gas contracts.  Long-term firm contracts comprise less than
26%  of  the  domestic utility companies' total requirements but  can  be
called  upon,  if necessary, to satisfy a significant percentage  of  the
domestic  utility companies' needs.  Short-term contracts and spot-market
purchases satisfy additional gas requirements.  Entergy Gulf States has a
transportation  service  agreement with  a  gas  supplier  that  provides
flexible natural gas service to certain generating stations by using such
supplier's  pipeline  and gas storage facility.  Entergy's  global  power
development business has entered into 15-year 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.

       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.  Increased demand combined with decreased supply of natural  gas
caused  a  significant  increase in the price of natural  gas  throughout
2000.   Entergy's supplies of natural gas are expected to be adequate  in
2001.   However, pursuant to federal and state regulations, gas  supplies
to  power plants may be interrupted during periods of shortage.   To  the
extent   natural  gas  supplies  are  disrupted  or  natural  gas  prices
significantly increase, the domestic utility companies will use alternate
fuels,  such  as  oil,  or rely to a larger extent on  coal  and  nuclear
generation.

Coal

     Entergy Arkansas has long-term contracts for low-sulfur Wyoming coal
for  White Bluff and Independence.  These contracts, which expire in 2002
and   2011,  respectively,  provide  for  approximately  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 re-openers are accepted.  If both parties cannot agree upon
a  price,  then  the  contract  terminates.   Effective  April  1,  2000,
Louisiana  Generating LLC assumed Cajun's ownership interest in  the  Big
Cajun 2 generating facilities and operates the plant.  The management  of
Louisiana  Generating LLC has advised Entergy Gulf  States  that  it  has
executed coal supply and transportation contracts that should provide  an
adequate supply of coal for the operation of Big Cajun 2, Unit 3 for  the
foreseeable future.

      Entergy  Arkansas has a long-term railroad transportation  contract
for  the  delivery  of coal to both White Bluff and  Independence.   This
contract  will expire in the year 2011. Entergy Arkansas has settled  its
lawsuit  against  the railroad that claimed breach  of  contract  by  the
railroad and requested termination of the contract.

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

Nuclear Fuel

     The nuclear fuel cycle involves the following:

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

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

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

      Current fabrication contracts will provide a significant percentage
of these materials and services over the next several years.  The Nuclear
Waste Policy Act of 1982 provides for the disposal of spent nuclear  fuel
or  high  level waste by the DOE.  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  Enron
North   America,  Inc.,  an  interstate  gas  marketer,  Bridgeline   Gas
Distributors,  and Pontchartrain Natural Gas via Louisiana Gas  Services.
Entergy New Orleans has a "no-notice" service gas purchase contract  with
Enron  North  America,  Inc. which guarantees  Entergy  New  Orleans  gas
delivery  at  any point after the agreed gas volume has  been  met.   The
Enron  North  America,  Inc.  gas supply is transported  to  Entergy  New
Orleans  pursuant to a transportation service agreement with Koch Gateway
Pipeline  Company (now known as Gulf South Pipeline).   This  service  is
subject  to FERC-approved rates.  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 2000.

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

      Entergy  Gulf  States purchases natural gas  for  resale  under  an
agreement  with 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 $5 million in 2000, $6 million in 1999, and $8  million  in
1998 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 those terminated in the fourth quarter  of
2000  are  discussed in Item 1. "Business - RATE MATTERS AND REGULATION,"
in this report.


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

     A special meeting of stockholders of Entergy Corporation was held on
December  15,  2000.  The following matter was voted on and received  the
specified number of votes for, abstentions, votes withheld (against), and
broker non-votes:

     Approval  and adoption of the Agreement and Plan of Merger dated  as
     of  July  30,  2000,  among FPL Group, Inc.,  Entergy,  WCB  Holding
     Corporation,   Ranger  Acquisition  Corporation,  a   wholly   owned
     subsidiary of WCB Holding that will merge into FPL Group,  and  Ring
     Acquisition  Corporation, a wholly owned subsidiary of  WCB  Holding
     that  will  merge  into Entergy:  171,904,096 votes  for;  2,024,569
     votes  against;  910,276 abstentions; and broker non-votes  are  not
     applicable.

      During the fourth quarter of 2000, no matters were submitted  to  a
vote  of  the security holders of 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  11, 2001,  ("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.

Executive Officers

    Name          Age                Position                    Period
J. Wayne Leonard   50  Chief Executive Officer and Director       1999-Present
 (a)                    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
                                                               
Donald C. Hintz    58  President of Entergy Corporation           1999-Present
 (a)                   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
                                                               
Jerry D. Jackson   56  Executive Vice President of Entergy        1999-Present
 (a)                    Corporation                               
                       Group President - Utility Operations       2000-Present
                        of Entergy Arkansas, Entergy Gulf         
                        States, Entergy Louisiana, Entergy
                        Mississippi, and Entergy New Orleans
                       President and Chief Executive Officer      1999-2000
                        - Louisiana of Entergy Gulf States
                       President and Chief Executive Officer      1999-2000
                        of Entergy Louisiana
                       Chief Administrative Officer of            1997-1998
                        Entergy Corporation,  Entergy
                        Arkansas, Entergy Gulf States,
                        Entergy Louisiana, Entergy
                        Mississippi, and Entergy New Orleans
                       Executive Vice President - External        1995-1998
                        Affairs of Entergy Arkansas, Entergy
                        Gulf States, Entergy Louisiana,
                        Entergy Mississippi, and Entergy New
                        Orleans
                       Executive Vice President - External        1994-1998
                        Affairs of Entergy Corporation
                       Director of Entergy Gulf States            1994-Present
                       Director of Entergy Louisiana              1992-Present
                       Director of Entergy Arkansas, Entergy      2000-Present
                        Mississippi, and Entergy New Orleans      1992-1999
                                                               
C. John Wilder     42  Executive Vice President and Chief         1998-Present
 (a)                    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
                                                               
Frank F. Gallaher  55  Senior Vice President, Generation,         1999-Present
 (a)                    Transmission and Energy Management        
                        of Entergy Corporation
                       President, Fossil Operations and           2000-Present
                        Transmission of Entergy Arkansas,         
                        Entergy Gulf States, Entergy
                        Louisiana, Entergy Mississippi, and
                        Entergy New Orleans
                       Senior Vice President, Generation,         1999-2000
                        Transmission and Energy Management        
                        of Entergy Arkansas, Entergy Gulf
                        States, Entergy Louisiana, Entergy
                        Mississippi, and Entergy New Orleans
                       Executive Vice President and Chief         1998-1999
                        Utility Operating Officer for
                        Entergy Arkansas, Entergy Gulf
                        States, Entergy Louisiana, Entergy
                        Mississippi, and Entergy New Orleans
                       Group President and Chief Utility          1997-1999
                        Operating Officer of  Entergy
                        Corporation
                       Group President and Chief Utility          1997-1998
                        Operating Officer of Entergy
                        Arkansas, Entergy Gulf States,
                        Entergy Louisiana, Entergy
                        Mississippi, and Entergy New Orleans
                       Director of Entergy Arkansas, Entergy      1997-1999
                        Louisiana, and Entergy Mississippi
                       Executive Vice President of                1996-1997
                        Operations of  Entergy Corporation
                       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
                                                               
Richard J. Smith   49  Senior Vice President, Transition          2000-Present
 (a)                    Management of Entergy Corporation         
                       President of Cinergy Resources, Inc.       1999
                       Vice President Energy Services             1999
                       Vice President of Finance Services         1996-1999
                        Business Unit
                       Executive Director, Budgets and            1989-1996
                        Forecasts of PSI Energy
                       General Manager, Budgets and               1989-1996
                        Forecasts of Cinergy
                                                               
Michael G. Thompson 60 Senior Vice President and General          1992-Present
 (a)                    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
                                                               
Horace S. Webb     60  Senior Vice President, External            2000-Present
 (a)                    Affairs of Entergy Corporation            
                       Senior Vice President, External            1999-Present
                        Affairs of Entergy Services               
                       Senior Vice President, Public Affairs      1992-1999
                        of Consolidated Edison Company
                                                               
Joseph T. Henderson 43 Vice President and General Tax             1999-Present
 (a)                    Counsel of Entergy Corporation,           
                        Entergy Arkansas, Entergy Gulf
                        States, Entergy Louisiana, Entergy
                        Mississippi, Entergy New Orleans,
                        and System Energy
                       Associate General Tax Counsel of           1998-1999
                        Shell Oil Company
                       Senior Tax Counsel of Shell Oil            1995-1998
                        Company
                                                               
Nathan E. Langston 52  Vice President and Chief Accounting        1998-Present
 (a)                    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   44  Vice President and Treasurer of            1998-Present
 (a)                    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

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

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

                                    

                                 PART II


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

Entergy Corporation

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

      Entergy  Corporation's  stock price as of  February  28,  2001  was
$38.83.   The  high and low prices of Entergy Corporation's common  stock
for each quarterly period in 2000 and 1999 were as follows:

                            2000             1999
                       High    Low      High    Low
                                (In Dollars)
                                                
      First            26.75    15.94   31.13   27.50
      Second           31.25    19.94   33.13   27.75
      Third            38.13    26.94   31.56   28.19
      Fourth           43.88    33.50   30.00   23.88

      Consecutive quarterly cash dividends on common stock were  paid  to
stockholders of Entergy Corporation in 2000 and 1999.  In 2000, dividends
of  $0.30  per share were paid in the first three quarters, and dividends
of $0.315 per share were paid in the fourth quarter.  Quarterly dividends
of $0.30 per share were paid in 1999.

     As of February 28, 2001, there were 67,226 stockholders of record of
Entergy Corporation.

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

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

      There  is  no  market for the common stock of Entergy Corporation's
wholly  owned subsidiaries.  Cash dividends on common stock paid  by  the
domestic  utility  companies  and System Energy  to  Entergy  Corporation
during 2000 and 1999, were as follows:

                             2000    1999
                            (In Millions)
                                    
Entergy Arkansas             $44.6  $ 82.7
Entergy Gulf States          $88.0  $107.0
Entergy Louisiana            $62.4  $197.0
Entergy Mississippi          $18.0  $ 34.1
Entergy New Orleans          $ 9.5  $ 26.5
System Energy                $91.8  $ 75.0

      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."



<PAGE>


Item 8.   Financial Statements and Supplementary Data.

                      INDEX TO FINANCIAL STATEMENTS
                                    
Entergy Corporation and Subsidiaries:                                    
  Report of Management                                                 43
  Management's Financial Discussion and Analysis                       44
  Report of Independent Accountants                                    64
  Management's Financial Discussion and Analysis                       65
  Consolidated Statements of Income For the Years Ended December 31,   74
   2000, 1999, and 1998
  Consolidated Statements of Cash Flows For the Years Ended December   75
   31, 2000, 1999, and 1998
  Consolidated Balance Sheets, December 31, 2000 and 1999              77
  Consolidated Statements of Retained Earnings, Comprehensive Income,  79
   and Paid-In Capital for the Years Ended December 31, 2000, 1999,
   and 1998
  Selected Financial Data - Five-Year Comparison                       80
Entergy Arkansas, Inc.:                                                  
  Report of Independent Accountants                                    81
  Management's Financial Discussion and Analysis                       82
  Income Statements For the Years Ended December 31, 2000, 1999, and   86
   1998
  Statements of Cash Flows For the Years Ended December 31, 2000,      88
   1999, and 1998
  Balance Sheets, December 31, 2000 and 1999                           89
  Statements of Retained Earnings for the Years Ended December 31,     91
   2000, 1999, and 1998
  Selected Financial Data - Five-Year Comparison                       92
Entergy Gulf States, Inc.:                                               
  Report of Independent Accountants                                    93
  Management's Financial Discussion and Analysis                       94
  Income Statements For the Years Ended December 31, 2000, 1999, and   99
   1998
  Statements of Cash Flows For the Years Ended December 31, 2000,     100
   1999, and 1998
  Balance Sheets, December 31, 2000 and 1999                          101
  Statements of Retained Earnings for the Years Ended December 31,    103
   2000, 1999, and 1998
  Selected Financial Data - Five-Year Comparison                      104
Entergy Louisiana, Inc.:                                                 
  Report of Independent Accountants                                   105
  Management's Financial Discussion and Analysis                      106
  Income Statements For the Years Ended December 31, 2000, 1999, and  109
   1998
  Statements of Cash Flows For the Years Ended December 31, 2000,     110
   1999, and 1998
  Balance Sheets, December 31, 2000 and 1999                          111
  Statements of Retained Earnings for the Years Ended December 31,    113
   2000, 1999, and 1998
  Selected Financial Data - Five-Year Comparison                      114
Entergy Mississippi, Inc.:                                               
  Report of Independent Accountants                                   115
  Management's Financial Discussion and Analysis                      116
  Income Statements For the Years Ended December 31, 2000, 1999, and  120
   1998
  Statements of Cash Flows For the Years Ended December 31, 2000,     122
   1999, and 1998
  Balance Sheets, December 31, 2000 and 1999                          123
  Statements of Retained Earnings for the Years Ended December 31,    125
   2000, 1999, and 1998
  Selected Financial Data - Five-Year Comparison                      126
Entergy New Orleans, Inc.:                                               
  Report of Independent Accountants                                   127
  Management's Financial Discussion and Analysis                      128
  Income Statements For the Years Ended December 31, 2000, 1999, and  131
   1998
  Statements of Cash Flows For the Years Ended December 31, 2000,     132
   1999, and 1998
  Balance Sheets, December 31, 2000 and 1999                          133
  Statements of Retained Earnings for the Years Ended December 31,    135
   2000, 1999, and 1998
  Selected Financial Data - Five-Year Comparison                      136
System Energy Resources, Inc.:                                           
  Report of Independent Accountants                                   137
  Management's Financial Discussion and Analysis                      138
  Income Statements For the Years Ended December 31, 2000, 1999, and  140
   1998
  Statements of Cash Flows For the Years Ended December 31, 2000,     142
   1999, and 1998
  Balance Sheets, December 31, 2000 and 1999                          143
  Statements of Retained Earnings for the Years Ended December 31,    145
   2000, 1999, and 1998
  Selected Financial Data - Five-Year Comparison                      146
Notes to Financial Statements for Entergy Corporation and             147
 Subsidiaries


<PAGE>
                  ENTERGY CORPORATION AND SUBSIDIARIES
                                    
                          REPORT OF MANAGEMENT

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

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

     The  Audit  Committee of our Board of Directors, composed solely  of
Directors  who  are  not  employees  of  our  company,  meets  with   the
independent  auditors, management, and internal accountants  periodically
to  discuss  internal  accounting controls  and  auditing  and  financial
reporting  matters.   Upon  recommendation  from the Audit Committee, the
Board of Directors  appoints the independent accountants.   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 of              Executive Vice President and Chief
Entergy Corporation                     Financial Officer



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


E. RENAE CONLEY                         CAROLYN C. SHANKS
Chairman of Entergy Louisiana, Inc.,    Chairman, President, and Chief
President and Chief Executive Officer   Executive Officer of Entergy
- Louisiana of Entergy Gulf States,     Mississippi, Inc.
Inc. and Entergy Louisiana, 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
                                     
                   SIGNIFICANT FACTORS AND KNOWN TRENDS


Business Combination with FPL Group
     
      On  July 30, 2000, Entergy Corporation and FPL Group entered  into  a
Merger  Agreement providing for a business combination that will result  in
the  creation of a new company.  Each outstanding share of FPL Group common
stock  will be converted into one share of the new company's common  stock,
and  each  outstanding share of Entergy Corporation common  stock  will  be
converted into 0.585 of a share of the new company's common stock.   It  is
expected  that FPL Group's shareholders will own approximately 57%  of  the
common  equity  of  the  new company and Entergy's  shareholders  will  own
approximately 43%.  The initial board of directors of the new company  will
consist  of  eight  directors designated by FPL Group and  seven  directors
designated by Entergy.  The new company will be given a new name that  will
be  agreed  upon between the Boards of Directors of FPL Group  and  Entergy
prior to the consummation of the Merger.  The new company will maintain its
principal  corporate offices and headquarters in Juno Beach,  Florida,  and
will  maintain  its  utility headquarters in New Orleans,  Louisiana.   The
Merger  Agreement  generally allows Entergy to  continue  business  in  the
ordinary  course  consistent  with  past  practice  and  contains   certain
restrictions on Entergy's capital activities, including restrictions on the
issuance  of securities, capital expenditures, dispositions, incurrence  or
guarantee  of  indebtedness, and trading or marketing of  energy.   Entergy
generally  will  be  permitted to take actions  pursuant  to  restructuring
legislation  in the domestic utility companies' jurisdictions of  operation
and  to reorganize its transmission business.  Under certain circumstances,
if  the  Merger Agreement is terminated, a termination fee of $215  million
may  be  payable  by  one  of the parties.  The  Merger  Agreement  may  be
terminated  if  the  Merger is not consummated by April  30,  2002,  unless
automatically  extended until October 30, 2002 under certain circumstances.
Both the FPL Group and Entergy Boards of Directors unanimously approved the
Merger,  and  the shareholders of Entergy Corporation and  FPL  Group  have
approved  the Merger.  The Merger is conditioned upon, among other  things,
the  receipt of required regulatory approvals of various local, state,  and
federal  regulatory agencies and commissions, including the SEC  and  FERC.
Entergy has filed for approval of the Merger in all of its state and  local
regulatory jurisdictions (Arkansas, Louisiana, Mississippi, Texas, and  New
Orleans),  and at FERC, the SEC, and the NRC. In their filing with the SEC,
Entergy and  FPL  Group  requested  to remain in existence as  intermediate  
holding  companies  after   the  Merger  is  consummated.  The objective of 
Entergy  and  FPL  Group is to consummate the Merger by late 2001.

Domestic Transition to Competition

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

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


<PAGE>

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

Jurisdiction     Status of Retail Open Access      % of Entergy's 2000
                                                  Revenues Derived from
                                                 Retail Electric Utility  
                                                   Operations in the 
                                                      Jurisdiction
                                                            
Arkansas      Commencement  delayed  by  amended          12.3%
              law until at least October 2003.
Texas         Scheduled  to commence January  1,          9.4%
              2002.
Louisiana     LPSC  Staff  report due  in  April          31.4%
              2001.   The LPSC deferred pursuing
              open access in 1999.
Mississippi   MPSC  has recommended not pursuing          8.0%
              open access at this time.
New Orleans   City  Council has taken no  action          4.6%
              on  Entergy's  proposal  filed  in
              1997.

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.
With  retail  open access, generation operations would become a competitive
business, but transmission and distribution operations will continue to  be
regulated either by federal or state regulatory commissions.  In compliance
with the provisions of the deregulation law, Entergy Arkansas has:

     o filed separate generation, transmission, distribution, and customer
       service rates with the APSC and also filed notice of its intent to 
       recover stranded costs.  In December 2000, the APSC approved the 
       unbundled rates as filed.  These rates will become effective six months 
       prior to retail open access; and
     o filed a functional, but not corporate, unbundling plan with the APSC.
       The functional unbundling plan initially established separate business
       units  for distribution, generation, and a new retail energy service
       provider.  The plan contemplates the transfer of transmission assets 
       to the Transco discussed herein.

     See  Note  2  to  the  financial  statements  for  additional  details
concerning provisions of the retail open access law.

Texas

      In  June  1999,  the Texas legislature enacted a  law  providing  for
competition  in the electric utility industry through retail  open  access.
With  retail  open  access, generation and a new retail  electric  provider
operation will be competitive businesses, but transmission and distribution
operations will continue to be regulated.  The new retail electric provider
will be the primary point of contact with customers.  The provisions of the
new law, among other things:

     o require a rate freeze through December 31, 2001 with rates reduced by
       6% beyond that for residential and small commercial customers of most
       incumbent utilities except Entergy Gulf States, whose rates are exempt 
       from the  6% reduction requirement.  These rates to residential and 
       small commercial customers are known as the "Price to Beat", and they 
       may be adjusted periodically after January 1, 2002 for fuel and 
       purchased power costs according to PUCT rules; and
     o require utilities to charge the Price to Beat rates through 2004, or
       until 40% of customers in the jurisdiction have chosen an alternative
       supplier, whichever comes first.  However, the Price to Beat rates must
       continue to be made available through 2006.



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

     Pursuant to the provisions of the retail open access law, Entergy Gulf
States filed a business separation plan with the PUCT in January 2000,  and
amended  that plan in June and December 2000.  The plan provides  that,  by
January 2002, Entergy Gulf States will be divided into:

     o a Texas distribution company;
     o a Texas transmission company;
     o a Texas generation company;
     o at least two Texas retail electricity providers; and
     o a Louisiana company that will encompass distribution, generation,
       transmission, and retail operations.
     
The  plan  also  provides  that  the Louisiana  company  would  retain  the
liability  for  all debt obligations of Entergy Gulf States  and  that  the
property of the Texas companies would be released from the lien of  Entergy
Gulf States' mortgage. Except for the Texas retail electric providers, each
of  the Texas companies would assume a portion of Entergy Gulf States' debt
obligations,  which  assumptions would not act  to  release  the  Louisiana
company's  obligations.   Except for the Texas retail  electric  providers,
each  of  the Texas companies would also grant a lien on its properties  in
favor  of  the Louisiana company to secure its obligations to the Louisiana
company  in  respect  of the assumed obligations.  In addition,  under  the
plan,  Entergy  Gulf States will refinance or retire the  Texas  companies'
portion of existing debt by the end of 2004.  In July 2000, the PUCT issued
an   interim  order  to  approve  the  amended  business  separation  plan.
Regulatory  approvals from FERC, the SEC, and the LPSC, and final  approval
from  the PUCT will be required before the business separation plan can  be
implemented.  Remaining business separation issues in Texas  subsequent  to
the  July  2000  interim  order will be addressed in  the  cost  unbundling
proceeding before the PUCT.
     
      The  LPSC  has opened a docket to identify the changes  in  corporate
structure  of Entergy Gulf States, and their potential impact on  Louisiana
retail  ratepayers,  resulting from restructuring in  Texas  and  Arkansas.
Entergy Gulf States filed testimony in that proceeding in August 2000.  The
LPSC  staff  filed testimony in that proceeding in October 2000 criticizing
Entergy  Gulf States' proposal, particularly the part related to the  Texas
portion  of  generation assets being transferred to an unregulated  entity.
Entergy   Gulf  States  filed  rebuttal  testimony  in  December  2000.   A
procedural  schedule  has  not  been  set.   Management  cannot predict the 
timing or outcome of this proceeding.

      Pursuant to the Texas restructuring legislation, Entergy Gulf  States
filed   its   separated  business  cost  data  and  proposed  transmission,
distribution, and competition tariffs with the PUCT on March 31, 2000.   On
March  6,  2001,  Entergy Gulf States filed with the PUCT  a  non-unanimous
settlement  agreement  in  that  case  that  establishes  the  distribution 
revenue requirement.  The settlement  agreement  is  between  Entergy  Gulf  
States, the PUCT Staff, and  other  parties.   Pursuant  to  a generic rule 
prescribed by the PUCT, Entergy Gulf States' allowed return on equity  will  
be 11.25%.  The generic capital  structure prescribed  by  the PUCT  is 60% 
debt and 40% equity. Hearings before the PUCT on approval of the settlement
are scheduled to begin in April 2001.  Management cannot predict the timing
or outcome of this proceeding.

      Beginning  January  1, 2002, the market power measures  in  the  open
access  law  will prohibit Entergy Gulf States from owning and  controlling
more  than 20% of the installed generation capacity located in, or  capable
of  delivering  electricity to, a "power region", which  is  defined  as  a
distinct  region of NERC.  In seeking PUCT approval of the Merger,  Entergy
and  FPL Group are required to demonstrate that the merged company will not
exceed  this  threshold.  However, all the implications of this  limit  are
uncertain for Entergy Gulf States and Entergy.  It is possible that Entergy
Gulf States could decide to divest some of its generation assets or seek to
reduce  transmission constraints if Entergy Gulf States is  found  to  have
generation  market  power in excess of this limit.   The  legislation  also
requires affected utilities to sell at auction entitlements to at least 15%
of  their  installed generation capacity in Texas at least 60  days  before
January 1, 2002.  The obligation to auction capacity entitlements continues
for  up  to  60  months  after January 1, 2002, or  until  40%  of  current
customers have chosen an alternative supplier, whichever comes first.



<PAGE>

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

     The PUCT and various participants in the industry are currently in the
process  of  implementing the legislation through  various  rulemaking  and
other  proceedings.   The Provider of Last Resort (POLR) rule  was approved 
by the PUCT in October 2000, requiring that such a provider exist in  every 
area of  the state and setting up the process by which such a provider will
be  selected and its services priced.  The PUCT received  bids  from retail 
electric providers seeking to become the POLR in each area in January 2001.
The PUCT has stated its preference that the POLR not be the retail electric
provider  that  is  affiliated  with  the  incumbent  utility  in the area.
However,  depending  on  the  outcome of the bidding process, Entergy  Gulf
States' affiliate retail electric provider may be required  to provide POLR
service in Entergy Gulf States' service territory. This may have a material
financial  impact  on  the  Entergy  Gulf  States  retail electric provider
depending  on the terms and prices eventually approved by the PUCT for POLR
service.
     
See  Note  2  to the financial statements for additional details concerning
provisions  of  the  Texas  retail  open access  law  and  the  proceedings
occurring in Texas pursuant to that law.

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.   In
January 2001, a draft response was circulated among interested parties.  It
is  expected that, after a comment period, a final staff response  will  be
presented to the LPSC in April 2001.

      See  above  under  "Texas"  for discussion  of  the  LPSC  proceeding
considering Entergy Gulf States' business separation plan.

Mississippi

      In  May  2000,  after  two years of studies and  hearings,  the  MPSC
announced  that  it was suspending its docket studying the opening  of  the
state's  retail  electricity markets to competition.  The  MPSC  based  its
decision  on  its finding that competition could raise the  electric  rates
paid  by  residential and small commercial customers.  The  final  decision
regarding the introduction of retail competition ultimately lies  with  the
Mississippi  Legislature, which is holding its 2001  session  from  January
through  March.   Management cannot predict when, or if,  Mississippi  will
deregulate its retail electricity market, but does not expect it  to  occur
before 2003.
     
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.

      After studying retail gas open access, advisors to the Council issued
a  final report that proposed various pilot programs and found that  retail
gas  open  access is not in the public interest at this time.  The  Council
accepted  an  offer of settlement from Entergy New Orleans in  this  matter
that  allows  for a voluntary pilot program for a limited number  of  large
industrial non-jurisdictional gas customers.


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

Federal Regulatory and Legislative Activity

Proposed System Agreement Amendments

      In  June  2000, Entergy's domestic utility companies filed with  FERC
proposed   amendments   to   the  System  Agreement   to   facilitate   the
implementation of retail competition in Arkansas and Texas and  to  provide
for  continued  equalization  of  costs among  the  domestic  utilities  in
Louisiana and Mississippi.  The amendments provide the following:

     o cessation of participation in all aspects of the System Agreement,
       other  than  those  related to transmission  equalization,  for  any
       jurisdictional division of a domestic utility operating in a 
       jurisdiction that initiates retail open access;
     o certain sections of the System Agreement will no longer apply to the
       sales of generating capacity, whether through the sale of the asset 
       or the output thereof, by a domestic utility operating in a jurisdiction 
       that has established a date by which it will implement retail open 
       access; and
     o modification of the service schedule developed to track changes in
       energy costs resulting from the Entergy-Gulf States Utilities merger 
       to include one final true-up of fuel costs upon cessation of one 
       company's participation in the System Agreement, after which the 
       service schedule will no longer be applicable for any purpose.
     
      Previously, in April 2000, the LPSC and the Council filed a complaint
with  FERC  seeking revisions to the System Agreement.  The  LPSC  and  the
Council  allege  that  the  revisions  are  necessary  to  accommodate  the
introduction  of retail competition in Texas and Arkansas  and  to  protect
Entergy's Louisiana customers from any adverse impact that may occur due to
the  introduction  of  retail  competition in some  jurisdictions  but  not
others.  The  LPSC and the Council requested that FERC cap certain  of  the
System Agreement obligations of Entergy Gulf States, Entergy Louisiana, and
Entergy New Orleans and fix these companies' access to pool energy  at  the
average  level existing for the three years prior to the date  that  retail
competition  is initiated in Texas and Arkansas.  Alternatively,  the  LPSC
and  the  Council requested that FERC require Entergy to provide  wholesale
power contracts to these companies to satisfy their energy requirements  at
costs  no  higher than would have been incurred if retail competition  were
not  implemented.  The LPSC and the Council requested that  the  relief  be
made  available  for  at least eight years after implementation  of  retail
competition  or the withdrawal of Entergy Arkansas and Entergy Gulf  States
from  the  System Agreement, or until retail competition is implemented  in
Louisiana and New Orleans.  In addition, among other things, the  LPSC  and
the Council asserted in their complaint that:

     o unless the requested relief is granted, the restructuring legislation
       adopted in Texas and Arkansas, to the extent such legislation requires, 
       or has the effect of, altering the rights of parties under the System
       Agreement, will violate provisions of the U.S. Constitution; and
     o the failure of the domestic utility companies to honor a right of
       first refusal at cost with respect to any sale of generating capacity 
       and associated energy under the System Agreement, and any attempt to 
       eliminate a right of first refusal from the System Agreement, would 
       violate the Federal Power Act and constitute a breach of the System 
       Agreement.
     

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


      The  proceedings relating to Entergy's proposed amendments have  been
consolidated with the complaint by the LPSC and the Council.  Several other
parties  have  also  intervened  in the  proceedings.   If  FERC  considers
Entergy's proposed amendments, the LPSC and the Council have asserted  that
FERC also needs to reconsider the charges to the domestic utility companies
under  the  Unit  Power  Sales Agreement.  Entergy has  requested  a  final
decision  from  FERC  by  October 2001.  A  procedural  schedule  has  been
established,  with the hearing beginning in March 2001 and an  initial  ALJ
decision  scheduled in June 2001.  These proceedings have been consolidated
with  a  previous complaint filed with FERC by the LPSC in 1995.   In  that
complaint,  the  LPSC  requests, among other things,  modification  of  the
System  Agreement  to  exclude curtailable load from  the  cost  allocation
determination.   Neither  the timing, nor the  ultimate  outcome  of  these
proceedings at FERC, can be predicted at this time.

Open Access Transmission and Entergy's Transco Proposal

      FERC  issued Order 2000 in December 1999, which 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  that RTOs commence independent operations no later than  December
15, 2001.

     It appears that FERC will be flexible regarding 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  other
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.

      In October 2000, in compliance with Order 2000, Entergy made a filing
with FERC that requested:

     o authorization to establish an RTO referred to as Transco;
     o authorization to transfer the domestic utility companies' transmission
       assets to the Transco; and
     o a determination that the partnership arrangement with the Southwest
       Power Pool (SPP) that the Transco proposes to operate in would qualify 
       as an independent RTO.  The partnership arrangement provides for 
       operations under the oversight of, and within, the SPP RTO.

The  amounts  of  the domestic utility companies' net transmission  utility
plant assets recorded in their financial statements are provided in Note  1
to the financial statements under the heading "Utility Plant."

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

     o regulated by FERC;
     o composed of the transmission system transferred to it by the domestic
       utility companies and other transmission owners in Entergy's current
       service territory 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 member
       companies who will transfer assets but not control or otherwise direct 
       its operation and management.


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


Entergy  filed  in  December  2000  for FERC  approval  of  the  rates  for
transmission  service across the Transco's facilities.   Included  in  this
rate  filing  is  a request to cancel the service schedule  in  the  System
Agreement related to equalization of certain transmission costs.  In  March
2001,  Entergy,  Entergy  Services,  and  the  domestic  utility  companies
requested SEC approval under PUHCA of certain elements of the Transco plan.
The  domestic  utility companies have also made filings  with  their  local
regulators seeking authorization to implement the Transco plan.  Under  its
planned   timeline,  Entergy  expects  to  have  the  necessary  regulatory
approvals  by  the  third  quarter of 2001,  with  the  transmission  asset
transfers  occurring  before Transco commences  independent  operations  in
December 2001.

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  2000  without  final action on  a  deregulation  bill  by  a
committee of the House or Senate, and has not taken final action on such  a
bill in its 2001 session thus far.

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 an immaterial amount of
operating income in recent years from large industrial customers  who  have
completed cogeneration projects.  Material losses to cogeneration  are  not
expected in 2001.

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.  Entergy Mississippi's 2000 filing  indicated
that no change in rate levels was warranted.  Entergy Louisiana and Entergy
Gulf States had the following rate activity in 2000:

Filing                               Rate Activity      Implementation Date
                                                      
Entergy Louisiana 4th  annual     $6.4 million refund    July 2000
 performance-based rate plan
Entergy Louisiana 5th  annual     $24.8 million base     August 2000
 performance-based rate plan        rate reduction*
Entergy Gulf States 2nd, 3rd,     $83 million refund,    July to September 2000
 4th,  and 5th annual earnings      including interest    
 reviews



<PAGE>

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


     * Entergy Louisiana is proposing to increase prospectively the allowed
rate of return on common equity from 10.5% to 11.6%, which, if approved  by
the LPSC, would reduce the amount of the rate reduction.

      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

      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 domestic  non-
utility  nuclear  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 1998, California implemented electricity deregulation legislation.
The  law  required  the  major investor-owned utilities  in  the  state  to
effectively divest their generation assets by requiring them to sell  their
output  to  the Power Exchange.  The Power Exchange is an independent  spot
market  power  pool  in which electricity is bought and sold  at  wholesale
prices.  The deregulation law requires the investor-owned utilities to  buy
power  from the Power Exchange at market set rates, but freezes the  amount
that  those  utilities  can recover from their customers.   Therefore,  the
investor-owned  utilities' short positions were not covered  by  generation
assets  and  were exposed to increases in the Power Exchange  prices.   The
jurisdictions  in  which  Entergy's  domestic  utility  companies   operate
currently allow recovery of all prudently incurred fuel and purchased power
costs  through various recovery mechanisms.  In addition, the  deregulation
legislation  enacted in Arkansas and Texas allows for  adjustments  to  the
prices that the distribution businesses will be allowed to recover based on
changes in fuel and purchased power costs.

     In  2000,  the  California Power Exchange prices that  the  California
investor-owned utilities have to pay for their electricity supplies  soared
above  the  amounts that they are allowed to recover from their  customers.
The California utilities therefore have accumulated billions of dollars  of
under-recovered purchased power expenses. These under-recovered costs  have
caused  the  California  utilities to default on certain  of  their  credit
obligations   and  have  spawned  several  lawsuits  and  legislative   and
regulatory activity.  The ultimate effect of these events on the  investor-
owned  utilities in California and the electric energy industry  nationwide
is uncertain.

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  must  make
investments  and incur obligations to serve customers.  Prudently  incurred
costs  are  recovered  from customers along with a  return  on  investment.
Regulators  may  require utilities to defer collecting from customers  some
operating costs until a future date.  These deferred costs are recorded  as
regulatory  assets  in  the financial statements.   In  order  to  continue
applying SFAS 71 to its financial statements, a utility's rates must be set
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.  This result is because some of the costs or commitments
incurred  under  a  regulated  pricing system  might  be  impaired  or  not
recovered in a competitive market.  These costs are referred to as stranded
costs.   

      Nearly all of Entergy's exposure to potential 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, 2000, the amount of these potentially strandable
costs  for  Entergy reflected in the financial statements is  approximately
$1.8  billion  at  Entergy Arkansas, $3.2 billion at Entergy  Gulf  States,
$2.4 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 financial statements for Entergy is approximately $1.0
billion  at  Entergy Arkansas, $0.3 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.  These amounts can increase  due  to
increased  capital  spending; however, in the normal  course  of  business,
depreciation, amortization, and payments under the contractual  obligations
should  reduce  these  amounts.   The actual  amount  of  these  costs  and
obligations  that  will  be identified as stranded will  be  determined  in
regulatory proceedings.  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

      In  June 2000, Entergy Arkansas filed an application to continue  the
stranded  cost  mitigation  efforts agreed  upon  in  the  1997  settlement
agreement  approved  by  the APSC.  The filing  included  a  stranded  cost
estimate  intended  to  support Entergy Arkansas' recommendation  that  the
mitigation  efforts  continue.  The filing presents an estimated  range  of
stranded  costs  based  upon  the comparison of possible  generation  asset
market  values  to  the  generation assets'  book  values  and  contractual
obligations.  The range of possible generation asset market values used  in
the  estimate  was  determined  using generation  asset  sales  from  other
jurisdictions.   Rebuttal testimony filed by Entergy Arkansas  in  November
2000  estimates  that  stranded costs in Arkansas  could  be  from   $227.8
million  to  $1.58 billion.  The wide range in the estimate is because  of
the wide range in the comparable asset sales used in the estimate.

      In  the  non-unanimous settlement agreement filed with  the  PUCT  by
Entergy  Gulf  States in March 2001, the parties agree  that  Entergy  Gulf
States  will not implement a charge to recover stranded costs in Texas.   A
rider  to  recover  nuclear  decommissioning  costs  will  be  implemented.
Hearings  before the PUCT for approval of the settlement are  scheduled  to
begin in April 2001.

      Management  believes  that  definitive outcomes  have  not  yet  been
determined  regarding the transition to competition in  each  of  Entergy's
jurisdictions.  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.   Until  the
regulatory  proceedings in Arkansas and Texas provide a  greater  level  of
certainty,  both Entergy Arkansas and Entergy Gulf States will continue  to
apply  SFAS  71  to  their regulated operations.   Final  approval  of  the
settlement  agreement in Texas will likely result in  Entergy  Gulf  States
discontinuing  application of SFAS 71 to its Texas  generation  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.  The impact
of approval of the Texas  settlement  agreement  will depend  upon a  final 
determination of the market  value  of generation assets in Texas.  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 strandable cost amounts  given  above.   The
specifics  of  the  accounting application of SFAS 71  are  discussed  more
thoroughly in Note 1 to the financial statements.

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;
     o the foreign currency exchange rate risk associated with certain of its
       contractual obligations; and
     o the  interest  rate  and equity price risk associated  with  its
       investments in decommissioning trust funds.


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


      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 the market risk of a loss in fair value  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.

      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 a cross-product correlation matrix that measures the tendency of
       different basis products to move together; and
     o an inter-temporal correlation matrix that measures the tendency of
       commodities with different delivery periods to move together.

     Power marketing and trading's VAR was approximately $2.9 million as of
December  31, 2000 and $3.3 million as of December 31, 1999.  During  2000,
the  average month-end VAR was $4.2 million, with a high month-end  VAR  of
$8.5 million and a low month-end VAR of $2.5 million.

      Management's  calculation of VAR 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.

      In  November  2000,  System Fuels and Entergy's domestic  non-utility
nuclear  business entered into foreign currency forward contracts to  hedge
the  Euro  denominated payments due under certain purchase contracts.   The
notional  amounts  of  the  foreign currency forward  contracts  were  82.8
million  Euro  ($73.2 million) and the forward currency  rates  range  from
.8690  to .8981.  The maturities of these forward contracts depend  on  the
contractual  payment dates and range in time from August 2001  to  February
2004.   The  mark-to-market valuation of the forward contracts at  December
31,  2000 was a net asset of $5.9 million. The counterparty banks obligated
on these agreements are rated by Standard and Poor's Rating Services at A-1
or  above  on  their  short-term obligations and  AA-  on  their  long-term
obligations.


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


     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.  The following details information about
the interest rate swaps as of December 31, 2000:

                                    Average                
                  Notional           Fixed      Maturity   Fair value
                  Amount            Pay Rate
                                                           
 Saltend          $443.3 million     6.44%        2013     ($16.6 million)
 Damhead Creek    $414.5 million     6.52%        2010     ($18.4 million)

     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  $314 million of fixed-rate, fixed-income  securities  as  of
December  31, 2000.  These securities have an average coupon rate of  6.7%,
an  average  duration of 5.8 years, and an average maturity of  8.8  years.
The  Pilgrim  trust  fund also holds equity securities worth  approximately
$116  million as of December 31, 2000.  These securities are held in a fund
that  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.

New Accounting Pronouncement

      In  June  1998, the FASB issued SFAS 133, "Accounting for  Derivative
Instruments and Hedging Activities," which will be implemented  by  Entergy
in  2001.  See Note 1 to the financial statements for a discussion  of  the
expected effect of this pronouncement on Entergy.


<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, 2000,  1999,
and 1998 was:

                              2000         1999          1998
                                       (In Millions)
                                                      
  Entergy                   $1,967.8     $1,389.0     $1,835.7
  Entergy Arkansas          $  421.6     $  352.6     $  448.7
  Entergy Gulf States       $  403.9     $  387.6     $  491.3
  Entergy Louisiana         $  270.4     $  410.4     $  342.4
  Entergy Mississippi       $  182.3     $  142.4     $  125.0
  Entergy New Orleans       $   30.5     $   60.2     $   40.3
  System Energy             $  395.6     $  102.8     $  298.8

      Entergy's  consolidated cash flow from operations increased  in  2000
primarily due to the domestic utility companies and System Energy providing
an  additional $277.5 million and the competitive businesses  providing  an
additional  $223.7  million to operating cash  flows  for  the  year  ended
December 31, 2000.
     
     Fuel  cost  recovery  activity  in  2000  significantly  affected  the
operating cash flows for the domestic utility companies.  Historically high
natural  gas and purchased power costs in 2000 caused the domestic  utility
companies' fuel payments to increase significantly during the year.  In the
case  of  Entergy Arkansas, the Texas portion of Entergy Gulf  States,  and
Entergy  Mississippi,  the  2000  under-recoveries  have  been  treated  as
regulatory investments in the cash flow statements because those  companies
are  allowed  by their regulatory jurisdictions to recover the  fuel  costs
accumulated  in  2000  over  longer than a twelve  month  period,  and  the
companies will earn a return on the under-recovered balances.
     
     Entergy  Arkansas' and Entergy Gulf States' operating cash flows  were
also  affected by increases in their net income for the year ended December
31,  2000.  The increase in operating cash flow for Entergy Gulf States was
partially offset by the increased use of cash for fuel costs related to the
Louisiana  jurisdiction  and  refunds of  $83  million  paid  to  Louisiana
customers during the third quarter of 2000 as a result of earnings  reviews
settled  with  the  LPSC, as discussed further in Note 2 to  the  financial
statements.  The decrease in operating cash flow for Entergy Louisiana  and
Entergy  New  Orleans  was partially caused by the increased  use  of  cash
related to fuel costs in 2000.
     
      The operating cash flows of the domestic utility companies and System
Energy were affected by money pool activity for 2000 as a result of the use
of  a  portion  of  the proceeds from debt issuances in 2000  to  pay  down
payables to the money pool in the following amounts:

               Entergy Arkansas         $ 9.9 million
               Entergy Gulf States      $36.1 million
               Entergy Louisiana        $91.5 million
               Entergy Mississippi      $16.7 million
               Entergy New Orleans      $ 3.9 million


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                      LIQUIDITY AND CAPITAL RESOURCES
                                     
                                     
System  Energy's operating cash flow increased in part due to payments  of
$78.9  million  received  on  its money pool receivables  from  affiliated
companies.

      The  money  pool is an inter-company funding arrangement designed  to
reduce  the  domestic utility companies' and System Energy's dependence  on
external short-term borrowings.  The money pool provides a means by  which,
on  a  daily  basis, the excess funds of Entergy Corporation, the  domestic
utility  companies, and System Energy may be used by the  domestic  utility
companies  or  System Energy to fulfill short-term cash requirements.   See
"Capital  Resources  - Sources of Capital" below for a  discussion  of  the
limitations on these borrowings.

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

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

     Entergy's consolidated cash flow from operations for 1999 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.  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  or  2000.   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 its money pool receivables from affiliated companies.

      In  1999, competitive businesses used $9.3 million of operating cash
flow  from  operations compared with providing $151.7 million of operating
cash  flow for 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 were 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.

Investing Activities

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

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


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                      LIQUIDITY AND CAPITAL RESOURCES
                                     
                                     
      The  following items also contributed to the overall increase in cash
used in 2000:
     
     o the maturity of notes receivable in August 1999 when only a portion of
       the proceeds were reinvested in other temporary investments;
     o payments made by Entergy's global power development business in 2000
       for turbines; and
     o the under-recovery of deferred fuel costs incurred in 2000 at certain
       of the domestic utility companies due to significantly higher market 
       prices of fuel and purchased power expenses.  Entergy Arkansas, the 
       Texas portion of Entergy Gulf States, and Entergy Mississippi have 
       treated these costs as regulatory investments because those companies 
       are allowed by  their regulatory  jurisdictions to recover the fuel 
       cost regulatory  asset accumulated in 2000 over longer than a twelve 
       month period, and  the companies will earn a return on the 
       under-recovered balances.
     
Partially  offsetting the overall increase in cash used is the maturity  of
other  temporary  investments and proceeds from the sale of  the  Freestone
power project in 2000.

      Investing  activities used cash in 1999 compared to 1998 due  to  the
sales  in 1998 of London Electricity and CitiPower, and higher construction
expenditures  in  1999  compared  with 1998.   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.   The  maturity  and
reinvestment  of  a portion of the proceeds of notes receivable  in  August
1999,  and  the  sales  in 1999 of Entergy Security, Entergy  Power  Edesur
Holding,  LTD  and  several other telecommunications  businesses  partially
offset the overall decrease in 1999.

Financing Activities

     Financing activities provided cash for 2000 primarily due to:

     o new long-term debt issuances by Entergy Arkansas, Entergy Gulf States,
       Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans; and
     o increased borrowings under the Entergy Corporation credit facility.

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

     o increased repurchases of Entergy Corporation common stock;
     o redemption of Entergy Gulf States' preference stock; and
     o decreased borrowings under the credit facilities for the construction
       of the Saltend and Damhead Creek power projects by Entergy's global 
       power development business.
                                     
      Net  cash used in financing activities decreased in 1999 compared  to
1998 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.
     

<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                      LIQUIDITY AND CAPITAL RESOURCES
                                     
                                     
      Partially  offsetting the 1999 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

     Entergy's sources to meet its capital requirements include:

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

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

Sources of Capital

      All  of the domestic utility companies issued new debt in 2000.   The
net  proceeds  of  these issuances have been or will be  used  for  general
corporate purposes including capital expenditures, the retirement of short-
term  indebtedness incurred for working capital or other purposes, and,  in
the  case  of  Entergy Gulf States, the mandatory redemption of  preference
stock.  The domestic utility companies and System Energy expect to continue
refinancing  or  redeeming higher cost debt and preferred  stock  prior  to
maturity,  to the extent market conditions and interest and dividend  rates
are  favorable.  The domestic utility companies plan to issue debt in  2001
for  similar purposes as in 2000.  In addition, rising fuel prices in  2000
and  the resulting increases in the domestic utility companies' fuel  costs
have  increased  these  companies' needs for working capital  financing  in
2001.   Entergy  Arkansas' liquidity was also affected  by  incurring  
approximately $195 million  of restoration costs associated with ice storms
in December  2000.  See  Note 2 to the financial statements for more 
information regarding  the December 2000 ice storms.



<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                      LIQUIDITY AND CAPITAL RESOURCES
                                     
                                     
      All  debt  and common and preferred stock issuances by  the  domestic
utility  companies  and  System Energy require prior  regulatory  approval.
Preferred stock and debt issuances are 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 2001.  The domestic utility companies
may  also  establish  special  purpose trusts or  limited  partnerships  as
financing subsidiaries for the purpose of issuing preferred securities.

      On  January 31, 2001, Entergy Mississippi issued $70 million of 6.25%
Series First Mortgage Bonds due February 1, 2003.  Proceeds of the issuance
will  be  used for general corporate purposes, including the retirement  of
short-term  indebtedness incurred from money pool  borrowings  for  capital
expenditures and working capital needs.

      On February 23, 2001, Entergy New Orleans issued $30 million of 6.65%
Series  First  Mortgage Bonds due March 1, 2004.  Proceeds of the  issuance
will  be  used for general corporate purposes, including the retirement  of
short-term  indebtedness incurred from money pool  borrowings  for  capital
expenditures and working capital needs.

      Entergy  Arkansas,  Entergy Louisiana, and Entergy  Mississippi  each
obtained  364-day credit facilities in 2001, and the lines have been  fully
drawn.   Entergy Arkansas will primarily use the proceeds to pay for  costs
incurred  in  the December 2000 ice storms.  Entergy Louisiana and  Entergy
Mississippi  will  use  the  proceeds for general  corporate  purposes  and
working capital needs.  The facilities have variable interest rates and the
average  commitment fee is 0.13%.  The amounts and dates obtained  for  the
facilities follow:

                                  Amount of   
                 Company          Facility    Date Obtained
                                              
           Entergy Arkansas     $ 63 million  January 31, 2001
           Entergy Louisiana    $ 30 million  January 31, 2001
           Entergy Mississippi  $ 25 million  February 2, 2001

      In  2001,  Entergy,  Entergy Mississippi,  and  Entergy  New  Orleans
requested  an increase from the SEC in their current authorized  short-term
borrowing  limits,  which includes borrowings under  the  money  pool.  The
increases requested are as follows:

              Company            Current Limit    Requested Limit
                                                 
     Entergy Mississippi          $ 103 million     $ 160 million
     Entergy New Orleans           $ 35 million     $ 100 million
     Other Entergy subsidiaries   $ 265 million     $ 420 million

SEC approval of the request will increase the current SEC authorized short-
term borrowing limits for the domestic utility companies and System Energy,
which  are  effective  through November 30, 2001, from  $1.078  billion  to
$1.2 billion.   Note 4 to the financial statements contains details of  the
amount  of  short-term indebtedness outstanding for Entergy,  the  domestic
utility companies, and System Energy as of December 31, 2000.

      In  2000, long-term debt on Entergy's balance sheet were increased by
approximately $750 million by the issuance of notes payable to NYPA in  the
Indian Point 3 and FitzPatrick acquisition.  Also in 2000, the global power
development  business  increased its borrowings  under  the  Damhead  Creek
credit  facility  by approximately $164 million to finance construction  of
the  plant.  Damhead Creek commenced commercial operation in 2001.   Note 7
to the financial statements more thoroughly discusses these long-term debts.


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

      For  the years 2001 through 2003, Entergy plans to spend $8.2 billion
in  a  capital investment plan focused on improving service at the domestic
utility companies and growing its global power development and domestic non-
utility  nuclear businesses.  The estimated allocation in the plan is  $2.6
billion to the domestic utility companies, $3.6 billion to the global power
development business, and $2.0 billion to the domestic non-utility  nuclear
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.

     The capital investment plan discussed above is subject to modification
based  on  the  ongoing effects of transition to competition planning,  the
ability  to recover the regulated utility costs in rates, and the  proposed
business combination with FPL Group.  The Merger Agreement generally allows
Entergy  to continue business in the ordinary course consistent  with  past
practice   and  contains  certain  restrictions  on  Entergy's  activities,
including restrictions on the issuance of securities, capital expenditures,
dispositions,  incurrence  or  guarantee of indebtedness,  and  trading  or
marketing  of  energy.  Entergy does not believe that these covenants  will
constrain its capital investment plan.  Under certain circumstances, if the
Merger  Agreement is terminated, a termination fee of $215 million  may  be
payable  by one of the parties.  Additionally, the plan is contingent  upon
the  ability  to  access  the  capital necessary  to  finance  the  planned
expenditures,  and  significant borrowings may be  necessary  to  implement
these capital spending plans.

PUHCA Restrictions on Uses of Capital

      Entergy's  ability  to  invest  in domestic  and  foreign  generation
businesses  is  subject to the SEC's regulations under PUHCA.   Absent  SEC
approval,   these   regulations  limit  Entergy   Corporation's   aggregate
investment  in domestic and foreign generation businesses at  the  time  an
investment  is  made  to  an amount equal to 50%  of  average  consolidated
retained  earnings for the previous four quarters.  In June 2000,  the  SEC
issued  an order that allows Entergy's EWG and FUCO investments to increase
from  50% to 100% of Entergy's average consolidated retained earnings.   As
of  December  31, 2000 Entergy's investments subject to this  rule  totaled
$770   million  constituting  25%  of  its  average  consolidated  retained
earnings.

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

      Under  PUHCA,  the SEC imposes a limit equal to 15%  of  consolidated
capitalization  on  the  amount  that may be invested  in  "energy-related"
businesses without specific SEC approval.  Entergy has made investments  in
energy-related   businesses,  including  power   marketing   and   trading.
Entergy's available capacity to make additional investments at December 31,
2000 was approximately $1.8 billion.


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                      LIQUIDITY AND CAPITAL RESOURCES
                                     
Other Uses of Capital by Entergy Corporation

      Under  the  terms  of  the Merger Agreement,  Entergy  will  use  its
commercially  reasonable  efforts to purchase in open  market  transactions
$430  million of its common stock prior to the close of the Merger.  As  of
December  31,  2000,  Entergy has repurchased 4.2  million  shares  for  an
aggregate  amount  of  $145.6  million after  the  signing  of  the  Merger
Agreement.   Prior  to the date of the Merger Agreement, Entergy  had  been
repurchasing shares under two Board authorizations.  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.   This  stock  repurchase plan  provided  for  open  market
purchases 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 for the repurchase of Entergy common stock  through
December  31,  2001.   Shares were repurchased on  a  discretionary  basis.
Prior  to  the  date of the Merger Agreement, Entergy had repurchased  25.3
million  shares for an aggregate amount of $652.5 million under  these  two
Board authorizations.

      In 2000, Entergy Corporation paid $271.0 million in cash dividends on
its  common  stock  and received dividend payments and returns  of  capital
totaling  $918.3 million from subsidiaries.  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.  Under the Merger Agreement,  Entergy
can  continue to pay dividends at existing levels with increases  permitted
up  to  5% over the amount of the previous twelve-month period.  In October
2000 and January 2001, the Board declared quarterly dividends of $0.315 per
share on Entergy's common stock.  This dividend level is an increase of  5%
over  the  dividend level for the twelve-month period prior to  the  Merger
Agreement.

Global Power Development Business

     Included  in  the capital investment plan for Entergy's  global  power
development  business are payments under an option it obtained  in  October
1999  to  acquire twenty-four GE7FA advanced technology gas turbines,  four
steam  turbines, and eight GE7EA advanced technology gas turbines.  In  the
sale  of the Freestone power project in June 2000, Entergy sold the  rights
to  acquire  four  of  the GE7EA turbines and two of  the  steam  turbines.
Deliveries  of the remaining turbines are scheduled for 2001 through  2004.
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.  In addition, management  expects
that  up  to $225 million of the turbine acquisitions will be supported  by
Entergy Corporation guarantees.
                                     
       In   2000,   Entergy's  global  power  development  business   began
construction  of  the  Warren Power Project, a 300  MW  combined-cycle  gas
turbine  merchant power plant in Vicksburg, Mississippi.  The  construction
costs  are  expected to be approximately $150 million.  Management  expects
that commercial operation of the plant will begin in the summer of 2001.

Domestic Non-Utility Nuclear Business

     In  November  2000,  Entergy's domestic non-utility  nuclear  business
purchased  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.  Entergy paid NYPA $50 million  in
cash at the closing of the purchase, and will pay seven annual installments
of  approximately $108 million commencing one year from  the  date  of  the
closing,  and  eight  annual installments of $20 million  commencing  eight
years  from the date of the closing.  Entergy currently projects that these
installments will be paid primarily from the proceeds of the sale of  power
from the plants and that Entergy will provide an additional $100 million of
funding.


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

     Pursuant  to  the  terms of the agreement with NYPA,  the  installment
payments due by Entergy to NYPA must be secured by a letter of credit  from
an  eligible financial institution.  On November 21, 2000, upon closing  of
the acquisition of the NYPA plants, Entergy delivered a $577 million letter
of  credit, with NYPA as beneficiary, in accordance with the terms of  such
agreement.   The letter of credit was backed by cash collateral,  and  this
cash  is reflected in the balance sheet as "Special deposits."  In February
2001,  Entergy replaced $440 million of the cash collateral with an Entergy
Corporation guarantee. Most of the cash released by this guarantee was used
to  fund  Entergy's  cash  contribution  made  for  its  interest  in   the 
Entergy/Koch  Industries  joint  venture  discussed   below   under  "Joint 
Ventures."

      Included  in  the  domestic  non-utility  nuclear  business'  capital
investment  plan is the acquisition of Consolidated Edison's  (Con  Edison)
957  MW  Indian  Point 2 nuclear power plant (IP2) located  in  Westchester
County,  New York. In November 2000, Entergy's domestic non-utility nuclear
business  signed  an  agreement  with Con Edison  to  purchase  the  plant.
Entergy  will  pay $600 million in cash at the closing of the purchase  and
will  receive  the  plant,  nuclear fuel, and  other  assets,  including  a
purchase power agreement (PPA).  The financing of the purchase may  require
the support of an Entergy Corporation guarantee.  On the second anniversary
of  the  IP2  acquisition, Entergy's domestic non-utility nuclear  business
will  also  begin to pay NYPA $10 million per year for up to  10  years  in
accordance with the Indian Point 3 purchase agreement.  Under the PPA,  Con
Edison  will  purchase 100% of IP2's output through 2004. Con  Edison  will
also  transfer  a $430 million decommissioning trust fund, along  with  the
liability to decommission IP2 and Indian Point 1, to Entergy's domestic non-
utility  nuclear business.  Management expects to close the acquisition  by
mid-2001,  pending  the approvals of the NRC, the New York  Public  Service
Commission, and other regulatory agencies.

Joint Ventures

     On January 31, 2001, subsidiaries of Entergy and Koch Industries, Inc.
formed  a  new  limited  partnership  called  Entergy-Koch,  L.P.   Entergy
contributed  its power marketing and trading business in the United  States
and  the United Kingdom and made other contributions, including equity  and
loans, totaling $414 million.  Koch Energy, Inc. contributed to the venture
its  9,000-mile Koch Gateway Pipeline, gas storage facilities including the
Bistineau  storage  facility near Shreveport, Louisiana,  and  Koch  Energy
Trading, which markets and trades electricity, gas, weather derivatives and
other energy-related commodities and services.

      Entergy's global power development business has a 50% interest in  RS
Cogen  LLC, a joint venture with PPG Industries.  In August 2000, RS  Cogen
LLC  completed a $242 million non-recourse financing for a 425  MW  natural
gas-fired, combined-cycle power plant, known as the Riverside project.   In
September  2000, construction of the plant began at estimated  construction
costs  approximately  equal  to the amount of  the  financing  arrangement.
Management  expects that commercial operation of the plant  will  begin  in
2002.


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

Entergy Corporation and System Energy

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

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

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


<PAGE>


                     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  (pages  74
through  79  and  pages 147 through 209) present fairly,  in  all  material
respects,   the   financial  position  of  Entergy  Corporation   and   its
subsidiaries  at  December  31, 2000 and 1999, and  the  results  of  their
operations  and their cash flows for each of the three years in the  period
ended  December 31, 2000 in conformity with accounting principles generally
accepted  in the United States of America.  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 of America, 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 our opinion.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
February 1, 2001




<PAGE>

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

     Entergy's consolidated earnings applicable to common stock were $679.3
million  for  the  year ended December 31, 2000 resulting in  increases  in
basic  and  diluted  earnings per share of 33% and 32%, respectively.   The
increase  in  earnings  per  share was also  affected  by  Entergy's  share
repurchase program.  Entergy's consolidated earnings applicable  to  common
stock were $552.5 million for the year ended December 31, 1999 resulting in
a  decrease  in  basic and diluted earnings per share of 25% compared  with
1998.

      The  changes  in  earnings applicable to common  stock  by  operating
segments for 2000 and 1999 as compared to the prior year are as follows:

                                       Increase/(Decrease)
 Operating Segments                      2000         1999
                                          (In Thousands)
                                              
 Domestic Utility and System Energy   $ 75,684      $ 29,020
 Power Marketing & Trading              20,133        15,049
 Domestic Non-Utility Nuclear           33,453        16,768
 Global Power Development               46,246       (23,550)
 Entergy London and CitiPower                -      (120,852)
 Other, including parent company       (48,681)     (103,045)
                                      --------     ---------
 Total                                $126,835     $(186,610)
                                      ========     =========

Other  for  1998  included  the results of  operations  for  Efficient
Solutions,   Inc.,  Entergy  Security,  Inc.,  Entergy  Power   Edesur
Holdings,  and  several telecommunications businesses that  were  sold
between  late  1998 and mid-1999.  It also included the gains  on  the
1998  sales  of  Entergy London and CitiPower.  See  Note  14  to  the
financial statements for additional business segment information.

      The  increase in 2000 earnings at the domestic utility companies  and
System Energy was primarily due to:

     o an increase in energy usage by customers;
     o an increase in revenues as a result of a warmer than normal spring and
       summer and a colder than normal winter;
     o a decrease of $21.4 million in interest and other charges;
     o a decrease of $45.5 million in reserves recorded in 2000 for potential
       rate actions; and
     o a $10.9 million decrease in preferred dividend requirements primarily
       due to the retirement of Entergy Gulf States' preference stock.
     
     The increases were partially offset by:

     o an increase of $95.8 million in operation and maintenance expense;
     o an increase of $44.5 million in depreciation and amortization expense;
     o an increase of $23.5 million in taxes other than income taxes; and
     o an increase in the effective income tax rate.
     
      The increase at the power marketing and trading business in 2000  was
primarily due to:

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


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

      The increase at the domestic non-utility nuclear business in 2000 was
primarily  due to the ownership of Pilgrim for the entire year compared  to
only  six months in 1999, and the increase for 1999 was due to the purchase
of Pilgrim in July 1999.

      The  increase at the global power development business  in  2000  was
primarily  due  to  $55.1 million of liquidated damages received  from  the
Saltend contractor as compensation for lost operating margin from the plant
due to construction delays.

      Other  decreased in 2000 primarily due to the write-down of Entergy's
investments in Latin America to their fair market values.  Other  decreased
in 1999 primarily due to the non-recurring gains recorded on business sales
in 1998.

     Entergy's income before taxes is discussed in two business categories,
"Domestic   Utility   Companies  and  System   Energy"   and   "Competitive
Businesses".  Competitive Businesses primarily includes power marketing and
trading,  domestic  non-utility  nuclear,  global  power  development,  and
several businesses that were sold in 1998 and 1999.

Domestic Utility Companies and System Energy

     The changes in electric operating revenues for Entergy's domestic
utility companies for 2000 and 1999 are as follows:

                                         Increase/(Decrease)
                Description                2000      1999
                                            (In Millions)
                                                          
     Base revenues                        ($94.2)   $81.2
     Rate riders                           (17.1)  (164.1)
     Fuel cost recovery                    792.5    188.7
     Sales volume/weather                  107.1      5.3
     Other revenue (including unbilled)    135.8     74.3
     Sales for resale                       24.2    (50.3)
                                          ------   ------
     Total                                $948.3   $135.1
                                          ======   ======  

Base revenues

      Base  revenues  decreased in 2000 primarily due to the  non-recurring
effect  on  1999 revenues of the reversal of regulatory reserves associated
with  the  accelerated amortization of accounting order deferrals discussed
below.

     In 1999, base revenues increased 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 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.



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

     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 related to the Louisiana
       jurisdiction, Entergy Louisiana, and Entergy New Orleans in 1999 for
       potential rate actions or rate refunds.

Rate riders

      Rate  rider  revenues do not impact earnings since 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,  resulting in a corresponding  decrease  in  the
amortization  of  rate  deferrals.  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.

Fuel cost recovery

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

     Fuel cost recovery revenues increased in 2000 primarily due to:

     o increased fuel recovery factors at Entergy Arkansas, Entergy Gulf
       States in the Texas jurisdiction, and Entergy Mississippi; and
     o higher fuel and purchased power costs at Entergy Louisiana and Entergy
       New Orleans due to the increased market price of natural gas.
     
     Along  with  the  increase  in fuel cost recovery  revenue,  fuel  and
purchased power expenses increased by  $794.2 million in 2000 primarily due
to:

     o an increase in the market prices of purchased power, natural gas, and
       fuel oil; and
     o an increase in volume due to an increase in demand.
     
The increase in fuel and purchased power expenses was partially offset by a
$23.5  million adjustment to the Entergy Arkansas deferred fuel balance  to
record deferred fuel costs that Entergy Arkansas expects to recover in  the
future through its fuel adjustment clause.
     
     In 1999, fuel cost recovery revenues increased primarily due to:

     o an increased fuel factor and a new fuel surcharge implemented by
       Entergy Gulf States in the 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.
                   
                   

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


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

     o higher natural 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 effects on revenue

     Electric operating revenues also increased in 2000 due to:

     o increased  sales  volume due to increased usage  by  industrial,
       commercial, and residential customers;
     o increased sales due to weather conditions in 2000;
     o increased generation and subsequent sales from River Bend in 2000 as a
       result of a refueling outage in 1999; and
     o higher fuel prices included in unbilled revenues.

      Electric  sales vary seasonally in response to weather,  and  usually
peak  in  the  summer.   The effect of colder than  normal  winter  weather
conditions in 2000 contributed to the increase in electric sales.  In 2000,
electricity  sales  volume  in  the  domestic  utility  companies'  service
territories  increased 1,522.7 GWH due to the impact of weather conditions.
Electric  sales volume also increased 1,173.9 GWH due to higher  demand  by
industrial, commercial, and residential customers.  The number of customers
in  the  domestic utility companies' service territories remained  constant
during these periods.

      Electric operating revenues also increased in 1999 primarily due to a
change in estimated unbilled revenues, which more closely aligned the  fuel
component  of  unbilled revenues with regulatory treatment.  This  increase
was  partially offset by a decline in sales for resale due to the  loss  of
certain municipal and co-op customer contracts at Entergy Arkansas.

Other operation and maintenance expenses

      Other  operation and maintenance expenses increased $95.8 million  in
2000 primarily due to:

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


<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
                                     
     The  increase in other operation and maintenance expenses in 2000  was
     partially offset by the following:
     
     o a $9.5 million larger nuclear insurance refund in 2000 compared to
       1999; and
     o a decrease in injury and damages claims of $12.3 million.

      In  1999,  other  operation and maintenance expenses increased  $68.3
million primarily due to:

     o increased customer service and reliability improvements throughout the
       system;
     o increases in storm damage accruals, employee pension and benefits, and
       environmental expenses; and
     o increases  in maintenance work at Entergy Arkansas  and  Entergy
       Mississippi.

Depreciation and amortization

     Depreciation and amortization expenses increased $44.5 million in 2000
primarily due to:

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

      In  1999,  depreciation  and amortization  expenses  decreased  $32.8
million 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.

Interest charges

      Interest charges decreased $21.4 million in 2000 primarily due to  an
adjustment  in  1999  at  System Energy to the interest  recorded  for  the
potential  refund  to  customers of its proposed rate increase  pending  at
FERC.  System Energy's proposed rate increase is discussed in Note 2 to the
financial statements.


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


      In  1999,  interest  charges decreased  due  to  the  retirement  and
refinancing of long-term debt, partially offset by the interest recorded on
the potential refund of System Energy's proposed rate increase.

Competitive Businesses

      The  changes in operating revenues for the competitive businesses  by
operating segments in 2000 and 1999 are as follows:

                                       Increase/(Decrease)
                                        2000        1999
                                         (In Millions)
                                               
   Power Marketing & Trading          $(117.9)      $(605.7)
   Domestic Non-Utility Nuclear         188.4         104.6
   Global Power Development             201.4           0.1
   Entergy London and CitiPower             -      (2,215.1)
   Other                                (16.9)       (108.2)
                                       ------     ---------
   Total                               $255.0     $(2,824.3)
                                       ======     =========
      
      The  decrease  in  2000 for the power marketing and trading  business
results  from  decreased  electricity and gas  trading  volumes.   Although
revenues  decreased,  the  power marketing  and  trading  business  had  an
increase  in  operating  income  for the  year  ended  December  31,  2000,
primarily due to:

     o decreased purchased power expenses as discussed below;
     o improved trading performance in electricity;
     o increased long-term marketing of electricity; and
     o trading gains in natural gas in the current year due to natural gas
       prices reaching record high levels compared to trading losses in the 
       prior year.

      The  decrease  in  1999 for the power marketing and trading  business
resulted  primarily  from  decreased  electricity  trading  volume  due  to
significantly warmer weather in 1998 than in 1999.  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
smaller  operating loss for this business for the year ended  December  31,
1999 as compared to 1998.

     The increase in 2000 for the domestic non-utility nuclear business was
primarily  from  the  operation  of  the  Pilgrim,  Indian  Point  3,   and
FitzPatrick plants.  Pilgrim was purchased in July 1999 and Indian Point  3
and  FitzPatrick were purchased in November 2000.  The increase in 1999 for
the  domestic non-utility nuclear business was primarily from the operation
of Pilgrim.

      The  increase in 2000 for the global power development  business  was
primarily  due  to the results from its interest in Highland Energy,  which
was  acquired  in June 2000, and the results from the Saltend plant,  which
began  commercial operation in late November 2000.  However, the impact  on
net  income  from  increased  revenues from the  global  power  development
business  is  offset  by increased fuel and purchased  power  as  discussed
below.

      The decrease in 1999 for Entergy London and CitiPower was due to  the
sale of  these businesses in 1998.


<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
                                     
                                     
Fuel and purchased power expenses

      Fuel  costs  constitute  the  largest  expense  for  the  competitive
businesses.  Fuel and purchased power expenses increased $20.4  million  in
2000,  primarily due to Highland Energy's operations and increased expenses
for the domestic non-utility nuclear business from Pilgrim contributing for
all  of  2000  compared  with  only six months  in  1999,  along  with  the
acquisition of Indian Point 3 and FitzPatrick in November 2000.

      Partially  offsetting  the  overall increase  in  2000  in  fuel  and
purchased  power expenses is the decrease of $206.9 million from the  power
marketing  and  trading business attributable to decreased electricity  and
gas trading volumes.
     
     Fuel and purchased power expenses decreased in 1999 primarily due to:
     
     o the sales of London Electricity and CitiPower;
     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 were partially offset by increased gas trading  volume  in
the power marketing and trading business.

Other operation and maintenance expenses

      Other  operation and maintenance expenses increased $98.6 million  in
2000  primarily from the operation of Pilgrim for all of 2000 compared with
only  six months in 1999, partially offset by a decrease in the elimination
of mark-to-market profits on intercompany power transactions.

      Other operation and maintenance expenses decreased $349.7 million  in
1999  primarily due to the sales of London Electricity and CitiPower.   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 domestic non-utility nuclear business resulting
       primarily from the operation of Pilgrim for six months in 1999.

Other income

      Other income decreased $38.5 million for the year ended December  31,
2000 primarily due to a $42.5 million ($27.6 million net of tax) write-down
in  2000  to  their estimated fair values of investments in Latin  American
projects.   The decrease is also due to the absence of the following  items
that occurred in 1999:

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



<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
                                     
     Partially offsetting the overall decrease was the following in 2000:

     o liquidated damages of $55.1 million ($38.6 million net  of  tax)
       received from the Saltend contractor as compensation for lost operating
       margin from the Saltend plant due to construction delays;
     o an increase of $16.2 million in interest and dividend income; and
     o a $20.5 million ($13.3 million net of tax) gain in June 2000 on the
       sale of the global power development business' investment in the 
       Freestone project located in Fairfield, Texas.

      Other income decreased in 1999 primarily due 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 in 1999 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 gains on sales of businesses in 1999, as listed above;
     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.

Interest charges

      Other interest charges increased $29.0 million in 2000 primarily  due
to:

     o the  accretion of the decommissioning liability associated  with
       Pilgrim; and
     o increased interest expense of $16.0 million related to borrowings on
       Entergy Corporation's short-term credit facility.

Income taxes

      The  effective income tax rates for 2000, 1999, and 1998 were  40.3%,
37.5%, and 25.3%, respectively.  The increase in 2000 was primarily due  to
the  recognition in 1999 of deferred tax benefits related to  the  expected
utilization of foreign tax credits resulting in lower income taxes.

     The  effective income tax rate increased in 1999, partially offset  by
the  recognition of foreign tax credits discussed above, primarily  due  to
the following in 1998:
     
     o the  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.
     


<PAGE> 

<TABLE>
<CAPTION>

                  ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
                                                  
                                                                 For the Years Ended December 31,
                                                                  2000        1999           1998
                                                                (In Thousands, Except Share Data)
<S>                                                            <C>          <C>           <C>
                    OPERATING REVENUES                                                              
Domestic electric                                              $7,219,686   $6,271,414    $6,136,322
Natural gas                                                       165,872      110,355       115,355
Steam products                                                          -       15,852        43,167
Competitive businesses                                          2,630,590    2,375,607     5,199,928
                                                              -----------   ----------   -----------
TOTAL                                                          10,016,148    8,773,228    11,494,772
                                                              -----------   ----------   -----------
                                                                                                    
                    OPERATING EXPENSES                                                         
Operating and Maintenance:                                                                          
   Fuel, fuel-related expenses, and                                                                 
     gas purchased for resale                                   2,645,835    2,082,875     1,706,028
   Purchased power                                              2,662,881    2,442,484     4,585,444
   Nuclear refueling outage expenses                               70,511       76,057        83,885
   Other operation and maintenance                              1,901,314    1,705,545     1,988,040
Decommissioning                                                    39,484       45,988        46,750
Taxes other than income taxes                                     370,344      339,284       362,153
Depreciation and amortization                                     746,125      698,881       938,179
Other regulatory charges - net                                      3,681       14,833        35,136
Amortization of rate deferrals                                     30,392      115,627       237,302
                                                              -----------   ----------   -----------
TOTAL                                                           8,470,567    7,521,574     9,982,917
                                                              -----------   ----------   -----------
                                                                                                    
OPERATING INCOME                                                1,545,581    1,251,654     1,511,855
                                                              -----------   ----------   -----------
                                                                                                    
                       OTHER INCOME                                                            
Allowance for equity funds used during construction                32,022       29,291        12,465
Gain (loss) on sale of assets - net                               (20,466)      71,926       274,941
Miscellaneous - net                                               190,129      154,423        85,618
                                                              -----------   ----------   -----------
TOTAL                                                             201,685      255,640       373,024
                                                              -----------   ----------   -----------
                                                                                                    
                INTEREST AND OTHER CHARGES                                                     
Interest on long-term debt                                        477,071      476,877       735,601
Other interest - net                                               85,635       82,471        65,047
Distributions on preferred securities of subsidiaries              18,838       18,838        42,628
Allowance for borrowed funds used during construction             (24,114)     (22,585)      (10,761)
                                                              -----------   ----------   -----------
TOTAL                                                             557,430      555,601       832,515
                                                              -----------   ----------   -----------
                                                                                                    
INCOME BEFORE INCOME TAXES                                      1,189,836      951,693     1,052,364
                                                                                                    
Income taxes                                                      478,921      356,667       266,735
                                                              -----------   ----------   -----------
                                                                                                    
CONSOLIDATED NET INCOME                                           710,915      595,026       785,629
                                                                                                    
Preferred dividend requirements and other                          31,621       42,567        46,560
                                                              -----------   ----------   -----------
                                                                                                    
EARNINGS APPLICABLE TO                                                                              
COMMON STOCK                                                     $679,294     $552,459      $739,069
                                                              ===========   ==========   ===========
Earnings per average common share:                                                                  
    Basic                                                           $3.00        $2.25         $3.00
    Diluted                                                         $2.97        $2.25         $3.00
Dividends declared per common share                                 $1.22        $1.20         $1.50
Average number of common shares outstanding:                                                        
    Basic                                                     226,580,449  245,127,460   246,396,469
    Diluted                                                   228,541,307  245,326,883   246,572,328
                                                                                                    
See Notes to Financial Statements.                                                                  
     
</TABLE>
     

<PAGE>

<TABLE>
<CAPTION>

                 ENTERGY CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        
                                                                                     For the Years Ended December 31,
                                                                                    2000          1999          1998
                                                                                               (In Thousands)
<S>                                                                                 <C>           <C>           <C>
                             OPERATING ACTIVITIES                                                                       
Consolidated net income                                                             $710,915      $595,026      $785,629
Noncash items included in net income:                                                                                   
  Amortization of  rate deferrals                                                     30,392       115,627       237,302
  Reserve for regulatory adjustments                                                  18,482        10,531       130,603
  Other regulatory charges - net                                                       3,681        14,833        35,136
  Depreciation, amortization, and decommissioning                                    785,609       744,869       984,929
  Deferred income taxes and investment tax credits                                   124,457      (189,465)      (64,563)
  Allowance for equity funds used during construction                                (32,022)      (29,291)      (12,465)
  (Gain) loss on sale of assets - net                                                 20,466       (71,926)     (274,941)
  Changes in working capital (net of effects from acquisitions and dispositions):
  Receivables                                                                       (437,146)        9,246        24,176
  Fuel inventory                                                                     (20,447)       (1,359)       28,439
  Accounts payable                                                                   543,606        35,233        31,229
  Taxes accrued                                                                       20,871       158,733        58,505
  Interest accrued                                                                    45,789       (56,552)      (37,937)
  Deferred fuel                                                                      (38,001)       10,583        63,991
  Other working capital accounts                                                     102,336        45,285        43,209
Provision for estimated losses and reserves                                            6,019       (59,464)     (133,880)
Changes in other regulatory assets                                                   (66,903)      (36,379)      (13,684)
Other                                                                                149,743        93,494       (49,996)
                                                                                  ----------    ----------    ----------
Net cash flow provided by operating activities                                     1,967,847     1,389,024     1,835,682
                                                                                  ----------    ----------    ----------
                                                                                                                        
                              INVESTING ACTIVITIES                                                                      
Construction/capital expenditures                                                 (1,493,717)   (1,195,750)   (1,143,612)
Allowance for equity funds used during construction                                   32,022        29,291        12,465
Nuclear fuel purchases                                                              (121,127)     (137,649)     (102,747)
Proceeds from sale/leaseback of nuclear fuel                                         117,154       137,093       128,210
Proceeds from sale of businesses                                                      61,519       351,082     2,275,014
Investment in other nonregulated/nonutility properties                              (238,062)      (81,273)      (85,014)
Proceeds from other temporary investments                                            321,351       956,356             -
Purchase of other temporary investments                                                    -      (321,351)     (947,444)
Decommissioning trust contributions and realized change in trust assets              (63,805)      (61,766)      (73,641)
Other regulatory investments                                                        (385,331)      (81,655)      (82,984)
Other                                                                                (44,016)      (42,258)             -
                                                                                  ----------    ----------    ----------
Net cash flow used in investing activities                                        (1,814,012)     (447,880)      (19,753)
                                                                                  ----------    ----------    ----------
                                                                                                                        
See Notes to Financial Statements.                                                                                      
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                           
                  ENTERGY CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        
                                                                     For the Years Ended December 31,
                                                                    2000          1999          1998
                                                                             (In Thousands)
<S>                                                                <C>          <C>           <C>
                     FINANCING ACTIVITIES                                                         
Proceeds from the issuance of:                                                                          
  Long-term debt                                                    904,522      1,113,370     1,904,074
  Common stock                                                       41,908         15,320        19,341
Retirement of:                                                                                          
  Long-term debt                                                   (181,329)    (1,195,451)   (3,151,680)
Repurchase of common stock                                         (550,206)      (245,004)       (2,964)
Redemption of preferred stock                                      (157,658)       (98,597)      (17,481)
Changes in short-term borrowings - net                              267,000       (165,506)      205,412
Dividends paid:                                                                                         
  Common stock                                                     (271,019)      (291,483)     (373,441)
  Preferred stock                                                   (32,400)       (43,621)      (46,809)
                                                                 ----------     ----------    ----------
Net cash flow provided by (used in) financing activities             20,818       (910,972)   (1,463,548)
                                                                 ----------     ----------    ----------
                                                                                                        
Effect of exchange rates on cash and cash equivalents                (5,948)          (948)        1,567
                                                                 ----------     ----------    ----------
                                                                                                        
Net increase in cash and cash equivalents                           168,705         29,224       353,948
                                                                                                        
Cash and cash equivalents at beginning of period                  1,213,719      1,184,495       830,547
                                                                 ----------     ----------    ----------
                                                                                                        
Cash and cash equivalents at end of period                       $1,382,424     $1,213,719    $1,184,495
                                                                 ==========     ==========    ==========
                                                                                                        
                                                                                                        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                       
  Cash paid during the period for:                                                                      
    Interest - net of amount capitalized                           $505,414       $601,739      $833,728
    Income taxes                                                   $345,361       $373,537      $273,935
  Noncash investing and financing activities:                                                           
    Change in unrealized appreciation/(depreciation) of                                                 
       decommissioning trust assets                                ($11,577)       $41,582       $46,325
    Decommissioning trust fund acquired in Pilgrim acquisition            -       $428,284             -
    Acquisition of Indian Point 3 and FitzPatrick                                                       
       Fair value of assets acquired                               $917,667              -             -
       Initial cash paid at closing                                 $50,000              -             -
       Liabilities assumed and notes issued to seller              $867,667              -             -
                                                                                                        
 See Notes to Financial Statements.                                                                     
  
</TABLE>
  

<PAGE>

<TABLE>
<CAPTION>

                  ENTERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS                        
                                ASSETS                                  
                                                   
                                                                         December 31,
                                                                      2000           1999
                                                                         (In Thousands)
<S>                                                                   <C>           <C>
                        CURRENT ASSETS                                                       
Cash and cash equivalents:                                                                   
  Cash                                                                $157,550       $108,198
  Temporary cash investments - at cost,                                                      
    which approximates market                                          640,038      1,105,521
  Special deposits                                                     584,836              -
                                                                   -----------    -----------
        Total cash and cash equivalents                              1,382,424      1,213,719
                                                                   -----------    -----------
Other temporary investments - at cost,                                                       
    which approximates market                                                -        321,351
Notes receivable                                                         3,608          2,161
Accounts receivable:                                                                         
  Customer                                                             497,821        290,331
  Allowance for doubtful accounts                                       (9,947)        (9,507)
  Other                                                                395,518        213,939
  Accrued unbilled revenues                                            415,409        298,616
                                                                   -----------    -----------
    Total receivables                                                1,298,801        793,379
                                                                   -----------    -----------
Deferred fuel costs                                                    568,331        240,661
Fuel inventory - at average cost                                        93,679         73,231
Materials and supplies - at average cost                               425,357        392,403
Rate deferrals                                                          16,581         30,394
Deferred nuclear refueling outage costs                                 46,544         58,119
Prepayments and other                                                  122,690         78,567
                                                                   -----------    -----------
TOTAL                                                                3,958,015      3,203,985
                                                                   -----------    -----------
                                                                                             
                OTHER PROPERTY AND INVESTMENTS                                               
Investment in subsidiary companies - at equity                             214            214
Decommissioning trust funds                                          1,315,857      1,246,023
Non-utility property - at cost (less accumulated depreciation)         334,270        317,165
Non-regulated investments                                              331,604        198,003
Other - at cost (less accumulated depreciation)                         22,298         16,714
                                                                   -----------    -----------
TOTAL                                                                2,004,243      1,778,119
                                                                   -----------    -----------
                                                                                             
                        UTILITY PLANT                                                        
Electric                                                            25,137,562     23,163,161
Plant acquisition adjustment                                           390,664        406,929
Property under capital lease                                           769,370        768,500
Natural gas                                                            190,989        186,041
Construction work in progress                                          936,785      1,500,617
Nuclear fuel under capital lease                                       277,673        286,476
Nuclear fuel                                                           157,603         87,693
                                                                   -----------    -----------
TOTAL UTILITY PLANT                                                 27,860,646     26,399,417
Less - accumulated depreciation and amortization                    11,364,021     10,898,661
                                                                   -----------    -----------
UTILITY PLANT - NET                                                 16,496,625     15,500,756
                                                                   -----------    -----------
                                                                                             
               DEFERRED DEBITS AND OTHER ASSETS                                              
Regulatory assets:                                                                           
  Rate deferrals                                                             -         16,581
  SFAS 109 regulatory asset - net                                      980,266      1,068,006
  Unamortized loss on reacquired debt                                  183,627        198,631
  Deferred fuel costs                                                   95,661              -
  Other regulatory assets                                              792,515        637,870
Long-term receivables                                                   29,575         32,260
Other                                                                1,024,700        533,732
                                                                   -----------    -----------
TOTAL                                                                3,106,344      2,487,080
                                                                   -----------    -----------
                                                                                             
TOTAL ASSETS                                                       $25,565,227    $22,969,940
                                                                   ===========    ===========
See Notes to Financial Statements.                                                           
  
</TABLE>
  

<PAGE>

<TABLE>
<CAPTION>
                      ENTERGY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS                        
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                                   
                                                                            December 31,
                                                                        2000           1999
                                                                           (In Thousands)
<S>                                                                     <C>            <C>
                      CURRENT LIABILITIES                                                      
Currently maturing long-term debt                                       $464,215       $194,555
Notes payable                                                            388,023        120,715
Accounts payable                                                       1,204,227        707,678
Customer deposits                                                        172,169        161,909
Taxes accrued                                                            451,811        445,677
Accumulated deferred income taxes                                        225,649         72,640
Nuclear refueling outage costs                                            10,209         11,216
Interest accrued                                                         172,033        129,028
Obligations under capital leases                                         156,907        178,247
Other                                                                    192,908        125,749
                                                                     -----------    -----------
TOTAL                                                                  3,438,151      2,147,414
                                                                     -----------    -----------
                                                                                               
             DEFERRED CREDITS AND OTHER LIABILITIES                                            
Accumulated deferred income taxes                                      3,249,083      3,310,340
Accumulated deferred investment tax credits                              494,315        519,910
Obligations under capital leases                                         201,873        205,464
FERC settlement - refund obligation                                       30,745         37,337
Other regulatory liabilities                                             218,172        199,139
Decommissioning                                                          749,708        703,453
Transition to competition                                                191,934        157,034
Regulatory reserves                                                      396,789        378,307
Accumulated provisions                                                   390,116        279,425
Other                                                                    853,137        527,027
                                                                     -----------    -----------
TOTAL                                                                  6,775,872      6,317,436
                                                                     -----------    -----------
                                                                                               
Long-term debt                                                         7,732,093      6,612,583
Preferred stock with sinking fund                                         65,758         69,650
Preference stock                                                               -        150,000
Company-obligated mandatorily redeemable                                                       
  preferred securities of subsidiary trust holding                                             
  solely junior subordinated deferrable debentures                       215,000        215,000
                                                                                               
                      SHAREHOLDERS' EQUITY                                                     
Preferred stock without sinking fund                                     334,688        338,455
Common stock, $.01 par value, authorized 500,000,000                                    
  shares; issued 248,094,614 shares in 2000 and                                                
  247,082,345 shares in 1999                                               2,481          2,471
Paid-in capital                                                        4,660,483      4,636,163
Retained earnings                                                      3,190,639      2,786,467
Accumulated other comprehensive income:                                                        
    Cumulative foreign currency translation adjustment                   (73,998)       (68,782)
    Net unrealized investment losses                                      (1,035)        (5,023)
Less - treasury stock, at cost (28,490,031 shares in 2000 and                                    
      8,045,434 shares in 1999)                                          774,905        231,894
                                                                     -----------    -----------
TOTAL                                                                  7,338,353      7,457,857
                                                                     -----------    -----------
                                                                                               
Commitments and Contingencies (Notes 2, 9, 10, and 11)                                    
                                                                                               
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $25,565,227    $22,969,940
                                                                     ===========    ===========                       
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,
                                                              2000                  1999                   1998          
                                                                               (In Thousands)
<S>                                                  <C>         <C>       <C>          <C>       <C>          <C>
                RETAINED EARNINGS                                                                                      
Retained Earnings - Beginning of period              $2,786,467            $2,526,888             $2,157,912           
                                                                                                                       
     Add  - Earnings applicable to common stock         679,294  $679,294     552,459   $552,459     739,069   $739,069
                                                                                                                       
     Deduct:                                                                                                           
        Dividends declared on common stock              275,929               294,352                369,498           
        Capital stock and other expenses                   (807)               (1,472)                   595           
                                                     ----------            ----------             ----------
              Total                                     275,122               292,880                370,093           
                                                     ----------            ----------             ----------
Retained Earnings - End of period                    $3,190,639            $2,786,467             $2,526,888           
                                                     ==========            ==========             ==========
                                                                                                                       
                                                                                                                       
                                                                                                                       
                                                                                                                       
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):                                                                
Balance at beginning of period                         ($73,805)             ($46,739)              ($69,817)           
Foreign currency translation adjustments                 (5,216)   (5,216)    (22,043)   (22,043)     23,078     23,078
Net unrealized investment gains (losses)                  3,988     3,988      (5,023)    (5,023)          -          -
                                                       --------              --------               --------
Balance at end of period                               ($75,033)             ($73,805)              ($46,739)           
                                                       ========  --------    ========   --------    ========   --------
Comprehensive Income                                             $678,066               $525,393               $762,147
                                                                 ========               ========               ========
                                                                                                                       
                                                                                                                       
                                                                                                                       
                                                                                                                       
                 PAID-IN CAPITAL                                                                                       
Paid-in Capital - Beginning of period                $4,636,163            $4,630,609             $4,613,572           
                                                                                                                       
     Add:                                                                                                              
       Common stock issuances related to stock plans     24,320                 5,554                 17,037  
                                                     ----------            ----------             ----------
                                                                                                                       
Paid-in Capital - End of period                      $4,660,483            $4,636,163             $4,630,609           
                                                     ==========            ==========             ========== 
                                                                                                                       
                                                                                                                       
See Notes to Financial Statements.                                                                                     
                                                                                                                       
                                                                         
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                     2000          1999      1998 (1)     1997 (2)    1996 (3)
                                    (In Thousands, Except Percentages and Per Share Amounts)
<S>                              <C>          <C>          <C>          <C>          <C>
Operating revenues               $10,016,148  $ 8,773,228  $11,494,772  $ 9,538,926  $ 7,163,526
Consolidated net income          $   710,915  $   595,026  $   785,629  $   300,899  $   490,563
Earnings per share                                                                   
     Basic                       $      3.00  $      2.25  $      3.00  $      1.03  $      1.83
     Diluted                     $      2.97  $      2.25  $      3.00  $      1.03  $      1.83
Dividends declared per share     $      1.22  $      1.20  $      1.50  $      1.80  $      1.80
Return on average common equity        9.62%        7.77%       10.71%        3.71%        6.41%
Book value per share, year-end   $     31.89  $     29.78  $     28.82  $     27.23  $     28.51
Total assets                     $25,565,227  $22,969,940  $22,836,694  $27,000,700  $22,956,025
Long-term obligations (4)        $ 8,214,724  $ 7,252,697  $ 7,349,349  $10,154,330  $ 8,335,150
</TABLE>


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

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

(3)  Includes 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.

<TABLE>
<CAPTION>
                           2000          1999         1998         1997         1996
                                             (Dollars In Thousands)
<S>                     <C>           <C>          <C>          <C>          <C>
Domestic Electric Operating Revenues:
   Residential          $2,524,529    $2,231,091   $2,299,317   $2,271,363   $2,277,647
   Commercial            1,699,699     1,502,267    1,513,050    1,581,878    1,573,251
   Industrial            2,177,236     1,878,363    1,829,085    2,018,625    1,987,640
   Governmental            185,286       163,403      172,368      171,773      169,287
                        ---------------------------------------------------------------
     Total retail        6,586,750     5,775,124    5,813,820    6,043,639    6,007,825
   Sales for resale        423,519       397,844      448,842      359,881      376,011
   Other (1)               209,417        98,446     (126,340)     135,311       67,104
                        ---------------------------------------------------------------
     Total              $7,219,686    $6,271,414   $6,136,322   $6,538,831   $6,450,940
                        ===============================================================
Billed Electric Energy                                                               
 Sales (GWH):                                                                 
   Residential              31,998        30,631       30,935       28,286       28,303
   Commercial               24,657        23,775       23,177       21,671       21,234
   Industrial               43,956        43,549       43,453       44,649       44,340
   Governmental              2,605         2,564        2,659        2,507        2,449
                        ---------------------------------------------------------------
     Total retail          103,216       100,519      100,224       97,113       96,326
   Sales for resale          9,794         9,714       11,187        9,707       10,583
                        ---------------------------------------------------------------
     Total                 113,010       110,233      111,411      106,820      106,909
                        ===============================================================

(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 (pages 86 through  91
and  pages  147 through 209) present fairly, in all material respects,  the
financial position of Entergy Arkansas, Inc. at December 31, 2000 and 1999,
and  the results of its operations and its cash flows for each of the three
years  in  the period ended December 31, 2000 in conformity with accounting
principles  generally  accepted in the United  States  of  America.   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
of  America,  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 our opinion.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
February 1, 2001


                                     

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

Net Income

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

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

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 2000 and 1999 are as follows:

                                       Increase/(Decrease)
            Description                  2000       1999
                                          (In Millions)
                                                         
Base revenues                            ($6.5)      $4.5
Rate riders                              (21.8)     (68.2)
Fuel cost recovery                        61.8       36.4
Sales volume/weather                      30.8        3.8
Other revenue (including unbilled)        47.6      (25.2)
Sales for resale                         108.8      (18.1)
                                        ------     ------
Total                                   $220.7     ($66.8)
                                        ======     ======

Rate riders

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

      In  2000,  rate rider revenues decreased as a result of the decreased
ANO  Decommissioning  and  Grand Gulf rate riders,  both  of  which  became
effective  in  January 2000.  The ANO Decommissioning rider allows  Entergy
Arkansas to recover the decommissioning costs associated with ANO 1 and  2.
The   Grand  Gulf  rate  rider  allows  Entergy  Arkansas  to  recover  its
recoverable share of operating costs for Grand Gulf 1.

      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.

Fuel cost recovery

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


<PAGE>

                          ENTERGY ARKANSAS, INC.
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
                                     
                                     
      Fuel  cost recovery revenues increased in 2000 primarily  due  to  an
increase  in  the  energy  cost rate in April  2000,  which  is  determined
annually  by  a  formula in the energy cost recovery rider (Rider  ECR)  in
April  2000.  The increase in the energy cost rate allows Entergy  Arkansas
to  recover  previously  deferred fuel expenses.  Rider  ECR  is  discussed
further in Note 2 to the financial statements.

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

Sales volume/weather

      Sales  volume increased in 2000 primarily due to increased  usage  by
industrial, commercial, and residential customers, as well as the effect of
more favorable weather on the residential and commercial sectors.

Other revenue (including unbilled)

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

      In 1999, other revenue decreased primarily as a result of a change in
estimated unbilled revenues in the second quarter 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.   Comparative  impacts  are  also  affected  by
seasonal impacts on demand.

Sales for resale

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

     In  1999,  sales  for  resale decreased due to  the  loss  of  certain
municipal and co-op customer contracts.

Expenses

Fuel and purchased power expenses

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

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

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


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


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

     o higher-priced gas generation as a result of refueling outages at ANO 1
       and ANO 2, a mid-cycle maintenance outage at ANO 2, 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.

Other operation and maintenance

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

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

      Other operation and maintenance expenses increased for 1999 primarily
due to:

     o an increase in customer service costs of $12.9 million related to tree
       trimming around power lines;
     o an increase in plant maintenance costs of $7.9 million;
     o an increase in employee pension and benefits costs of $5.0 million;
       and
     o an increase in administrative and general salaries expense of $4.5
       million.

Decommissioning

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

Other regulatory charges (credits)

     In 2000, other regulatory credits increased primarily due to:

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

Accruals  previously  made  in  2000 for  estimated  excess  earnings  were
reversed in order to offset expenses related to the December ice storms.


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


      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.

      The  transition  cost account and the December 2000  ice  storms  are
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.

Other

Interest charges

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

      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.

Income taxes

      The  effective income tax rates for 2000, 1999, and 1998 were  42.3%,
43.8%, and 39.1%, respectively.

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


<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY ARKANSAS, INC.
                            INCOME STATEMENTS
                                                 
                                                       For the Years Ended December 31,
                                                         2000        1999        1998
                                                                (In Thousands)
<S>                                                   <C>         <C>         <C>
                OPERATING REVENUES                                                      
Domestic electric                                     $1,762,635  $1,541,894  $1,608,698
                                                      ----------  ----------  ----------
                OPERATING EXPENSES                                                 
Operating and Maintenance:                                                              
   Fuel, fuel-related expenses, and                                                     
     gas purchased for resale                            258,294     257,946     204,318
   Purchased power                                       560,793     455,425     419,947
   Nuclear refueling outage expenses                      25,884      29,857      32,046
   Other operation and maintenance                       427,409     389,462     358,006
Decommissioning                                            3,845      10,670      15,583
Taxes other than income taxes                             39,662      36,669      37,223
Depreciation and amortization                            169,806     161,234     165,853
Other regulatory charges (credits) - net                 (33,078)      5,230      45,658
Amortization of rate deferrals                                 -           -      75,249
                                                      ----------  ----------  ----------
TOTAL                                                  1,452,615   1,346,493   1,353,883
                                                      ----------  ----------  ----------
                                                                                        
OPERATING INCOME                                         310,020     195,401     254,815
                                                      ----------  ----------  ----------
                                                                                        
                   OTHER INCOME                                                    
Allowance for equity funds used during construction       15,020      12,866       5,921
Gain (loss) on sale of assets                                 (8)          -       1,777
Miscellaneous - net                                        4,339       3,622      12,292
                                                      ----------  ----------  ----------
TOTAL                                                     19,351      16,488      19,990
                                                      ----------  ----------  ----------
                                                                                        
            INTEREST AND OTHER CHARGES                                             
Interest on long-term debt                                88,140      80,800      86,772
Other interest - net                                       8,360      11,123       4,813
Distributions on preferred securities of subsidiary        5,100       5,100       5,100
Allowance for borrowed funds used during construction     (9,788)     (8,459)     (4,205)
                                                      ----------  ----------  ----------
TOTAL                                                     91,812      88,564      92,480
                                                      ----------  ----------  ----------
                                                                                        
INCOME BEFORE INCOME TAXES                               237,559     123,325     182,325
                                                                                        
Income taxes                                             100,512      54,012      71,374
                                                      ----------  ----------  ----------
                                                                                        
NET INCOME                                               137,047      69,313     110,951
                                                                                        
Preferred dividend requirements and other                  7,776      10,854      10,201
                                                      ----------  ----------  ----------
                                                                                        
EARNINGS APPLICABLE TO                                                                  
COMMON STOCK                                            $129,271     $58,459    $100,750
                                                      ==========  ==========  ==========             
See Notes to Financial Statements.                                                      
</TABLE>
                                                    

<PAGE>

<TABLE>
<CAPTION>
                             ENTERGY ARKANSAS, INC. 
                            STATEMENTS OF CASH FLOWS 
                                                                
                                                                For the Years Ended December 31,
                                                                 2000          1999        1998
                                                                          (In Thousands)
<S>                                                              <C>           <C>        <C>
                   OPERATING ACTIVITIES                                                           
Net income                                                       $137,047      $69,313    $110,951
Noncash items included in net income:                                                             
  Amortization of rate deferrals                                        -            -      75,249
  Other regulatory charges (credits) - net                        (33,078)       5,230      45,658
  Depreciation, amortization, and decommissioning                 173,651      171,904     181,436
  Deferred income taxes and investment tax credits                 39,776       22,421     (12,293)
  Allowance for equity funds used during construction             (15,020)     (12,866)     (5,921)
  (Gain) loss on sale of assets                                         8            -      (1,777)
Changes in working capital:                                                                       
  Receivables                                                     (47,647)      40,375      61,143
  Fuel inventory                                                   (6,512)      (4,633)      8,317
  Accounts payable                                                141,172       56,985      (7,911)
  Taxes accrued                                                     1,731      (30,054)     (8,742)
  Interest accrued                                                  5,246       (2,908)     (3,541)
  Deferred fuel costs                                              35,993       38,814     (17,575)
  Other working capital accounts                                   17,162        2,444      (6,845)
Provision for estimated losses and reserves                          (895)      (8,116)      2,032
Changes in other regulatory assets                                (85,452)      45,898     (13,029)
Other                                                              58,378      (42,249)     41,499
                                                                ---------    ---------   ---------
Net cash flow provided by operating activities                    421,560      352,558     448,651
                                                                ---------    ---------   ---------
                                                                                                  
                   INVESTING ACTIVITIES                                                           
Construction expenditures                                        (369,370)    (238,009)   (190,459)
Allowance for equity funds used during construction                15,020       12,866       5,921
Nuclear fuel purchases                                            (44,722)     (32,517)    (45,845)
Proceeds from sale/leaseback of nuclear fuel                       44,722       32,517      42,055
Decommissioning trust contributions and realized                                                  
    change in trust assets                                        (15,761)     (17,746)    (25,929)
Other regulatory investments                                      (97,343)     (39,243)    (39,860)
                                                                ---------    ---------   ---------
Net cash flow used in investing activities                       (467,454)    (282,132)   (254,117)
                                                                ---------    ---------   ---------
                                                                                                  
                   FINANCING ACTIVITIES                                                           
Proceeds from issuance of:                                                                        
  Long-term debt                                                   99,381            -           -
Retirement of:                                                                                    
  Long-term debt                                                     (220)     (39,607)   (151,424)
Redemption of preferred stock                                           -      (22,666)     (9,000)
Dividends paid:                                                                                   
  Common stock                                                    (44,600)     (82,700)    (92,600)
  Preferred stock                                                  (7,691)     (11,696)    (10,407)
                                                                ---------    ---------   ---------
Net cash flow provided by (used in) financing activities           46,870     (156,669)   (263,431)
                                                                ---------    ---------   ---------
                                                                                                  
Net increase (decrease) in cash and cash equivalents                  976      (86,243)    (68,897)
                                                                                                  
Cash and cash equivalents at beginning of period                    6,862       93,105     162,002
                                                                ---------    ---------   ---------
                                                                                                  
Cash and cash equivalents at end of period                         $7,838       $6,862     $93,105
                                                                =========    =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                  
  Interest - net of amount capitalized                            $91,291      $94,872     $95,050
  Income taxes                                                    $60,291      $61,273     $91,407
 Noncash investing and financing activities:                                                      
  Change in unrealized appreciation/(depreciation) of                                             
   decommissioning trust assets                                   ($3,920)     $22,980     $26,782
                                                                                                  
See Notes to Financial Statements.                                                                

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                           ENTERGY ARKANSAS, INC.
                               BALANCE SHEETS
                                   ASSETS
                                                    
                                                                   December 31,
                                                               2000           1999
                                                                  (In Thousands)
<S>                                                          <C>           <C>
                     CURRENT ASSETS                                                  
Cash and cash equivalents                                        $7,838        $6,862
Accounts receivable:                                                                 
  Customer                                                       98,550        73,357
  Allowance for doubtful accounts                                (1,667)       (1,768)
  Associated companies                                           22,286        26,816
  Other                                                          26,221        11,625
  Accrued unbilled revenues                                      65,887        53,600
                                                             ----------    ----------
    Total receivables                                           211,277       163,630
                                                             ----------    ----------
Deferred fuel costs                                             102,970        41,620
Fuel inventory - at average cost                                  9,809         3,297
Materials and supplies - at average cost                         80,682        85,612
Deferred nuclear refueling outage costs                          23,541        28,119
Prepayments and other                                             5,540         6,480
                                                             ----------    ----------
TOTAL                                                           441,657       335,620
                                                             ----------    ----------
                                                                                     
             OTHER PROPERTY AND INVESTMENTS                                          
Investment in subsidiary companies - at equity                   11,217        11,215
Decommissioning trust funds                                     355,852       344,011
Non-utility property - at cost (less accumulated depreciation)    1,469         1,463
Other - at cost (less accumulated depreciation)                   3,032         3,033
                                                             ----------    ----------
TOTAL                                                           371,570       359,722
                                                             ----------    ----------
                                                                                     
                     UTILITY PLANT                                                   
Electric                                                      5,274,066     4,854,433
Property under capital lease                                     40,289        44,471
Construction work in progress                                    87,389       267,091
Nuclear fuel under capital lease                                107,023        85,725
Nuclear fuel                                                      6,720         9,449
                                                             ----------    ----------
TOTAL UTILITY PLANT                                           5,515,487     5,261,169
Less - accumulated depreciation and amortization              2,449,821     2,401,021
                                                             ----------    ----------
UTILITY PLANT - NET                                           3,065,666     2,860,148
                                                             ----------    ----------
                                                                                     
            DEFERRED DEBITS AND OTHER ASSETS                                         
Regulatory assets:                                                                   
  SFAS 109 regulatory asset - net                               162,952       192,344
  Unamortized loss on reacquired debt                            44,428        48,193
  Other regulatory assets                                       221,805       106,959
Other                                                             4,775        14,125
                                                             ----------    ----------
TOTAL                                                           433,960       361,621
                                                             ----------    ----------
                                                                                     
TOTAL ASSETS                                                 $4,312,853    $3,917,111
                                                             ==========    ==========
See Notes to Financial Statements.                                                   
   
</TABLE>
   

<PAGE>

<TABLE>
<CAPTION>

                         ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                                                    
                                                                       December 31,
                                                                   2000           1999
                                                                      (In Thousands)
<S>                                                             <C>           <C>
                    CURRENT LIABILITIES                                                 
Currently maturing long-term debt                                     $100          $220
Notes payable                                                          667           667
Accounts payable:                                                                       
  Associated companies                                              94,776        81,958
  Other                                                            231,313       102,959
Customer deposits                                                   29,775        26,320
Taxes accrued                                                       40,263        38,532
Accumulated deferred income taxes                                   55,127        38,649
Interest accrued                                                    27,624        22,378
Obligations under capital leases                                    45,962        55,150
Other                                                               14,942        11,598
                                                                ----------    ----------
TOTAL                                                              540,549       378,431
                                                                ----------    ----------
                                                                                        
          DEFERRED CREDITS AND OTHER LIABILITIES                                        
Accumulated deferred income taxes                                  715,891       713,622
Accumulated deferred investment tax credits                         88,264        94,852
Obligations under capital leases                                   101,350        75,045
Other regulatory liabilities                                        84,642        88,563
Transition to competition                                          119,553       109,933
Accumulated provisions                                              42,393        43,288
Other                                                               64,267        51,015
                                                                ----------    ----------
TOTAL                                                            1,216,360     1,176,318
                                                                ----------    ----------
                                                                                        
Long-term debt                                                   1,239,712     1,130,801
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 2000                                  
  and 1999                                                             470           470
Paid-in capital                                                    591,127       591,127
Retained earnings                                                  548,285       463,614
                                                                ----------    ----------
TOTAL                                                            1,256,232     1,171,561
                                                                ----------    ----------
                                                                                        
Commitments and Contingencies (Notes 2, 9, and 10)                                      
                                                                                        
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $4,312,853    $3,917,111
                                                                ==========    ==========
See Notes to Financial Statements.                                                      
</TABLE>


<PAGE>
                         ENTERGY ARKANSAS, INC.
                     STATEMENTS OF RETAINED EARNINGS
                                                        
                                              For the Years Ended December 31,
                                               2000        1999        1998
                                                      (In Thousands)
                                                                             
Retained Earnings, January 1                  $463,614   $487,855    $479,705
                                                                             
  Add:                                                                       
    Net income                                 137,047     69,313     110,951
                                                                             
  Deduct:                                                                    
    Dividends declared:                                                      
      Preferred stock                            7,776      9,223      10,201
      Common stock                              44,600     82,700      92,600
    Capital stock expenses and other                 -      1,631           -
                                              --------   --------    --------
        Total                                   52,376     93,554     102,801
                                              --------   --------    --------
                                                                             
Retained Earnings, December 31 (Note 8)       $548,285   $463,614    $487,855
                                              ========   ========    ========
                                                                             
See Notes to Financial Statements.                                           
                                                                             

<PAGE>

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


                              2000        1999        1998        1997        1996
                                                  (In Thousands)
<S>                        <C>         <C>         <C>         <C>         <C>
Operating revenues         $1,762,635  $1,541,894  $1,608,698  $1,715,714  $1,743,433
Net income                 $  137,047  $   69,313  $  110,951  $  127,977  $  157,798
Total assets               $4,312,853  $3,917,111  $4,006,651  $4,106,877  $4,153,817
Long-term obligations (1)  $1,401,062  $1,265,846  $1,335,248  $1,419,728  $1,439,355
</TABLE>


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

<TABLE>
<CAPTION>

                                 2000        1999        1998        1997        1996
                                                 (Dollars In Thousands)
<S>                           <C>         <C>          <C>         <C>         <C>
Electric Operating Revenues:                                                           
   Residential                  $561,363    $533,245     $562,325    $551,821    $546,100
   Commercial                    307,320     288,677      288,816     332,715     323,328
   Industrial                    353,046     335,824      330,016     372,083     364,943
   Governmental                   14,935      14,606       14,640      18,200      16,989
                              -----------------------------------------------------------
     Total retail              1,236,664   1,172,352    1,195,797   1,274,819   1,251,360
   Sales for resale:                                                             
     Associated companies        245,541     178,150      149,603     213,845     248,211
     Non-associated companies    234,873     193,449      240,090     215,249     207,887
   Other                          45,557      (2,057)      23,208      11,801      35,975
                              -----------------------------------------------------------
     Total                    $1,762,635  $1,541,894   $1,608,698  $1,715,714  $1,743,433
                              ===========================================================
Billed Electric Energy                                                                 
 Sales (GWH):                                                                    
   Residential                     6,791       6,493        6,613       5,988       6,023
   Commercial                      5,063       4,880        4,773       4,445       4,390
   Industrial                      7,240       7,054        6,837       6,647       6,487
   Governmental                      239         237          233         239         234
                              -----------------------------------------------------------
     Total retail                 19,333      18,664       18,456      17,319      17,134
   Sales for resale:                                                             
     Associated companies          6,513       7,592        6,500       9,557      10,471
     Non-associated companies      5,537       4,868        5,948       6,828       6,720
                              -----------------------------------------------------------
     Total                        31,383      31,124       30,904      33,704      34,325
                              ===========================================================


</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 (pages 99  through  103
and  pages  147 through 209) present fairly, in all material respects,  the
financial  position of Entergy Gulf States, Inc. at December 31,  2000  and
1999, and the results of its operations and its cash flows for each of  the
three  years  in  the  period ended December 31, 2000  in  conformity  with
accounting  principles generally accepted in the United States of  America.
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 of America, 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 our opinion.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
February 1, 2001



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


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

      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.

Revenues and Sales


Electric operating revenues

     The changes in electric operating revenues for the twelve months ended
December 31, 2000 and 1999 are as follows:

                                       Increase/(Decrease)
            Description                 2000       1999
                                          (In Millions)
                                                         
Base revenues                            ($83.2)   $146.4
Fuel cost recovery                        342.5     104.9
Sales volume/weather                       40.7       1.0
Other revenue (including unbilled)         29.8      31.3
Sales for resale                           58.7      21.2
                                         ------    ------
Total                                    $388.5    $304.8
                                         ======    ======

Base revenues

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

     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 in 1999 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  earnings reviews.


<PAGE>
                         ENTERGY GULF STATES, INC.
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
                                     
                                     
The LPSC and PUCT rate issues are discussed in Note 2 to the financial
statements.

Fuel cost recovery

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

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

      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/weather

      In  2000,  sales  volume  increased due  to  more  favorable  weather
affecting  residential and commercial customers, as well as an increase  in
the number of residential and commercial customers.

Other revenue

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

      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.

Sales for resale

      In  2000, sales for resale increased primarily due to increased sales
volume including sales of energy from the non-regulated piece of River Bend
to  affiliated companies.  Sales for resale also increased due to increased
generation,  particularly  nuclear generation,  resulting  in  more  energy
available for resale.  Nuclear generation was down in 1999 as a result of a
nuclear refueling outage.

      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.

Gas and steam operating revenues

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


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


      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.

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

Expenses

Fuel and purchased power

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

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

     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.

Other operation and maintenance expenses

     In  2000, other operation and maintenance expenses increased primarily
due  to  increased  expenses of $12.6 million on outside services  employed
related  to  legal and contract services for transition work and  increased
nuclear  plant  operations  costs of $5.8 million.   These  increases  were
largely  offset by decreases in pension and benefits costs of $7.3  million
and decreased environmental reserves of $5.7 million.
     
      In 1999, other operation and maintenance expenses increased primarily
due  to  increased  spending  of $8.4 million  for  vegetation  management,
increased  miscellaneous  customer expenses of $2.5  million,  and  due  to
increased  property  and  environmental reserves of  $4.9  million.   These
increases  were offset primarily by decreases of $8.8 million  for  pension
and benefits expenses.

Depreciation and amortization

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

<PAGE>
                         ENTERGY GULF STATES, INC.
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
     
     
     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 2000, other regulatory credits decreased due to:

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

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

     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.
     
Other

Other income

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


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


Interest charges

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

      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.

Income taxes

      The  effective income tax rates for 2000, 1999, and 1998  are  36.5%,
37.6%, and 40.6%, 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  previously  normalized,  reflecting a shorter  tax  life  on  certain
assets.


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY GULF STATES, INC.
                           INCOME STATEMENTS
                                                 
                                                            For the Years Ended December 31,
                                                              2000        1999        1998
                                                                     (In Thousands)
<S>                                                        <C>         <C>         <C>
                   OPERATING REVENUES                                                        
Domestic electric                                          $2,470,884  $2,082,358  $1,777,584
Natural gas                                                    40,356      28,998      33,058
Steam products                                                      -      15,852      43,167
                                                           ----------  ----------  ----------
TOTAL                                                       2,511,240   2,127,208   1,853,809
                                                           ----------  ----------  ----------
                                                                                             
                   OPERATING EXPENSES                                                   
Operating and Maintenance:                                                                   
   Fuel, fuel-related expenses, and                                                          
     gas purchased for resale                                 895,361     634,726     538,388
   Purchased power                                            455,300     365,245     317,684
   Nuclear refueling outage expenses                           16,663      16,307      14,293
   Other operation and maintenance                            423,031     419,713     411,372
Decommissioning                                                 6,273       7,588       3,437
Taxes other than income taxes                                 120,428     111,872     120,782
Depreciation and amortization                                 189,149     185,254     195,935
Other regulatory credits - net                                (13,860)    (24,092)     (5,485)
Amortization of rate deferrals                                  5,606      89,597      21,749
                                                           ----------  ----------  ----------
TOTAL                                                       2,097,951   1,806,210   1,618,155
                                                           ----------  ----------  ----------
                                                                                             
OPERATING INCOME                                              413,289     320,998     235,654
                                                           ----------  ----------  ----------
                                                                                             
                      OTHER INCOME                                                      
Allowance for equity funds used during construction             7,617       6,306       2,143
Gain on sale of assets                                          2,327       2,046       1,816
Miscellaneous - net                                            12,736      18,073      14,903
                                                           ----------  ----------  ----------
TOTAL                                                          22,680      26,425      18,862
                                                           ----------  ----------  ----------
                                                                                             
               INTEREST AND OTHER CHARGES                                               
Interest on long-term debt                                    143,053     138,602     149,767
Other interest - net                                            8,458       6,994      21,016
Distributions on preferred securities of subsidiary             7,438       7,438       7,437
Allowance for borrowed funds used during construction          (6,926)     (5,776)     (1,870)
                                                           ----------  ----------  ----------
TOTAL                                                         152,023     147,258     176,350
                                                           ----------  ----------  ----------
                                                                                             
INCOME BEFORE INCOME TAXES                                    283,946     200,165      78,166
                                                                                             
Income taxes                                                  103,603      75,165      31,773
                                                           ----------  ----------  ----------
                                                                                             
NET INCOME                                                    180,343     125,000      46,393
                                                                                             
Preferred dividend requirements and other                       9,998      17,423      19,011
                                                           ----------  ----------  ----------
                                                                                             
EARNINGS APPLICABLE TO                                                                       
COMMON STOCK                                                 $170,345    $107,577     $27,382
                                                           ==========  ==========  ==========
See Notes to Financial Statements.                                                           


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY GULF STATES, INC.
                          STATEMENTS OF CASH FLOWS
                                                               
                                                                 For the Years Ended December 31,
                                                                  2000         1999        1998
                                                                          (In Thousands)
<S>                                                              <C>          <C>          <C>
                   OPERATING ACTIVITIES                                                           
Net income                                                       $180,343     $125,000     $46,393
Noncash items included in net income:                                                             
  Amortization of rate deferrals                                    5,606       89,597      21,749
  Reserve for regulatory adjustments                              (49,571)     (97,953)    130,603
  Other regulatory credits - net                                  (13,860)     (24,092)     (5,485)
  Depreciation, amortization, and decommissioning                 195,422      192,842     199,372
  Deferred income taxes and investment tax credits                 54,279       (1,495)    (29,174)
  Allowance for equity funds used during construction              (7,617)      (6,306)     (2,143)
  Gain on sale of assets                                           (2,327)      (2,046)     (1,816)
Changes in working capital:                                                                       
  Receivables                                                    (131,643)       9,791      65,527
  Fuel inventory                                                    1,013       (8,070)      7,426
  Accounts payable                                                130,435       42,370      (6,135)
  Taxes accrued                                                    30,570       46,018       7,462
  Interest accrued                                                 14,969      (14,061)     (2,523)
  Deferred fuel costs                                             (26,291)      40,851      55,985
  Other working capital accounts                                   20,896      (10,954)     11,006
Provision for estimated losses and reserves                        (1,991)       8,496      (4,207)
Changes in other regulatory assets                                (47,777)     (59,242)     (3,226)
Other                                                              51,424       56,817         458
                                                                 --------     --------    --------
Net cash flow provided by operating activities                    403,880      387,563     491,272
                                                                 --------     --------    --------
                                                                                                  
                   INVESTING ACTIVITIES                                                           
Construction expenditures                                        (277,635)    (199,076)   (136,960)
Allowance for equity funds used during construction                 7,617        6,306       2,143
Nuclear fuel purchases                                            (34,735)     (53,293)     (1,977)
Proceeds from sale/leaseback of nuclear fuel                       34,154       53,293      15,932
Decommissioning trust contributions and realized                                                  
    change in trust assets                                        (12,051)     (10,853)    (11,899)
Other regulatory investments                                     (127,377)     (42,412)    (43,124)
                                                                 --------     --------    --------
Net cash flow used in investing activities                       (410,027)    (246,035)   (175,885)
                                                                 --------     --------    --------
                                                                                                  
                   FINANCING ACTIVITIES                                                           
Proceeds from issuance of:                                                                        
  Long-term debt                                                  298,819      122,906      21,600
Retirement of:                                                                                    
  Long-term debt                                                     (185)    (197,960)   (212,090)
  Redemption of preferred stock                                  (157,658)     (25,931)     (8,481)
Dividends paid:                                                                                   
  Common stock                                                    (88,000)    (107,000)   (109,400)
  Preferred stock                                                 (10,862)     (16,967)    (19,055)
                                                                 --------     --------    --------
Net cash flow provided by (used in) financing activities           42,114     (224,952)   (327,426)
                                                                 --------     --------    --------
                                                                                                  
Net increase (decrease) in cash and cash equivalents               35,967      (83,424)    (12,039)
                                                                                                  
Cash and cash equivalents at beginning of period                   32,312      115,736     127,775
                                                                 --------     --------    --------
                                                                                                  
Cash and cash equivalents at end of period                        $68,279      $32,312    $115,736
                                                                 ========     ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                  
  Interest - net of amount capitalized                           $136,154     $161,326    $173,599
  Income taxes                                                    $23,259      $28,410     $46,620
 Noncash investing and financing activities:                                                      
  Change in unrealized appreciation/(depreciation) of                                             
   decommissioning trust assets                                   ($3,172)     $14,054     $10,410
                                                                                                  
See Notes to Financial Statements.                                                                
</TABLE>
  

<PAGE>

<TABLE>
<CAPTION>
                          ENTERGY GULF STATES, INC.
                               BALANCE SHEETS
                                   ASSETS
                                                    
                                                                    December 31,
                                                                 2000           1999
                                                                   (In Thousands)
<S>                                                          <C>           <C>
                     CURRENT ASSETS                                                  
Cash and cash equivalents:                                                           
  Cash                                                          $10,726        $8,607
  Temporary cash investments - at cost,                                              
    which approximates market                                    57,553        23,705
                                                             ----------    ----------
        Total cash and cash equivalents                          68,279        32,312
                                                             ----------    ----------
Accounts receivable:                                                                 
  Customer                                                      125,412        73,215
  Allowance for doubtful accounts                                (2,131)       (1,828)
  Associated companies                                           27,660         1,706
  Other                                                          22,837        15,030
  Accrued unbilled revenues                                     136,384        90,396
                                                             ----------    ----------
    Total receivables                                           310,162       178,519
                                                             ----------    ----------
Deferred fuel costs                                             288,126       134,458
Fuel inventory - at average cost                                 37,258        38,271
Materials and supplies - at average cost                        100,018       112,585
Rate deferrals                                                    5,606         5,606
Prepayments and other                                            22,332        21,750
                                                             ----------    ----------
TOTAL                                                           831,781       523,501
                                                             ----------    ----------
                                                                                     
             OTHER PROPERTY AND INVESTMENTS                                          
Decommissioning trust funds                                     243,555       234,677
Non-utility property - at cost (less accumulated depreciation)  194,422       187,759
Other - at cost (less accumulated depreciation)                  14,826        13,681
                                                             ----------    ----------
TOTAL                                                           452,803       436,117
                                                             ----------    ----------
                                                                                     
                     UTILITY PLANT                                                   
Electric                                                      7,574,905     7,365,407
Property under capital lease                                     38,564        46,210
Natural gas                                                      56,163        52,473
Construction work in progress                                   144,814       145,492
Nuclear fuel under capital lease                                 57,472        70,801
                                                             ----------    ----------
TOTAL UTILITY PLANT                                           7,871,918     7,680,383
Less - accumulated depreciation and amortization              3,664,415     3,534,473
                                                             ----------    ----------
UTILITY PLANT - NET                                           4,207,503     4,145,910
                                                             ----------    ----------
                                                                                     
            DEFERRED DEBITS AND OTHER ASSETS                                         
Regulatory assets:                                                                   
  Rate deferrals                                                      -         5,606
  SFAS 109 regulatory asset - net                               403,934       385,405
  Unamortized loss on reacquired debt                            37,903        40,576
  Other regulatory assets                                       169,405       140,157
Long-term receivables                                            29,586        32,260
Other                                                            17,349        23,490
                                                             ----------    ----------
TOTAL                                                           658,177       627,494
                                                             ----------    ----------
                                                                                     
TOTAL ASSETS                                                 $6,150,264    $5,733,022
                                                             ==========    ==========
See Notes to Financial Statements.                                                   


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY GULF STATES, INC.
                               BALANCE SHEETS
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                                    
                                                                     December 31,
                                                                 2000          1999
                                                                     (In Thousands)
<S>                                                            <C>          <C>
                   CURRENT LIABILITIES                                                
Currently maturing long-term debt                                $122,750          $ -
Accounts payable:                                                                     
  Associated companies                                             66,312       79,962
  Other                                                           258,529      114,444
Customer deposits                                                  37,489       33,360
Taxes accrued                                                     132,368      101,798
Accumulated deferred income taxes                                  94,032       27,960
Nuclear refueling outage costs                                     10,209       11,216
Interest accrued                                                   43,539       28,570
Obligations under capital leases                                   42,524       51,973
Other                                                              19,418       14,557
                                                               ----------   ----------
TOTAL                                                             827,170      463,840
                                                               ----------   ----------
                                                                                      
          DEFERRED CREDITS AND OTHER LIABILITIES                                      
Accumulated deferred income taxes                               1,115,119    1,098,882
Accumulated deferred investment tax credits                       171,000      178,500
Obligations under capital leases                                   53,512       65,038
Other regulatory liabilities                                       16,916       20,089
Decommissioning                                                   142,604      139,194
Transition to competition                                          72,381       47,101
Regulatory reserves                                                60,965      110,536
Accumulated provisions                                             67,404       69,395
Other                                                              98,501      117,804
                                                               ----------   ----------
TOTAL                                                           1,798,402    1,846,539
                                                               ----------   ----------
                                                                                      
Long-term debt                                                  1,808,879    1,631,581
Preferred stock with sinking fund                                  30,758       34,650
Preference stock                                                        -      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                               47,677       51,444
Common stock, no par value, authorized 200,000,000                                    
  shares; issued and outstanding 100 shares in 2000 and 1999      114,055      114,055
Paid-in capital                                                 1,153,195    1,153,131
Retained earnings                                                 285,128      202,782
                                                               ----------   ----------
TOTAL                                                           1,600,055    1,521,412
                                                               ----------   ----------
                                                                                      
Commitments and Contingencies (Notes 2, 9, and 10)                                    
                                                                                      
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $6,150,264   $5,733,022
                                                               ==========   ==========
See Notes to Financial Statements.                                                    
</TABLE>
      

<PAGE>
                        
                        ENTERGY GULF STATES, INC.
                     STATEMENTS OF RETAINED EARNINGS
                                                            
                                         For the Years Ended December 31,
                                            2000      1999        1998
                                                  (In Thousands)
                                                                       
Retained Earnings, January 1              $202,782  $202,205   $284,165
                                                                       
  Add:                                                                 
    Net income                                                         
                                           180,343   125,000     46,393
                                                                       
  Deduct:                                                              
    Dividends declared:                                                
     Preferred and preference stock          9,933    16,784     19,011
     Common stock                           88,000   107,000    109,400
    Preferred and preference stock                                     
      redemption and other                      64       639        (58)
                                          --------  --------   --------
        Total                               97,997   124,423    128,353
                                          --------  --------   --------
Retained Earnings, December 31 (Note 8)   $285,128  $202,782   $202,205
                                          ========  ========   ========
See Notes to Financial Statements.                                     
                                                                       
                                                                

<PAGE>

<TABLE>
<CAPTION>

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

                               2000       1999        1998        1997        1996
                                                 (In Thousands)
<S>                        <C>         <C>         <C>         <C>         <C>
Operating revenues         $2,511,240  $2,127,208  $1,853,809  $2,147,829  $2,019,181
Net income (loss)          $  180,343  $  125,000  $   46,393  $   59,976  $   (3,887)
Total assets               $6,150,264  $5,733,022  $6,293,744  $6,488,637  $6,421,179
Long-term obligations (1)  $1,978,149  $1,966,269  $1,993,811  $2,098,752  $2,226,329
</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>
                                   2000        1999        1998        1997        1996
                                                   (Dollars In Thousands)
<S>                               <C>         <C>          <C>         <C>         <C>
Electric Operating Revenues:                                                              
   Residential                    $717,453    $607,875     $605,759    $624,862    $612,398
   Commercial                      505,346     430,291      422,944     452,724     444,133
   Industrial                      870,594     718,779      704,393     740,418     685,178
   Governmental                     32,939      28,475       35,930      33,774      31,023
                                -----------------------------------------------------------
     Total retail                2,126,332   1,785,420    1,769,026   1,851,778   1,772,732
   Sales for resale:                                                             
     Associated companies           93,675      38,416       14,172      14,260      20,783
     Non-associated companies      112,522     109,132      112,182      59,015      76,173
   Other (1)                       138,355     149,390     (117,796)    136,458      56,300
                                -----------------------------------------------------------
     Total                      $2,470,884  $2,082,358   $1,777,584  $2,061,511  $1,925,988
                                ===========================================================
Billed Electric Energy                                                                    
 Sales (GWH):                                                                    
   Residential                       9,405       8,929        8,903       8,178       8,035
   Commercial                        7,660       7,310        6,975       6,575       6,417
   Industrial                       17,960      17,684       18,158      18,038      16,661
   Governmental                        450         425          560         481         438
                                -----------------------------------------------------------
     Total retail                   35,475      34,348       34,596      33,272      31,551
   Sales for resale:                                                             
     Associated companies            1,381         677          380         414         656
     Non-associated companies        3,248       3,408        3,701       1,503       2,148
                                -----------------------------------------------------------
     Total Electric Department      40,104      38,433       38,677      35,189      34,355
                                ===========================================================
</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 (pages 109 through  113
and  pages  147 through 209) present fairly, in all material respects,  the
financial  position  of Entergy Louisiana, Inc. at December  31,  2000  and
1999, and the results of its operations and its cash flows for each of  the
three  years  in  the  period ended December 31, 2000  in  conformity  with
accounting  principles generally accepted in the United States of  America.
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 of America, 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 our opinion.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
February 1, 2001

                                     

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


Net Income

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

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

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 2000 and 1999 are as follows:

                                      Increase/(Decrease)
            Description                 2000      1999
                                         (In Millions)
                                                      
Base revenues                           ($4.7)  ($48.7)
Fuel cost recovery                      270.8     63.6
Sales volume/weather                     23.9     (5.3)
Other revenue (including unbilled)      (13.5)    74.5
Sales for resale                        (20.7)    11.6
                                       ------    -----
Total                                  $255.8    $95.7
                                       ======    =====  

Base revenues

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

     In  1999,  base  revenues  decreased primarily  due  to  accruals  for
potential rate refunds.
     
Fuel cost recovery revenues
     
     Entergy  Louisiana  is allowed to recover certain fuel  and  purchased
power  costs  through fuel mechanisms included in electric rates  that  are
recorded  as fuel cost recovery revenues.  The difference between  revenues
collected  and  current  fuel  and purchased power  costs  is  recorded  as
deferred  fuel costs on Entergy Louisiana's financial statements such  that
these costs generally have no net effect on earnings.
     
     In  2000, fuel cost recovery revenues increased as a result of  higher
fuel  and  purchased power expenses primarily due to the  increased  market
price of natural gas.
     
     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.
                         

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

Sales volume/weather
     
     In  2000,  sales  volume  increased primarily due  to  more  favorable
weather  in the residential and commercial sectors, and increased usage  by
industrial customers.
     
     In  1999,  sales  volume  decreased primarily due  to  less  favorable
weather,  partially offset by increased usage by residential and industrial
customers.
     
Other revenue (including unbilled)
     
     In  2000,  other revenue decreased primarily due to the  effect  of  a
change  in estimate on 1999 unbilled revenues, in addition to rent received
for electric property in 1999.
     
     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.
     
Sales for resale
     
     In  2000, sales for resale decreased as a result of increased sales to
retail customers resulting in less electricity available 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.
                                     
Expenses

Fuel and purchased power expenses

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

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

     o higher natural 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.

Other operation and maintenance expenses

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

     o an increase in expenses from maintenance and planned maintenance
       outages at Waterford 3 and certain fossil plants of $17.9 million;
     o an increase of $11 million in outside services employed for legal
       services for potential rate actions; and
     o an increase in property insurance reserves of $5 million primarily 
       due to changes in storm damage reserves effective August 1999.


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


      The  overall increase in other operation and maintenance expenses  in
2000 was partially offset by the following:
     
     o a decrease in injury and damages claims of $3.5 million;
     o a decrease of $3 million in benefits expense; and
     o higher nuclear insurance refunds of $1.8 million.

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.
                                     
Depreciation and amortization

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

Other regulatory charges (credits)

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

Other

Other income

     In 2000, other income increased primarily due to interest recorded on
deferred fuel costs.

Interest charges

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

Income taxes

      The  effective income tax rates for 2000, 1999, and 1998 were  40.9%,
38.9%, and 37.8%, respectively.


<PAGE> 

<TABLE>
<CAPTION>
                        ENTERGY LOUISIANA, INC.                         
                           INCOME STATEMENTS                            
                                                 
                                                            For the Years Ended December 31,
                                                              2000        1999        1998
                                                                      (In Thousands)
<S>                                                        <C>         <C>          <C>
                  OPERATING REVENUES                                                          
Domestic electric                                          $2,062,437  $1,806,594   $1,710,908
                                                           ----------  ----------   ----------
                  OPERATING EXPENSES                                                    
Operating and Maintenance:                                                                    
   Fuel, fuel-related expenses, and                                                           
     gas purchased for resale                                 560,329     421,763      383,413
   Purchased power                                            537,589     418,878      372,763
   Nuclear refueling outage expenses                           13,542      15,756       21,740
   Other operation and maintenance                            318,841     289,348      289,522
Decommissioning                                                10,422       8,786        8,786
Taxes other than income taxes                                  77,190      75,447       70,621
Depreciation and amortization                                 171,204     161,754      162,937
Other regulatory charges (credits) - net                          960      (5,280)      (1,755)
                                                           ----------  ----------   ----------
TOTAL                                                       1,690,077   1,386,452    1,308,027
                                                           ----------  ----------   ----------
                                                                                              
OPERATING INCOME                                              372,360     420,142      402,881
                                                           ----------  ----------   ----------
                                                                                              
                     OTHER INCOME                                                       
Allowance for equity funds used during construction             4,328       4,925        1,887
Gain on sale of assets                                              -           -        2,340
Miscellaneous - net                                             6,604       2,206        2,644
                                                           ----------  ----------   ----------
TOTAL                                                          10,932       7,131        6,871
                                                           ----------  ----------   ----------
                                                                                              
              INTEREST AND OTHER CHARGES                                                
Interest on long-term debt                                     98,655     103,937      109,463
Other interest - net                                            6,788       7,010        7,127
Distributions on preferred securities of subsidiary             6,300       6,300        6,300
Allowance for borrowed funds used during construction          (3,775)     (4,112)      (1,729)
                                                           ----------  ----------   ----------
TOTAL                                                         107,968     113,135      121,161
                                                           ----------  ----------   ----------
                                                                                              
INCOME BEFORE INCOME TAXES                                    275,324     314,138      288,591
                                                                                              
Income taxes                                                  112,645     122,368      109,104
                                                           ----------  ----------   ----------
                                                                                              
NET INCOME                                                    162,679     191,770      179,487
                                                                                              
Preferred dividend requirements and other                       9,514       9,955       13,014
                                                           ----------  ----------   ----------
                                                                                              
EARNINGS APPLICABLE TO                                                                        
COMMON STOCK                                                 $153,165    $181,815     $166,473
                                                           ==========  ==========   ==========
See Notes to Financial Statements.                                                            

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY LOUISIANA, INC.    
                         STATEMENTS OF CASH FLOWS      
                                                               
                                                                 For the Years Ended December 31,
                                                                  2000         1999       1998
                                                                         (In Thousands)
<S>                                                              <C>         <C>        <C>
                  OPERATING ACTIVITIES                                                          
Net income                                                       $162,679    $191,770   $179,487
Noncash items included in net income:                                                           
  Reserve for regulatory adjustments                               11,456           -          -
  Other regulatory charges (credits) - net                            960      (5,280)    (1,754)
  Depreciation, amortization, and decommissioning                 181,626     170,540    171,723
  Deferred income taxes and investment tax credits                 16,350     (15,487)    26,910
  Allowance for equity funds used during construction              (4,328)     (4,925)    (1,887)
  Gain on sale of assets                                                -           -     (2,340)
Changes in working capital:                                                                     
  Receivables                                                     (97,154)    (41,565)    (7,972)
  Accounts payable                                                (11,848)     95,120     (5,878)
  Taxes accrued                                                    (2,555)      7,659     (7,040)
  Interest accrued                                                 15,300     (33,066)    18,731
  Deferred fuel costs                                             (81,890)     (9,959)     4,530
  Other working capital accounts                                   38,064      56,714     16,983
Provision for estimated losses and reserves                         6,114       5,442      6,410
Changes in other regulatory assets                                 25,400      38,577    (11,443)
Other                                                              10,249     (45,146)   (44,099)
                                                                 --------    --------   --------
Net cash flow provided by operating activities                    270,423     410,394    342,361
                                                                 --------    --------   --------
                                                                                                
                  INVESTING ACTIVITIES                                                          
Construction expenditures                                        (203,049)   (130,933)  (105,306)
Allowance for equity funds used during construction                 4,328       4,925      1,887
Nuclear fuel purchases                                            (38,270)    (11,308)   (38,141)
Proceeds from sale/leaseback of nuclear fuel                       38,270      11,308     39,701
Decommissioning trust contributions and realized                                                
    change in trust assets                                        (12,299)    (13,678)   (11,648)
                                                                 --------    --------   --------
Net cash flow used in investing activities                       (211,020)   (139,686)  (113,507)
                                                                 --------    --------   --------
                                                                                                
                  FINANCING ACTIVITIES                                                          
Proceeds from issuance of:                                                                      
  Long-term debt                                                  148,736     298,092    112,556
Retirement of:                                                                                  
  Long-term debt                                                 (100,000)   (386,707)  (150,786)
  Redemption of preferred stock                                         -     (50,000)         -
Dividends paid:                                                                                 
  Common stock                                                    (62,400)   (197,000)  (138,500)
  Preferred stock                                                  (9,514)    (10,389)   (13,014)
                                                                 --------    --------   --------
Net cash flow used in financing activities                        (23,178)   (346,004)  (189,744)
                                                                 --------    --------   --------
                                                                                                
Net increase (decrease) in cash and cash equivalents               36,225     (75,296)    39,110
                                                                                                
Cash and cash equivalents at beginning of period                    7,734      83,030     43,920
                                                                 --------    --------   --------
                                                                                                
Cash and cash equivalents at end of period                        $43,959      $7,734    $83,030
                                                                 ========    ========   ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                
  Interest - net of amount capitalized                            $89,627    $144,731    $98,801
  Income taxes                                                   $105,354    $132,924    $86,830
 Noncash investing and financing activities:                                                    
  Change in unrealized appreciation/(depreciation) of                                           
   decommissioning trust assets                                   ($2,979)     $4,585     $5,928
                                                                                                
See Notes to Financial Statements.                                                              

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                        ENTERGY LOUISIANA, INC.                          
                            BALANCE SHEETS                               
                                ASSETS                                   
                                                    
                                                                December 31,
                                                              2000         1999
                                                                (In Thousands)
<S>                                                        <C>          <C>
                    CURRENT ASSETS                                                
Cash and cash equivalents:                                                        
  Cash                                                        $14,138       $7,734
  Temporary cash investments - at cost,                                           
    which approximates market                                  29,821            -
                                                           ----------   ----------
        Total cash and cash equivalents                        43,959        7,734
                                                           ----------   ----------
Notes Receivable                                                1,510            3

Accounts receivable:                                                              
  Customer                                                    111,292       79,335
  Allowance for doubtful accounts                              (1,771)      (1,615)
  Associated companies                                         30,518       14,601
  Other                                                        13,698       10,762
  Accrued unbilled revenues                                   152,700      106,200
                                                           ----------   ----------
    Total receivables                                         306,437      209,283
                                                           ----------   ----------
Deferred fuel costs                                            84,051        2,161
Accumulated deferred income taxes                                   -       12,520
Materials and supplies - at average cost                       77,389       84,027
Deferred nuclear refueling outage costs                        16,425       11,336
Prepayments and other                                           9,996        6,011
                                                           ----------   ----------
TOTAL                                                         539,767      333,075
                                                           ----------   ----------
                                                                                  
            OTHER PROPERTY AND INVESTMENTS                                        
Investment in subsidiary companies - at equity                 14,230       14,230
Decommissioning trust funds                                   110,263      100,943
Non-utility property - at cost (less accumulated depreciation) 21,700       21,433
                                                           ----------   ----------
TOTAL                                                         146,193      136,606
                                                           ----------   ----------
                                                                                  
                     UTILITY PLANT                                                
Electric                                                    5,357,920    5,178,808
Property under capital lease                                  238,427      236,271
Construction work in progress                                  85,299      108,106
Nuclear fuel under capital lease                               63,923       51,930
                                                           ----------   ----------
TOTAL UTILITY PLANT                                         5,745,569    5,575,115
Less - accumulated depreciation and amortization            2,429,495    2,294,394
                                                           ----------   ----------
UTILITY PLANT - NET                                         3,316,074    3,280,721
                                                           ----------   ----------
                                                                                  
           DEFERRED DEBITS AND OTHER ASSETS                                       
Regulatory assets:                                                                
  SFAS 109 regulatory asset - net                             204,810      230,899
  Unamortized loss on reacquired debt                          33,244       35,856
  Other regulatory assets                                      50,881       50,191
Other                                                          10,882       17,302
                                                           ----------   ----------
TOTAL                                                         299,817      334,248
                                                           ----------   ----------
                                                                                  
TOTAL ASSETS                                               $4,301,851   $4,084,650
                                                           ==========   ==========
See Notes to Financial Statements.                                                

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY LOUISIANA, INC.                          
                            BALANCE SHEETS                               
                 LIABILITIES AND SHAREHOLDERS' EQUITY
                                                    
                                                                      December 31,
                                                                  2000           1999
                                                                     (In Thousands)
<S>                                                             <C>           <C> 
                    CURRENT LIABILITIES                                                 
Currently maturing long-term debt                                  $35,088      $116,388
Accounts payable:                                                                       
  Associated companies                                              71,948       137,869
  Other                                                            144,841        90,768
Customer deposits                                                   60,227        61,096
Taxes accrued                                                       23,307        25,863
Accumulated deferred income taxes                                   20,545             -
Interest accrued                                                    35,536        20,236
Obligations under capital leases                                    34,274        28,387
Other                                                              102,614        59,737
                                                                ----------    ----------
TOTAL                                                              528,380       540,344
                                                                ----------    ----------
                                                                                        
          DEFERRED CREDITS AND OTHER LIABILITIES                                        
Accumulated deferred income taxes                                  757,362       792,290
Accumulated deferred investment tax credits                        117,393       123,155
Obligations under capital leases                                    29,649        23,543
Other regulatory liabilities                                        12,442        15,421
Regulatory reserves                                                 11,456             -
Accumulated provisions                                              64,201        58,087
Other                                                               61,724        34,564
                                                                ----------    ----------
TOTAL                                                            1,054,227     1,047,060
                                                                ----------    ----------
                                                                                        
Long-term debt                                                   1,276,696     1,145,463
Preferred stock with sinking fund                                   35,000        35,000
Company-obligated mandatorily redeemable                                                
  preferred securities of subsidiary trust holding                                      
  solely junior subordinated deferrable debentures                  70,000        70,000
                                                                                        
                   SHAREHOLDERS' EQUITY                                                 
Preferred stock without sinking fund                               100,500       100,500
Common stock, no par value, authorized 250,000,000                                      
  shares; issued and outstanding 165,173,180 shares in 2000                                  
  and 1999                                                       1,088,900     1,088,900
Capital stock expense and other                                     (2,171)       (2,171)
Retained earnings                                                  150,319        59,554
                                                                ----------    ----------
TOTAL                                                            1,337,548     1,246,783
                                                                ----------    ----------
                                                                                        
Commitments and Contingencies (Notes 2, 9, and 10)                                      
                                                                                        
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $4,301,851    $4,084,650
                                                                ==========    ==========
See Notes to Financial Statements.                                                      

</TABLE>


<PAGE>

                       ENTERGY LOUISIANA, INC.                              
                   STATEMENTS OF RETAINED EARNINGS                          
                                                            
                                            For the Years Ended December 31,
                                             2000        1999        1998
                                                    (In Thousands)
                                                                           
Retained Earnings, January 1                 $59,554     $74,739     $46,766
                                                                             
  Add:                                                                       
    Net income                               162,679     191,770     179,487
                                                                             
  Deduct:                                                                    
    Dividends declared:                                                      
      Preferred stock                          9,514       9,805      13,014
      Common stock                            62,400     197,000     138,500
    Capital stock expenses                         -         150           -
                                            --------     -------     -------
        Total                                 71,914     206,955     151,514
                                            --------     -------     -------
Retained Earnings, December 31 (Note 8)     $150,319     $59,554     $74,739
                                            ========     =======     =======
                                                                           
See Notes to Financial Statements.                                           
                                                                           
                                   

<PAGE>

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


                              2000        1999        1998        1997        1996
                                                  (In Thousands)
<S>                        <C>         <C>         <C>         <C>         <C>
Operating revenues         $2,062,437  $1,806,594  $1,710,908  $1,803,272  $1,828,867
Net income                 $  162,679  $  191,770  $  179,487  $  141,757  $  190,762
Total assets               $4,301,851  $4,084,650  $4,181,041  $4,175,400  $4,279,278
Long-term obligations (1)  $1,411,345  $1,274,006  $1,530,590  $1,522,043  $1,545,889
</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>
                                  2000        1999         1998        1997        1996
                                                   (Dollars In Thousands)
<S>                           <C>         <C>           <C>        <C>          <C>
Electric Operating Revenues:                                                            
   Residential                  $716,708    $620,146     $598,573    $606,173    $609,308
   Commercial                    441,338     386,042      367,151     379,131     374,515
   Industrial                    767,052     646,517      597,536     708,356     727,505
   Governmental                   38,772      33,738       32,795      34,171      33,621
                              -----------------------------------------------------------
     Total retail              1,963,870   1,686,443    1,596,055   1,727,831   1,744,949
   Sales for resale:                                                              
     Associated companies         20,763      27,253       16,002       3,817       5,065
     Non-associated companies     39,704      53,923       53,538      55,345      58,685
   Other                          38,100      38,975       45,313      16,279      20,168
                              -----------------------------------------------------------
     Total                    $2,062,437  $1,806,594   $1,710,908  $1,803,272  $1,828,867
                              ===========================================================
Billed Electric Energy                                                                  
 Sales (GWH):                                                                  
   Residential                     8,648       8,354        8,477       7,826       7,893
   Commercial                      5,367       5,221        5,265       4,906       4,846
   Industrial                     15,184      15,052       14,781      16,390      17,647
   Governmental                      481         468          481         460         457
                              -----------------------------------------------------------
     Total retail                 29,680      29,095       29,004      29,582      30,843
   Sales for resale:                                                              
     Associated companies            228         415          386         104         143
     Non-associated companies        554         831          855         805         982
                              -----------------------------------------------------------
     Total                        30,462      30,341       30,245      30,491      31,968
                              ===========================================================

</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 (pages 120 through  125
and  pages  147 through 209) present fairly, in all material respects,  the
financial  position of Entergy Mississippi, Inc. at December 31,  2000  and
1999, and the results of its operations and its cash flows for each of  the
three  years  in  the  period ended December 31, 2000  in  conformity  with
accounting  principles generally accepted in the United States of  America.
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 of America, 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 our opinion.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
February 1, 2001

                                     
                                     

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

Net Income

      Net  income  decreased in 2000 primarily due to  increases  in  other
operation and maintenance expenses, interest expense, depreciation expense,
and  an  increase in the effective income tax rate.  These  decreases  were
partially offset by increases in unbilled revenues and sales volume.

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

Revenues and Sales

     The changes in electric operating revenues for the twelve months ended
December 31, 2000 and 1999 are as follows:

                                      Increase/(Decrease)
            Description                 2000     1999
                                        (In Millions)
                                                      
Base revenues                           ($3.8)   ($9.7)
Grand Gulf rate rider                     4.7    (95.9)
Fuel cost recovery                       54.8    (11.6)
Sales volume/weather                      9.6      4.1
Other revenue (including unbilled)       23.9    (12.1)
Sales for resale                         15.4    (18.3)
                                       ------  -------
Total                                  $104.6  ($143.5)
                                       ======  ======= 

Base revenues

      Base  revenues  decreased in 2000 primarily due  to  an  annual  rate
reduction of $13.3 million under the formula rate plan, which was effective
May 1999.

      Base  revenues decreased in 1999 primarily due to the May  1999  rate
reduction  and an annual rate reduction of $6.6 million under  the  formula
rate  plan, which was effective May 1998.  The formula rate plan  reduction
is discussed in more detail in Note 2 to the financial statements.

Grand Gulf rate rider

      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

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

      In  2000, fuel cost recovery revenues increased primarily due to  the
MPSC's review and subsequent increase of Entergy Mississippi's energy  cost
recovery rider effective in January 2000.

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

Sales volume/weather

      In 2000, sales volume increased as a result of increased usage in the
residential and commercial sectors, as well as the effect of more favorable
weather in the residential sector.

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

Other revenue (including unbilled)

      In  2000,  other  revenue increased primarily due to  the  effect  of
favorable  weather in 2000 and the effect of a change in estimate  on  1999
unbilled revenues.

      In  1999,  other revenue decreased primarily due to the effect  of  a
change in estimate on unbilled revenues.  The changed estimate more closely
aligned the fuel component of unbilled revenues with regulatory treatment.

Sales for resale

     In  2000,  sales for resale increased primarily due to an increase  in
the  average price of energy supplied for resale sales.   The increase  was
partially  offset by less energy available for resale sales  due  to  plant
outages early in 2000, which resulted in lower sales volume.
     
     In  1999,  sales  for resale decreased as a result  of  decreased  oil
generation due to plant outages.  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 2000, fuel and purchased power expenses increased primarily due to
an increase in the market prices of oil and natural gas.



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


     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  in  1999  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.

Other operation and maintenance

     In  2000, other operation and maintenance expenses increased primarily
due to:

     o an increase in property insurance expense of $9.3 million primarily
       due to a change in storm damage reserve amortization in accordance 
       with regulatory treatment; and
     o an increase in maintenance of electric plant of $7.0 million.

     In  1999, other operation and maintenance expenses increased primarily
due to:
     
     o planned and unplanned plant outages in 1999 of $9.1 million;
     o an increase in customer service and reliability improvement spending
       of $4.0 million;
     o an increase in employee benefit expense of $3.8 million; and
     o an increase in casualty reserves of $4.2 million.

Depreciation and Amortization

      In  2000, depreciation and amortization expenses increased due  to  a
review  of plant-in-service dates for consistency with regulatory treatment
reducing  depreciation  expense by $2.6 million in  August  1999.   Capital
additions in 1999 and 2000 also contributed to the increase.

Other regulatory credits

      In  2000, other regulatory credits decreased due to a decrease in the
deferral  of  Grand Gulf 1 expenses associated with the System Energy  rate
increase.

      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.

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.


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


Other

Interest and other charges

      Interest  on long-term debt increased in 2000 primarily  due  to  the
issuance of $120 million of long-term debt in February 2000.

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

Income taxes

      The  effective income tax rates for 2000, 1999, and 1998 were  37.0%,
29.7%, and 30.9%, respectively.

      The  increase in the effective income tax rate in 2000 is due to  the
effect  that the distribution of the Entergy Corporation income tax benefit
had  on  the  1999 effective income tax rate.  In 1999, a tax  benefit  was
booked related to the 1998 tax return.


<PAGE>

<TABLE>
<CAPTION>

                        ENTERGY MISSISSIPPI, INC.                        
                            INCOME STATEMENTS                            
                                                 
                                                       For the Years Ended December 31,
                                                        2000        1999        1998
                                                                (In Thousands)
<S>                                                    <C>         <C>         <C>
                OPERATING REVENUES                                                     
Domestic electric                                      $937,371    $832,819    $976,300
                                                       --------    --------    --------
                OPERATING EXPENSES                                                
Operating and Maintenance:                                                             
   Fuel, fuel-related expenses, and                                                    
     gas purchased for resale                           221,075     185,063     241,415
   Purchased power                                      366,491     332,015     286,769
   Other operation and maintenance                      168,432     152,817     131,752
Taxes other than income taxes                            45,436      44,013      44,888
Depreciation and amortization                            49,046      42,870      45,133
Other regulatory credits - net                           (6,872)    (12,044)     (3,186)
Amortization of rate deferrals                                -           -     104,969
                                                       --------    --------    --------
TOTAL                                                   843,608     744,734     851,740
                                                       --------    --------    --------
                                                                                       
OPERATING INCOME                                         93,763      88,085     124,560
                                                       --------    --------    --------
                                                                                       
                   OTHER INCOME                                                   
Allowance for equity funds used during construction       2,385       1,569         188
Gain on sale of assets                                       19           -       1,025
Miscellaneous - net                                       8,680       6,781       4,891
                                                       --------    --------    --------
TOTAL                                                    11,084       8,350       6,104
                                                       --------    --------    --------
                                                                                       
            INTEREST AND OTHER CHARGES                                            
Interest on long-term debt                               41,583      35,265      37,756
Other interest - net                                      3,294       3,574       3,171
Allowance for borrowed funds used during construction    (1,871)     (1,529)       (932)
                                                       --------    --------    --------
TOTAL                                                    43,006      37,310      39,995
                                                       --------    --------    --------
                                                                                       
INCOME BEFORE INCOME TAXES                               61,841      59,125      90,669
                                                                                       
Income taxes                                             22,868      17,537      28,031
                                                       --------    --------    --------
                                                                                       
NET INCOME                                               38,973      41,588      62,638
                                                                                       
Preferred dividend requirements and other                 3,370       3,370       3,370
                                                       --------    --------    --------
                                                                                       
EARNINGS APPLICABLE TO                                                                 
COMMON STOCK                                            $35,603     $38,218     $59,268
                                                       ========    ========    ========
See Notes to Financial Statements.                                                     

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                           ENTERGY MISSISSIPPI, INC.                                   
                           STATEMENTS OF CASH FLOWS                                   
                                                               
                                                                For the Years Ended December 31,
                                                                  2000         1999        1998
                                                                          (In Thousands)
<S>                                                              <C>           <C>       
                   OPERATING ACTIVITIES                                                           
Net income                                                        $38,973      $41,588     $62,638
Noncash items included in net income:                                                             
  Amortization of rate deferrals                                        -            -     104,969
  Other regulatory credits - net                                   (6,872)     (12,044)     (3,186)
  Depreciation and amortization                                    49,046       42,870      45,133
  Deferred income taxes and investment tax credits                 51,081       18,066     (12,494)
  Allowance for equity funds used during construction              (2,385)      (1,569)       (188)
  Gain (loss) on sale of assets                                       (19)           -      (1,025)
Changes in working capital:                                                                       
  Receivables                                                     (30,628)      24,208       6,253
  Fuel inventory                                                      338         (771)        384
  Accounts payable                                                  3,064       54,317     (31,967)
  Taxes accrued                                                    (4,106)      29,955     (26,301)
  Interest accrued                                                  3,062       (4,595)        323
  Deferred fuel costs                                              47,939      (45,830)     12,858
  Other working capital accounts                                    6,160       10,072       8,652
Provision for estimated losses and reserves                          (568)       4,173      (6,915)
Changes in other regulatory assets                                 (9,929)     (30,179)    (38,295)
Other                                                              37,105       12,152       4,202
                                                                 --------     --------    --------
Net cash flow provided by operating activities                    182,261      142,413     125,041
                                                                 --------     --------    --------
                                                                                                  
                   INVESTING ACTIVITIES                                                           
Construction expenditures                                        (121,252)     (94,717)    (58,705)
Allowance for equity funds used during construction                 2,385        1,569         188
Other regulatory investments                                     (160,611)           -           -
                                                                 --------     --------    --------
Net cash flow used in investing activities                       (279,478)     (93,148)    (58,517)
                                                                 --------     --------    --------
                                                                                                  
                   FINANCING ACTIVITIES                                                           
Proceeds from issuance of:                                                                        
  Long-term debt                                                  118,913      153,629      78,703
Retirement of:                                                                                    
  Long-term debt                                                        -     (163,278)    (80,020)
  Changes in short-term borrowing, net                                  -           (6)        (13)
Dividends paid:                                                                                   
  Common stock                                                    (18,000)     (34,100)    (66,000)
  Preferred stock                                                  (3,370)      (3,363)     (3,370)
                                                                 --------     --------    --------
Net cash flow provided by (used in) financing activities           97,543      (47,118)    (70,700)
                                                                 --------     --------    --------
                                                                                                  
Net increase in cash and cash equivalents                             326        2,147      (4,176)
                                                                                                  
Cash and cash equivalents at beginning of period                    4,787        2,640       6,816
                                                                 --------     --------    --------
                                                                                                  
Cash and cash equivalents at end of period                         $5,113       $4,787      $2,640
                                                                 ========     ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                 
Cash paid/(received) during the period for:                                                       
  Interest - net of amount capitalized                            $39,569      $41,567     $39,291
  Income taxes                                                   ($23,763)    ($29,850)    $64,204
                                                                                                  
See Notes to Financial Statements.                                                                

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         ENTERGY MISSISSIPPI, INC.                              
                              BALANCE SHEETS                                    
                                  ASSETS                                        
                                                         
                                                                  December 31,
                                                              2000           1999    
                                                                 (In Thousands)
<S>                                                         <C>           <C>
                    CURRENT ASSETS                                                   
Cash and cash equivalents                                       $5,113        $4,787 
Accounts receivable:                                                                 
  Customer                                                      44,517        35,675 
  Allowance for doubtful accounts                               (1,044)         (886) 
  Associated companies                                          10,741         1,370 
  Other                                                          9,964         2,391 
  Accrued unbilled revenues                                     33,600        28,600 
                                                            ----------    ----------
    Total receivables                                           97,778        67,150 
                                                            ----------    ----------
Deferred fuel costs                                             64,950        47,939 
Fuel inventory - at average cost                                 3,436         3,774 
Materials and supplies - at average cost                        18,485        17,068 
Prepayments and other                                            3,004         7,114 
                                                            ----------    ----------
TOTAL                                                          192,766       147,832 
                                                            ----------    ----------
                                                                                     
            OTHER PROPERTY AND INVESTMENTS                                           
Investment in subsidiary companies - at equity                   5,531         5,531 
Non-utility property - at cost (less accumulated depreciation)   6,851         6,965  
                                                            ----------    ----------
TOTAL                                                           12,382        12,496 
                                                            ----------    ----------
                                                                                     
                     UTILITY PLANT                                                   
Electric                                                     1,885,501     1,763,636 
Property under capital lease                                       290           384 
Construction work in progress                                   44,085        66,789 
                                                            ----------    ----------
TOTAL UTILITY PLANT                                          1,929,876     1,830,809 
Less - accumulated depreciation and amortization               733,977       709,543 
                                                            ----------    ----------
UTILITY PLANT - NET                                          1,195,899     1,121,266 
                                                            ----------    ----------
                                                                                     
           DEFERRED DEBITS AND OTHER ASSETS                                          
Regulatory assets:                                                                   
  SFAS 109 regulatory asset - net                               25,544        24,051 
  Unamortized loss on reacquired debt                           15,122        16,345 
  Deferred fuel costs                                           95,661             - 
  Other regulatory assets                                      140,679       132,243 
Other                                                            5,886         5,784 
                                                            ----------    ----------
TOTAL                                                          282,892       178,423 
                                                            ----------    ----------
                                                                                     
TOTAL ASSETS                                                $1,683,939    $1,460,017 
                                                            ==========    ==========
See Notes to Financial Statements.                                                   
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY MISSISSIPPI, INC.                              
                             BALANCE SHEETS                                    
                LIABILITIES AND SHAREHOLDERS' EQUITY
                                                         
                                                            December 31,
                                                         2000           1999    
                                                            (In Thousands)
<S>                                                    <C>           <C> 
               CURRENT LIABILITIES                                              
Accounts payable                                                                
  Associated companies                                    $92,980       $84,382 
  Other                                                    26,933        32,470 
Customer deposits                                          26,368        23,303 
Taxes accrued                                              31,862        35,968 
Accumulated deferred income taxes                          47,734           526 
Interest accrued                                           13,099        10,038 
Obligations under capital leases                               79            95 
Other                                                       2,540         2,137 
                                                       ----------    ----------
TOTAL                                                     241,595       188,919 
                                                       ----------    ----------
                                                                                
      DEFERRED CREDITS AND OTHER LIABILITIES                                    
Accumulated deferred income taxes                         306,295       298,477 
Accumulated deferred investment tax credits                19,408        20,908 
Obligations under capital leases                              211           290 
Accumulated provisions                                      6,806         7,374 
Other                                                      31,339         3,368 
                                                       ----------    ----------
TOTAL                                                     364,059       330,417 
                                                       ----------    ----------
                                                                                
Long-term debt                                            584,467       464,466 
                                                                                
               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 2000
  and 1999                                                199,326       199,326 
Capital stock expense and other                               (59)          (59) 
Retained earnings                                         244,170       226,567 
                                                       ----------    ----------
TOTAL                                                     493,818       476,215 
                                                       ----------    ----------
                                                                                
Commitments and Contingencies (Notes 2, 9, and 10)                              
                                                                                
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $1,683,939    $1,460,017
                                                       ==========    ==========
See Notes to Financial Statements.                                              
</TABLE>


<PAGE>

                       ENTERGY MISSISSIPPI, INC.   
                   STATEMENTS OF RETAINED EARNINGS       
                                                            
                                           For the Years Ended December 31,
                                            2000        1999        1998
                                                    (In Thousands)
                                                                          
Retained Earnings, January 1               $226,567   $222,449    $229,181
                                                                          
  Add:                                                                    
    Net income                               38,973     41,588      62,638
                                                                          
  Deduct:                                                                 
    Dividends declared:                                                   
      Preferred stock                         3,370      3,370       3,370
      Common stock                           18,000     34,100      66,000
                                           --------   --------    --------
        Total                                21,370     37,470      69,370
                                           --------   --------    --------
Retained Earnings, December 31 (Note 8)    $244,170   $226,567    $222,449
                                           ========   ========    ========
                                                                          
See Notes to Financial Statements.                                        
                                                               


<PAGE>

<TABLE>
<CAPTION>

                       ENTERGY MISSISSIPPI, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
                                2000         1999        1998         1997       1996
                                                     (In Thousands)
<S>                          <C>          <C>         <C>         <C>         <C>
Operating revenues           $  937,371   $  832,819  $  976,300  $  937,395  $  958,430
Net Income                   $   38,973   $   41,588  $   62,638  $   66,661  $   79,211
Total assets                 $1,683,939   $1,460,017  $1,350,929  $1,439,561  $1,521,466
Long-term obligations (1)    $  584,678   $  464,756  $  464,000  $  464,156  $  406,054
</TABLE>

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

<TABLE>
<CAPTION>
                                2000      1999      1998       1997      1996
                                             (Dollars In Thousands)
<S>                           <C>        <C>       <C>       <C>       <C>
Electric Operating Revenues:                                                   
   Residential                $340,691   $311,003  $367,895  $342,818  $358,264
   Commercial                  275,010    250,929   284,787   274,195   281,626
   Industrial                  161,065    151,659   170,910   173,152   185,351
   Governmental                 25,612     23,528    26,670    26,882    29,093
                              -------------------------------------------------
     Total retail              802,378    737,119   850,262   817,047   854,334
   Sales for resale:                                                     
     Associated companies       82,844     63,004    80,357    78,233    58,749
     Non-associated companies   27,058     31,546    32,442    21,276    22,814
   Other                        25,091      1,150    13,239    20,839    22,533
                              -------------------------------------------------
     Total                    $937,371   $832,819  $976,300  $937,395  $958,430
                              =================================================
Billed Electric Energy                                                         
 Sales (GWH):                                                          
   Residential                   4,976      4,753     4,800     4,323     4,355
   Commercial                    4,307      4,156     4,015     3,673     3,508
   Industrial                    3,188      3,246     3,163     3,089     3,063
   Governmental                    376        363       347       333       346
                              -------------------------------------------------
     Total retail               12,847     12,518    12,325    11,418    11,272
   Sales for resale:                                                     
     Associated companies        1,276      1,774     2,424     1,918     1,368
     Non-associated companies      313        426       484       412       521
                              -------------------------------------------------
     Total                      14,436     14,718    15,233    13,748    13,161
                              =================================================

</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 (pages 131 through  135
and  pages  147 through 209) present fairly, in all material respects,  the
financial  position of Entergy New Orleans, Inc. at December 31,  2000  and
1999, and the results of its operations and its cash flows for each of  the
three  years  in  the  period ended December 31, 2000  in  conformity  with
accounting  principles generally accepted in the United States of  America.
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 of America, 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 our opinion.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
February 1, 2001





<PAGE>


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

Net Income

     Net income decreased slightly in 2000 primarily due to increased other
operation and maintenance expenses.

      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.

Revenues and Sales

Electric operating revenues

      The  changes  in electric operating revenues for the  twelve  months
ended December 31, 2000 and 1999 are as follows:

                                       Increase/(Decrease)
            Description                  2000      1999
                                         (In Millions)
                                                        
Base revenues                             $4.0    ($11.3)
Fuel cost recovery                        62.6      (4.6)
Sales volume/weather                       2.1       1.7
Other revenue (including unbilled)         4.2       5.5
Sales for resale                          15.4       3.7
                                         -----     -----
Total                                    $88.3     ($5.0)
                                         =====     =====

Base revenues

      In  2000,  base  revenues increased primarily due to  a  decrease  in
provision for rate refunds accrued for potential rate matters.

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

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

      In  2000, fuel cost recovery increased primarily due to the increased
market price of natural gas.

     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.


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


Other revenue (including unbilled)

      In 2000 and 1999, other revenue increased primarily due to the effect
of  favorable weather and higher fuel and purchased power costs on unbilled
revenues.

Sales for resale

      In 2000, sales for resale increased due to an increase in the average
price of electricity supplied for resale sales, coupled with an increase in
affiliated sales volume.

      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  2000,  gas  operating revenues increased primarily  due  to  the
increased market price of natural gas.

Expenses

Fuel and purchased power expenses

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

Other operation and maintenance expenses

     In 2000, other operation and maintenance expenses increased primarily
due to:

     o an increase in uncollectible accounts expense for miscellaneous accounts 
       receivable of $1.3 million;
     o an increase in maintenance of fossil plants of $1.1 million; and
     o an increase in advertising expenses of $1.3 million.

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

     o an  increase  in  spending for customer service and  reliability
       improvements of $3.0 million; and
     o an increase in customer collection expenses of $2.2 million.

Taxes other than income taxes

      In  2000,  taxes other than income taxes increased primarily  due  to
increased local franchise taxes as a result of higher revenue.


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

     In 2000, other regulatory credits decreased due to an over-recovery of
Grand  Gulf 1 related costs in 2000 compared to an under-recovery  in  1999
and the deferral of Year 2000 costs in 1999.

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

Amortization of rate deferrals

      In  2000 and 1999, amortization of rate deferrals decreased due to  a
scheduled  rate  change  in  the amortization  of  Grand  Gulf  1  phase-in
expenses.  The Grand Gulf 1 phase-in plan will be completed in 2001.

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.

      The  Grand Gulf 1 rate deferral plan is discussed in more detail  in
Note 2 to the financial statements.

Interest and other charges

      In  2000, interest on long-term debt increased primarily due  to  the
issuance of $30 million of long-term debt in July 2000.

Income taxes

      The  effective income tax rates for 2000, 1999, and 1998 were  41.2%,
40.7%, and 38.4% 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.


<PAGE>

<TABLE>
<CAPTION>
                        ENTERGY NEW ORLEANS, INC.
                            INCOME STATEMENTS
                                                 
                                                              For the Years Ended December 31,
                                                               2000        1999        1998
                                                                       (In Thousands)
<S>                                                           <C>         <C>         <C>   
                   OPERATING REVENUES                                                         
Domestic electric                                             $514,774    $426,431    $431,453
Natural gas                                                    125,516      81,357      82,297
                                                              --------    --------    --------
TOTAL                                                          640,290     507,788     513,750
                                                              --------    --------    --------
                                                                                              
                   OPERATING EXPENSES                                                    
Operating and Maintenance:                                                                    
   Fuel, fuel-related expenses, and                                                           
     gas purchased for resale                                  253,869     135,242     138,142
   Purchased power                                             173,371     166,579     164,435
   Other operation and maintenance                              87,254      83,197      79,023
Taxes other than income taxes                                   45,132      39,621      40,417
Depreciation and amortization                                   23,550      21,219      21,878
Other regulatory credits - net                                  (7,058)     (9,036)     (4,540)
Amortization of rate deferrals                                  24,786      28,430      35,336
                                                              --------    --------    --------
TOTAL                                                          600,904     465,252     474,691
                                                              --------    --------    --------
                                                                                              
OPERATING INCOME                                                39,386      42,536      39,059
                                                              --------    --------    --------
                                                                                              
                      OTHER INCOME                                                       
Allowance for equity funds used during construction              1,190       1,084         284
Gain on sale of assets                                               -           -         458
Miscellaneous - net                                              2,530       2,263         951
                                                              --------    --------    --------
TOTAL                                                            3,720       3,347       1,693
                                                              --------    --------    --------
                                                                                              
               INTEREST AND OTHER CHARGES                                                
Interest on long-term debt                                      14,429      13,277      13,717
Other interest - net                                             1,462       1,403       1,075
Allowance for borrowed funds used during construction             (900)       (788)       (219)
                                                              --------    --------    --------
TOTAL                                                           14,991      13,892      14,573
                                                              --------    --------    --------
                                                                                              
INCOME BEFORE INCOME TAXES                                      28,115      31,991      26,179
                                                                                              
Income taxes                                                    11,597      13,030      10,042
                                                              --------    --------    --------
                                                                                              
NET INCOME                                                      16,518      18,961      16,137
                                                                                              
Preferred dividend requirements and other                          965         965         965
                                                              --------    --------    --------
                                                                                              
EARNINGS APPLICABLE TO                                                                        
COMMON STOCK                                                   $15,553     $17,996     $15,172
                                                              ========    ========    ========
See Notes to Financial Statements.                                                            
</TABLE>
                                                    

<PAGE>

<TABLE>
<CAPTION>

                           ENTERGY NEW ORLEANS, INC.                                   
                           STATEMENTS OF CASH FLOWS                                   
                                                               
                                                                 For the Years Ended December 31,
                                                                  2000         1999        1998
                                                                          (In Thousands)
<S>                                                               <C>          <C>         <C>
                   OPERATING ACTIVITIES                                                           
Net income                                                        $16,518      $18,961     $16,137
Noncash items included in net income:                                                             
  Amortization of rate deferrals                                   24,786       28,430      35,336
  Other regulatory credits - net                                   (7,058)      (9,036)     (4,540)
  Depreciation and amortization                                    23,550       21,219      21,878
  Deferred income taxes and investment tax credits                   (639)      (3,131)     (7,498)
  Allowance for equity funds used during construction              (1,190)      (1,084)       (284)
  Gain on sale of assets                                                -            -        (458)
Changes in working capital:                                                                       
  Receivables                                                     (45,580)      (7,258)      3,148
  Fuel inventory                                                     (911)         179        (861)
  Accounts payable                                                 29,592       23,319      (4,136)
  Taxes accrued                                                     5,394          429      (5,270)
  Interest accrued                                                  1,163           37        (130)
  Deferred fuel costs                                             (13,751)     (13,293)      8,193
  Other working capital accounts                                     (223)       6,607      (5,122)
Provision for estimated losses and reserves                          (365)        (531)     (6,295)
Changes in other regulatory assets                                (11,637)     (11,482)     (6,964)
Other                                                              10,812        6,796      (2,805)
                                                                 --------     --------    --------
Net cash flow provided by operating activities                     30,461       60,162      40,329
                                                                 --------     --------    --------
                                                                                                  
                   INVESTING ACTIVITIES                                                           
Construction expenditures                                         (48,902)     (46,239)    (21,691)
Allowance for equity funds used during construction                 1,190        1,084         284
                                                                 --------     --------    --------
Net cash flow used in investing activities                        (47,712)     (45,155)    (21,407)
                                                                 --------     --------    --------
                                                                                                  
                   FINANCING ACTIVITIES                                                           
Proceeds from issuance of:                                                                        
  Long-term debt                                                   29,564            -      29,438
Retirement of:                                                                                    
  Long-term debt                                                        -            -     (30,000)
Dividends paid:                                                                                   
  Common stock                                                     (9,500)     (26,500)     (9,700)
  Preferred stock                                                    (965)      (1,206)       (965)
                                                                 --------     --------    --------
Net cash flow provided by (used in) financing activities           19,099      (27,706)    (11,227)
                                                                 --------     --------    --------
                                                                                                  
Net increase (decrease) in cash and cash equivalents                1,848      (12,699)      7,695
                                                                                                  
Cash and cash equivalents at beginning of period                    4,454       17,153       9,458
                                                                 --------     --------    --------
                                                                                                  
Cash and cash equivalents at end of period                         $6,302       $4,454     $17,153
                                                                 ========     ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                  
  Interest - net of amount capitalized                            $14,331      $14,281     $14,592
  Income taxes - net                                               $9,207      $12,476     $26,197
                                                                                                  
See Notes to Financial Statements.                                                                
</TABLE>


<PAGE>

                          ENTERGY NEW ORLEANS, INC.
                                BALANCE SHEETS
                                    ASSETS
                                                    
                                                           December 31,
                                                        2000         1999
                                                         (In Thousands)
                                                                            
                 CURRENT ASSETS                                             
Cash and cash equivalents:                                                  
  Cash                                                   $6,302       $4,454
Accounts receivable:                                                        
  Customer                                               67,264       28,658
  Allowance for doubtful accounts                          (770)        (846)
  Associated companies                                    2,800          404
  Other                                                   3,709        6,225
  Accrued unbilled revenues                              26,838       19,820
                                                       --------     --------
    Total receivables                                    99,841       54,261
                                                       --------     --------
Deferred fuel costs                                      28,234       14,483
Fuel inventory - at average cost                          4,204        3,293
Materials and supplies - at average cost                  9,630       10,127
Rate deferrals                                           10,974       24,788
Prepayments and other                                     1,416        2,528
                                                       --------     --------
TOTAL                                                   160,601      113,934
                                                       --------     --------
                                                                            
         OTHER PROPERTY AND INVESTMENTS                                     
Investment in subsidiary companies - at equity            3,259        3,259
                                                       --------     --------
                                                                            
                  UTILITY PLANT                                             
Electric                                                572,061      541,525
Natural gas                                             134,826      133,568
Construction work in progress                            36,489       29,780
                                                       --------     --------
TOTAL UTILITY PLANT                                     743,376      704,873
Less - accumulated depreciation and amortization        394,271      382,797
                                                       --------     --------
UTILITY PLANT - NET                                     349,105      322,076
                                                       --------     --------
                                                                            
        DEFERRED DEBITS AND OTHER ASSETS                                    
Regulatory assets:                                                          
  Rate deferrals                                              -       10,974
  Unamortized loss on reacquired debt                       974        1,187
  Other regulatory assets                                44,676       33,039
Other                                                       616        1,277
                                                       --------     --------
TOTAL                                                    46,266       46,477
                                                       --------     --------
                                                                            
TOTAL ASSETS                                           $559,231     $485,746
                                                       ========     ========
See Notes to Financial Statements.                                          

<PAGE>

<TABLE>
<CAPTION>

                        ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                              
                                                                 December 31,
                                                               2000         1999
                                                                 (In Thousands)
<S>                                                           <C>          <C>
                  CURRENT LIABILITIES                                              
Accounts payable:                                                                  
  Associated companies                                         $24,637      $24,350
  Other                                                         57,566       28,261
Customer deposits                                               18,311       17,830
Taxes accrued                                                    5,823          429
Accumulated deferred income taxes                                6,543       10,863
Interest accrued                                                 6,119        4,956
Other                                                            3,211        5,524
                                                              --------     --------
TOTAL                                                          122,210       92,213
                                                              --------     --------
                                                                                   
         DEFERRED CREDITS AND OTHER LIABILITIES                                    
Accumulated deferred income taxes                               43,754       43,878
Accumulated deferred investment tax credits                      5,868        6,378
SFAS 109 regulatory liability - net                             12,607        7,528
Other regulatory liabilities                                       537        1,753
Accumulated provisions                                           8,471        8,836
Other                                                           12,356        7,733
                                                              --------     --------
TOTAL                                                           83,593       76,106
                                                              --------     --------
                                                                                   
Long-term debt                                                 199,031      169,083
                                                                                   
                  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 2000
  and 1999                                                      33,744       33,744
Paid-in capital                                                 36,294       36,294
Retained earnings                                               64,579       58,526
                                                              --------     --------
TOTAL                                                          154,397      148,344
                                                              --------     --------
                                                                                   
Commitments and Contingencies (Notes 2 and 9)                                      
                                                                                   
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $559,231     $485,746
                                                              ========     ========
See Notes to Financial Statements.                                                 
                                                        
</TABLE>


<PAGE>
                        ENTERGY NEW ORLEANS, INC.                             
                    STATEMENTS OF RETAINED EARNINGS                          
                                                            
                                           For the Years Ended December 31,
                                             2000      1999        1998
                                                  (In Thousands)
                                                                        
Retained Earnings, January 1                $58,526   $67,030    $61,558
                                                                        
  Add:                                                                  
    Net income                               16,518    18,961     16,137
                                                                        
  Deduct:                                                               
    Dividends declared:                                                 
      Preferred stock                           965       965        965
      Common stock                            9,500    26,500      9,700
                                            -------   -------    -------
        Total                                10,465    27,465     10,665
                                            -------   -------    -------
                                                                        
Retained Earnings, December 31 (Note 8)     $64,579   $58,526    $67,030
                                            =======   =======    =======
                                                                        
See Notes to Financial Statements.                                      


<PAGE>

                       ENTERGY NEW ORLEANS, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
                             2000      1999      1998      1997      1996
                                             (In Thousands)

Operating revenues         $640,290  $507,788  $513,750  $504,822  $504,277
Net Income                 $ 16,518  $ 18,961  $ 16,137  $ 15,451  $ 26,776
Total assets               $559,231  $485,746  $471,904  $498,150  $549,996
Long-term obligations (1)  $199,031  $169,083  $169,018  $168,953  $168,888

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

                                 2000      1999      1998       1997      1996
                                              (Dollars In Thousands)
Electric Operating Revenues:                                                    
   Residential                 $188,314   $158,822  $164,765  $145,688  $151,577
   Commercial                   170,684    146,328   149,353   143,113   149,649
   Industrial                    25,479     25,584    26,229    24,616    24,663
   Governmental                  73,028     63,056    62,332    58,746    58,561
                               -------------------------------------------------
     Total retail               457,505    393,790   402,679   372,163   384,450
   Sales for resale:                                                      
     Associated companies        31,629     14,207    10,451    10,342     2,649
     Non-associated companies     8,504     10,545    10,590     8,996     9,882
   Other                         17,136      7,889     7,733    18,630     6,273
                               -------------------------------------------------
     Total                     $514,774   $426,431  $431,453  $410,131  $403,254
                               =================================================
Billed Electric Energy                                                          
 Sales (GWH):                                                           
   Residential                    2,178      2,102     2,141     1,971     1,998
   Commercial                     2,260      2,208     2,149     2,072     2,073
   Industrial                       384        514       514       484       481
   Governmental                   1,058      1,071     1,037       994       974
                               -------------------------------------------------
     Total retail                 5,880      5,895     5,841     5,521     5,526
   Sales for resale:                                                      
     Associated companies           570        441       370       316        66
     Non-associated companies       141        180       199       160       212
                               -------------------------------------------------
     Total                        6,591      6,516     6,410     5,997     5,804
                               =================================================



<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 (pages 140 through  145
and  pages  147 through 209) present fairly, in all material respects,  the
financial  position of System Energy Resources, Inc. at December  31,  2000
and 1999, and the results of its operations and its cash flows for each  of
the  three  years in the period ended December 31, 2000 in conformity  with
accounting  principles generally accepted in the United States of  America.
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 of America, 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 our opinion.


PricewaterhouseCoopers LLP

New Orleans, Louisiana
February 1, 2001

                                     
                                     

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

Net Income

      Net  income increased in 2000 due to increased interest earnings from
the  money  pool,  an  inter-company  funding  arrangement,  and  decreased
interest  expense associated with the potential refund of  System  Energy's
proposed  rate increase.  This increase in net income was partially  offset
by a higher effective income tax rate in 2000.

      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.

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 2000 primarily due to an increase  in
recoverable expenses.

       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  2000, fuel expenses increased primarily due to increased  nuclear
fuel  burn  as  a  result of Grand Gulf 1 being operational  358  days,  as
compared to 295 days in 1999.

      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.

Depreciation and amortization

      In  2000,  depreciation expense increased due to higher  depreciation
associated  with  the  principal payment on the sale  and  leaseback  of  a
portion  of  Grand Gulf 1. The depreciation schedule matches the collection
of lease principal and revenues with the depreciation of the asset.

      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.


<PAGE>

                       SYSTEM ENERGY RESOURCES, INC.
                                     
              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                     
                           RESULTS OF OPERATIONS
                                     
                                     
Other regulatory charges

      In  both 2000 and 1999, other regulatory charges increased due to the
implementation of the GGART at Entergy Arkansas and Entergy Mississippi, as
discussed above.
                                     
Other

Other income

      Other  income increased in 2000 and 1999 as a result of the  interest
earned  on  System  Energy's advances to the money pool,  an  inter-company
funding  arrangement.   The  money pool is  discussed  in  Note  4  to  the
financial statements.

Interest charges

      Interest on long-term debt decreased in 2000 and 1999 as a result  of
the  retirement  and refinancing of higher-cost long-term debt.   In  2000,
System  Energy  retired $75 million of debenture bonds.   In  1999,  System
Energy  retired  $160 million of first mortgage bonds and  refinanced  $102
million of governmental bonds at an annual interest rate of 5.9%.

      Other  interest decreased in 2000 primarily due to decreased interest
expense  recorded on the potential refund of System Energy's proposed  rate
increase.   Other  interest  increased in  1999  due  to  interest  on  the
potential refund of System Energy's proposed rate increase.

Income taxes

      The  effective income tax rates in 2000, 1999, and 1998  were  46.4%,
39.5%, and 42.1%, respectively.

      The  effective income tax rate for 2000, increased primarily  due  to
increased  pre-tax  income and the amortization of investment  tax  credits
related to Grand Gulf 2 in 1999.


<PAGE> 

<TABLE>
<CAPTION>

                      SYSTEM ENERGY RESOURCES, INC.
                           INCOME STATEMENTS
                                                  
                                                         For the Years Ended December 31,
                                                         2000        1999           1998
                                                                 (In Thousands)
<S>                                                     <C>          <C>           <C>
               OPERATING REVENUES                                                          
Domestic electric                                       $656,749     $620,032      $602,373
                                                        --------     --------      --------
               OPERATING EXPENSES                                                     
Operating and Maintenance:                                                                 
   Fuel, fuel-related expenses, and                                                        
     gas purchased for resale                             42,369       37,336        41,740
   Nuclear refueling outage expenses                      14,423       14,136        15,737
   Other operation and maintenance                        88,257       87,450        86,696
Decommissioning                                           18,944       18,944        18,944
Taxes other than income taxes                             30,517       27,212        26,839
Depreciation and amortization                            127,904      113,862       125,331
Other regulatory charges - net                            63,590       57,656         4,443
                                                        --------     --------      --------
TOTAL                                                    386,004      356,596       319,730
                                                        --------     --------      --------
                                                                                           
OPERATING INCOME                                         270,745      263,436       282,643
                                                        --------     --------      --------
                                                                                           
                  OTHER INCOME                                                        
Allowance for equity funds used during construction        1,482        2,540         2,042
Miscellaneous - net                                       20,446       16,309        13,309
                                                        --------     --------      --------
TOTAL                                                     21,928       18,849        15,351
                                                        --------     --------      --------
                                                                                           
           INTEREST AND OTHER CHARGES                                                 
Interest on long-term debt                                87,689      102,764       109,735
Other interest - net                                      30,830       45,218         6,325
Allowance for borrowed funds used during construction       (854)      (1,920)       (1,805)
                                                        --------     --------      --------
TOTAL                                                    117,665      146,062       114,255
                                                        --------     --------      --------
                                                                                           
INCOME BEFORE INCOME TAXES                               175,008      136,223       183,739
                                                                                           
Income taxes                                              81,263       53,851        77,263
                                                        --------     --------      --------
                                                                                           
NET INCOME                                               $93,745      $82,372      $106,476
                                                        ========     ========      ========
See Notes to Financial Statements.                                                         
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                        SYSTEM ENERGY RESOURCES, INC. 
                          STATEMENTS OF CASH FLOWS   
                                                               
                                                               For the Years Ended December 31,
                                                               2000           1999         1998
                                                                         (In Thousands)
<S>                                                            <C>            <C>         <C>
                  OPERATING ACTIVITIES                                                            
Net income                                                      $93,745       $82,372     $106,476
Noncash items included in net income:                                                             
  Reserve for regulatory adjustments                             54,598       108,484       68,236
  Other regulatory charges - net                                 63,590        57,656        4,443
  Depreciation, amortization, and decommissioning               146,848       132,806      144,275
  Deferred income taxes and investment tax credits              (71,212)      (86,860)     (28,222)
  Allowance for equity funds used during construction            (1,482)       (2,540)      (2,042)
Changes in working capital:                                                                       
  Receivables                                                    87,212      (172,354)       9,690
  Accounts payable                                               (7,401)      (11,688)      (2,859)
  Taxes accrued                                                  13,147       (21,424)       1,131
  Interest accrued                                                4,008        (2,022)        (300)
  Other working capital accounts                                 20,754        (4,425)      (2,228)
Provision for estimated losses and reserves                      (1,328)           45       (1,704)
Changes in other regulatory assets                               58,592       (18,492)      25,066
Other                                                           (65,491)       41,250      (23,159)
                                                               --------      --------     --------
Net cash flow provided by operating activities                  395,580       102,808      298,803
                                                               --------      --------     --------
                                                                                                  
                  INVESTING ACTIVITIES                                                            
Construction expenditures                                       (36,555)      (28,848)     (30,692)
Allowance for equity funds used during construction               1,482         2,540        2,042
Nuclear fuel purchases                                                -       (39,975)     (30,523)
Proceeds from sale/leaseback of nuclear fuel                          -        39,975       30,523
Decommissioning trust contributions and realized                                                  
    change in trust assets                                      (23,694)      (22,139)     (24,166)
                                                               --------      --------     --------
Net cash flow used in investing activities                      (58,767)      (48,447)     (52,816)
                                                               --------      --------     --------
                                                                                                  
                  FINANCING ACTIVITIES                                                            
Proceeds from issuance of:                                                                        
  Long-term debt                                                      -       101,835      212,976
Retirement of:                                                                                    
  Long-term debt                                                (77,947)     (282,885)    (300,341)
Dividends paid:                                                                                   
  Common stock                                                  (91,800)      (75,000)     (72,300)
                                                               --------      --------     --------
Net cash flow used in financing activities                     (169,747)     (256,050)    (159,665)
                                                               --------      --------     --------
                                                                                                  
Net increase (decrease) in cash and cash equivalents            167,066      (201,689)      86,322
                                                                                                  
Cash and cash equivalents at beginning of period                 35,152       236,841      150,519
                                                               --------      --------     --------
                                                                                                  
Cash and cash equivalents at end of period                     $202,218       $35,152     $236,841
                                                               ========      ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:                                                                  
  Interest - net of amount capitalized                         $109,046      $141,731     $107,923
  Income taxes                                                 $143,040      $154,336     $104,987
 Noncash investing and financing activities:                                                      
  Change in unrealized appreciation (depreciation) of                                             
   decommissioning trust assets                                 ($1,506)         ($37)      $3,205
                                                                                                  
See Notes to Financial Statements.                                                                

</TABLE>


<PAGE>
                         SYSTEM ENERGY RESOURCES, INC.
                                BALANCE SHEETS
                                   ASSETS
                                                    
                                                    
                                                           December 31,
                                                        2000         1999
                                                          (In Thousands)
                                                                            
                 CURRENT ASSETS                                             
Cash and cash equivalents:                                                  
  Cash                                                      $44         $136
  Temporary cash investments - at cost,                                     
    which approximates market                           202,174       35,016
                                                     ----------   ----------
        Total cash and cash equivalents                 202,218       35,152
                                                     ----------   ----------
Accounts receivable:                                                        
  Associated companies                                  212,551      301,287
  Other                                                   2,194          670
                                                     ----------   ----------
    Total receivables                                   214,745      301,957
                                                     ----------   ----------
Materials and supplies - at average cost                 52,235       61,264
Deferred nuclear refueling outage costs                   6,577       18,665
Prepayments and other                                     2,639        2,251
                                                     ----------   ----------
TOTAL                                                   478,414      419,289
                                                     ----------   ----------
                                                                            
         OTHER PROPERTY AND INVESTMENTS                                     
Decommissioning trust funds                             157,572      135,384
                                                     ----------   ----------
                                                                            
                  UTILITY PLANT                                             
Electric                                              3,093,033    3,060,324
Property under capital lease                            449,851      434,993
Construction work in progress                            24,029       58,510
Nuclear fuel under capital lease                         49,256       78,020
                                                     ----------   ----------
TOTAL UTILITY PLANT                                   3,616,169    3,631,847
Less - accumulated depreciation and amortization      1,407,885    1,312,559
                                                     ----------   ----------
UTILITY PLANT - NET                                   2,208,284    2,319,288
                                                     ----------   ----------
                                                                            
        DEFERRED DEBITS AND OTHER ASSETS                                    
Regulatory assets:                                                          
  SFAS 109 regulatory asset - net                       195,634      242,834
  Unamortized loss on reacquired debt                    51,957       56,474
  Other regulatory assets                               174,517      185,910
Other                                                     8,172        9,869
                                                     ----------   ----------
TOTAL                                                   430,280      495,087
                                                     ----------   ----------
                                                                            
TOTAL ASSETS                                         $3,274,550   $3,369,048
                                                     ==========   ==========
See Notes to Financial Statements.                                          


<PAGE>

<TABLE>
<CAPTION>
                     SYSTEM ENERGY RESOURCES, INC.
                            BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDER'S EQUITY
                                                    
                                                    
                                                                        December 31,
                                                                   2000           1999
                                                                       (In Thousands)
<S>                                                              <C>           <C>
                    CURRENT LIABILITIES                                                  
Currently maturing long-term debt                                  $151,800       $77,947
Accounts payable:                                                                        
  Associated companies                                                2,722        15,237
  Other                                                              23,585        18,470
Taxes accrued                                                        68,530        55,383
Accumulated deferred income taxes                                     1,648         7,162
Interest accrued                                                     44,007        40,000
Obligations under capital leases                                     32,119        38,421
Other                                                                 1,674         1,651
                                                                 ----------    ----------
TOTAL                                                               326,085       254,271
                                                                 ----------    ----------
                                                                                         
           DEFERRED CREDITS AND OTHER LIABILITIES                                        
Accumulated deferred income taxes                                   391,505       481,945
Accumulated deferred investment tax credits                          89,516        93,219
Obligations under capital leases                                     17,137        39,599
FERC settlement - refund obligation                                  30,745        37,337
Other regulatory liabilities                                        103,634        73,313
Decommissioning                                                     153,197       129,503
Regulatory reserves                                                 322,368       267,771
Accumulated provisions                                                  689         2,016
Other                                                                15,394        16,014
                                                                 ----------    ----------
TOTAL                                                             1,124,185     1,140,717
                                                                 ----------    ----------
                                                                                         
Long-term debt                                                      930,854     1,082,579
                                                                                         
                    SHAREHOLDER'S EQUITY                                                 
Common stock, no par value, authorized 1,000,000                                         
   shares; issued and outstanding 789,350 shares in 2000 and                                  
   1999                                                             789,350       789,350
Retained earnings                                                   104,076       102,131
                                                                 ----------    ----------
TOTAL                                                               893,426       891,481
                                                                 ----------    ----------
                                                                                         
Commitments and Contingencies (Notes 2, 9, and 10)                                       
                                                                                         
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $3,274,550    $3,369,048
                                                                 ==========    ==========
See Notes to Financial Statements.                                                       
</TABLE>
  

<PAGE>
  
                      SYSTEM ENERGY RESOURCES, INC.                          
                     STATEMENTS OF RETAINED EARNINGS                         
                                                         
                                            For the Years Ended December 31,
                                              2000      1999        1998
                                                    (In Thousands)
                                                                         
Retained Earnings, January 1                $102,131   $94,759    $60,583
                                                                         
  Add:                                                                   
    Net income                                93,745    82,372    106,476
                                                                         
  Deduct:                                                                
    Dividends declared                        91,800    75,000     72,300
                                            --------  --------    -------
Retained Earnings, December 31 (Note 8)     $104,076  $102,131    $94,759
                                            ========  ========    =======
                                                                         
See Notes to Financial Statements.                                       
                                                                         


<PAGE>

<TABLE>
<CAPTION>

                     SYSTEM ENERGY RESOURCES, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
                                 2000       1999        1998        1997        1996
                                              (Dollars In Thousands)
<S>                          <C>         <C>         <C>         <C>         <C>
Operating revenues           $  656,749  $  620,032  $  602,373  $  633,698  $  623,620
Net income                   $   93,745  $   82,372  $  106,476  $  102,295  $   98,668
Total assets                 $3,274,550  $3,369,048  $3,431,205  $3,432,031  $3,461,293
Long-term obligations (1)    $  947,991  $1,122,178  $1,182,616  $1,364,161  $1,474,427
Electric energy sales (GWH)       9,621       7,567       8,259       9,735       8,302

</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 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.

      Entergy  recognizes revenue from electricity and gas sales  when  the
consumers are billed.  The domestic utility companies also accrue estimated
revenues for energy delivered since the latest billings on a monthly basis.
The  monthly estimated unbilled revenue amounts are recorded as revenue and
a receivable and are reversed the following month.

      The  domestic utility companies' rate schedules include  either  fuel
adjustment  clauses  or  fixed fuel factors, both  of  which  allow  either
current  recovery or deferral of fuel costs until such costs are  reflected
in  the  related  revenues.  Because the fuel adjustment  clause  mechanism
allows  monthly  adjustments  to  recover fuel  costs,  Entergy  Louisiana,
Entergy  New  Orleans,  and the Louisiana portion of  Entergy  Gulf  States
include  fuel cost recovery in their unbilled revenue calculations.   Fixed
fuel factors remain in effect until changed as part of a general rate case,
fuel  reconciliation, or fixed fuel factor filing.  In the case of  Entergy
Arkansas,   the  Texas  portion  of  Entergy  Gulf  States,   and   Entergy
Mississippi,   their  fuel  under-recoveries  are  treated  as   regulatory
investments in the cash flow statements because those companies are allowed
by their regulatory jurisdictions to recover the fuel cost regulatory asset
over  longer  than  a twelve month period, and the companies  will  earn  a
return on the under-recovered balances.

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.

      With  regard to nuclear refueling outage costs, Entergy  records  the
costs  in  accordance with regulatory treatment and the matching principle.
These  refueling  outage  expenses are incurred to  prepare  the  units  to
operate for the next 18 months without having to be taken off line.  Except
with  respect  to the River Bend plant, the costs are deferred  during  the
outage  and  amortized over the period to the next outage.  For  the  River
Bend  plant, the costs are accrued in advance and included in the  cost  of
service  used  to establish retail rates, and are then amortized  over  the
period  between  outages,  which  is in accordance  with  their  regulatory
treatment.

      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, 2000, is shown below (in millions):


<TABLE>
<CAPTION>
                                                   Entergy   Entergy     Entergy    Entergy     Entergy    System
                                          Entergy Arkansas Gulf States  Louisiana Mississippi New Orleans  Energy
<S>                                        <C>      <C>         <C>        <C>             <C>         <C>  <C> 
Production                                                                                                        
      Nuclear                              $7,126   $1,092      $1,817     $1,779          $-          $-   $2,103
      Other                                 2,021      329         595        195         204          12        -
Transmission                                1,693      504         517        323         316          24        9
Distribution                                3,532    1,074         963        796         517         182        -
Other                                         725      149         164        172         115          27       23
Plant acquisition adjustment -                                                                                    
      Entergy Gulf States                     391        -           -          -           -           -        -
Other                                          91        -          23          -           -          68        -
Construction work in progress                 937       87         145         85          44          36       24
Nuclear fuel                                  435      114          57         64           -           -       49
      (leased and owned)                                                                                          
Accumulated provision for                                                                                         
      decommissioning (1)                    (454)    (283)        (73)       (98)           -           -        -
                                          -------------------------------------------------------------------------
                   Utility plant - net    $16,497   $3,066      $4,208     $3,316      $1,196        $349   $2,208
                                          =========================================================================
</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>
2000   2.9%         3.2%       2.4%          3.0%        2.5%          3.1%        3.3%
1999   2.9%         3.2%       2.4%          2.9%        2.4%          3.0%        3.3%
1998   3.0%         3.3%       2.6%          3.0%        2.5%          3.1%        3.3%

</TABLE>


      AFUDC  represents  the  approximate net composite  interest  cost  of
borrowed  funds  and  a  reasonable return on the  equity  funds  used  for
construction.  Although AFUDC increases both utility plant and earnings, it
is 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,   2000,   the  subsidiaries'  investment   and   accumulated
depreciation in each of these generating stations were as follows:


<TABLE>                                             
<CAPTION>
                                           Total                     
                                          Megawatt                            Accumulated
 Generating Stations       Fuel-Type     Capability   Ownership   Investment  Depreciation
                                                                (In Millions)
<S>                     <C>                   <C>     <C>      <C>        <C>     <C>
Entergy Arkansas                                                                  
 Independence           Unit 1                Coal      836    31.50%    $117     $58
                        Common Facilities     Coal             15.75%      30      14
 White Bluff            Units 1 and 2         Coal    1,659    57.00%     405     219
Entergy Gulf States                                                                
 Roy S. Nelson          Unit 6                Coal      550    70.00%     403     208
 Big Cajun 2            Unit 3                Coal      575    42.00%     228     111
Entergy Mississippi -                                                              
 Independence           Units 1 and 2  and    Coal    1,678    25.00%     227      99
                        Common Facilities
System Energy -                                                                    
 Grand Gulf             Unit 1              Nuclear   1,210   90.00%(1) 3,531   1,408
Entergy Power -                                                                    
 Independence           Unit 2                Coal      842    14.37%      76      31
                        Common Facilities     Coal              7.18%       5       3


</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.

Project Development Costs

      Entergy  capitalizes  costs  incurred in  developing  projects  after
achieving  certain milestones that indicate that completion of the  project
is  probable.  These costs include salaries, incremental indirect costs and
amounts  paid  to outside parties for such expenses as legal,  engineering,
accounting,  and  other  incremental  direct  costs.   Capitalized  project
development  costs are transferred to construction in progress  during  the
construction phase and to electric plant after commencement of  operations.
Capitalized  costs are amortized over the life of operational  projects  or
charged  to  expense  if  management determines  that  the  costs  are  not
recoverable through operations of the project.

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 portion allocable  to  the
deregulated operations of Entergy Gulf States) are being amortized over the
life of the related new issuances, in accordance with ratemaking treatment.

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 $128 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 was greater by approximately 1,960,858 shares
in  2000,  199,000  shares in 1999, and 176,000 shares in  1998,  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 and 149,000  shares  of
common  stock  at various prices were outstanding at the end  of  1999  and
1998,  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.   At  the  end  of  2000,  all  outstanding  options,   totaling
11,468,316, were included in the computation of diluted earnings per  share
as  a result of the average market price of the common shares being greater
than the exercise prices.

Application of SFAS 71

     The domestic utility companies and System Energy currently account for
the  effects of regulation pursuant to SFAS 71, "Accounting for the Effects
of  Certain Types of Regulation."  This statement applies to the  financial
statements  of  a rate-regulated enterprise that meet three criteria.   The
enterprise must have rates that (i) are approved by 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.  A significant
majority  of  Entergy's  regulatory assets, net of related  regulatory  and
deferred tax liabilities, earn a return on investment during their recovery
periods.   SFAS  71  requires that rate-regulated  enterprises  assess  the
probability  of  recovering their regulatory assets at each  balance  sheet
date.  When an enterprise concludes that recovery of a regulatory asset  is
no  longer probable, the regulatory asset must be removed from the entity's
balance sheet.

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

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

      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
competition" 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, 2000, 1999, and 1998  are  as  follows  (in
thousands):

                                                    2000      1999       1998
                                                                           
Operating revenues                                $200,023  $166,509   $178,303
Operating expenses                                                            
        Fuel, operating, and maintenance           141,822   126,917    137,579
        Depreciation                                36,158    35,141     39,497
                                                  --------  --------   --------
Total operating expense                            177,980   162,058    177,076
Income tax expense                                   8,278       628      1,154
                                                  --------  --------   --------
Net income from deregulated utility operations     $13,765    $3,823        $73
                                                  ========  ========   ========

      The net investment associated with these deregulated operations as of
December 31, 2000 and 1999 was approximately $822 million and $835 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  $1.5
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, 2000 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  was  implemented  effective
January  1,  2001.   This  statement  requires  that  all  derivatives   be
recognized in the balance sheet, either as assets or liabilities,  measured
at  fair  value.  The changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether  a derivative is designated as part of a hedge transaction and,  if
it  is, the type of hedge transaction. For fair-value hedge transactions in
which  Entergy  is  hedging  changes in an asset's,  liability's,  or  firm
commitment's  fair  value,  changes in the fair  value  of  the  derivative
instrument  will generally be offset in the income statement by changes  in
the  hedged  item's fair value. For cash-flow hedge transactions  in  which
Entergy is hedging the variability of cash flows related to a variable-rate
asset, liability, or a forecasted transaction, changes in the fair value of
the  derivative instrument will be reported in other comprehensive  income.
The  gains  and  losses on the derivative instrument that are  reported  in
other  comprehensive income will be reclassified as earnings in the periods
in  which earnings are impacted by the variability of the cash flows of the
hedged  item.  The ineffective portion of all hedges will be recognized  in
current-period earnings.

      Entergy utilizes derivative financial instruments primarily  for  the
following purposes:

     o trading activity in its power marketing and trading business;
     o to ensure adequate power supplies and to mitigate certain risks in the
       domestic utility business; and
     o to hedge cash flows for various transactions in its competitive
       businesses.
     
The  implementation  of  SFAS  133  did not  materially  impact  the  power
marketing  and  trading business, as its derivative  portfolio  is  already
marked-to-market under the provisions of EITF 98-10, "Measuring  the  Value
of  Energy-Related Contracts".  Effective January 1, 2001, Entergy recorded
a  net-of-tax  cumulative-effect-type  adjustment  of  approximately  $18.0  
million reducing accumulated other comprehensive income to recognize at fair
value all  derivative  instruments  that   are   designated   as  cash-flow  
hedging instruments, primarily for interest rate swaps and foreign currency 
forward contracts related to Entergy's competitive businesses.

      The  FASB's  Derivatives Implementation Group (DIG) is considering  a
number of issues affecting the power industry.  Entergy's interpretation of
these  issues  in  its  initial implementation of  SFAS  133  is  based  on
management's application of existing accounting literature.  To the  extent
that  the  DIG ultimately interprets these issues differently than Entergy,
Entergy's  financial statements could be materially affected, although  the
amount of the possible effect cannot be quantified at this time.

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  as
of  January 1, 2002.  With retail open access, generation operations  would
become a competitive business, but transmission and distribution operations
will  continue  to  be  regulated either by  federal  or  state  regulatory
commissions.   In November 2000, the APSC issued a report  to  the  General
Assembly on the status of deregulation implementation and recommended  that
the  deregulation statute remain as passed in 1999 except that  the  target
date for retail open access be delayed until no sooner than October 1, 2003
and  no  later  than  October  1, 2005.  The  investor-owned  utilities  in
Arkansas  signed  a settlement agreement that supported the recommendation.
During  the  2001  legislative  session, the  General  Assembly  passed  an
amendment  to the deregulation statute to adopt the APSC recommendation  to
amend  the  target date for retail open access.  The amendment  was  signed
into  law  by the governor in February 2001.  Besides delaying  the  target
date,  the amendment includes two new criteria that will allow the APSC  to
delay  the retail open access date beyond the October 1, 2003 target.   The
additional criteria that could cause further delay include:

     o most customers would not have a reasonable opportunity to realize net
       benefits, specifically including relative price benefits for residential
       and small business customers; or
     o demonstrably  effective  market structures  are  not  in  place,
       particularly  a  regional transmission organization or  insufficient
       generation and transmission capacity.
     
Other provisions of the currently enacted law:
     
     o require utilities to separate (unbundle) their costs into generation,
       transmission, distribution, and customer service functions;
     o require customer service functions to be further unbundled  into
       competitive and regulated services based on the APSC's determination that
       billing services be competitive as of retail open access;
     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
       or other mitigation measures;
     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 and one year for other
       utilities.
     
     Entergy    Arkansas    filed   separate   generation,    transmission,
distribution, and customer service rates with the APSC in December 1999 and
also  filed  notice  of  its  intent to  recover  stranded  costs.   Should
utilities that have filed notice of stranded cost recovery determine  that,
due  to  the  delay in retail open access, stranded cost  recovery  is  not
required, notice of intent to withdraw from seeking stranded cost  recovery
must be filed by December 31, 2001.  Entergy Arkansas' unbundled rates were
based  on  the  cost-of-service study that formed the basis  of  the  rates
included  in the 1997 settlement agreement.  In October 2000, a  settlement
agreement was filed settling all outstanding issues except one rate  design
issue.   In December 2000, the APSC approved the unbundled rates as  filed,
approved  the  October  2000 settlement agreement, and  ordered  compliance
tariffs  be  filed  within  60 days.  Bundled rates  will  continue  to  be
effective until six months prior to retail open access.
     
     The  APSC and various participants in the industry, including  Entergy
Arkansas,  are  involved  in  the  ongoing  process  of  implementing   the
legislation  through  various  rulemaking  and  other  proceedings.    Some
rulemakings were suspended in late 2000 in anticipation of a delay  in  the
target  date for retail open access.  In compliance with the provisions  of
the  deregulation  law and as a result of rulemakings  concluded  in  2000,
Entergy Arkansas has:
     
     o filed a functional, but not corporate, unbundling plan with the APSC
       in August 2000.  The functional unbundling plan initially establishes
       separate business units for distribution, generation, and a new retail
       energy service provider. The plan contemplates the transfer of 
       transmission assets to the Transco discussed herein.  The functional 
       unbundling plan is tentative because the regulatory requirements to 
       implement the retail open access law have not been finalized, and 
       changes to the plan are possible;
     o filed  a  compliance plan in October 2000 detailing the specific
       procedures to ensure that the affiliate rules are implemented;
     o filed unbundled compliance tariffs in February 2001;
     o filed a market power study in October 2000 in accordance with the
       guidelines  adopted by the APSC.  The study included both  wholesale
       generation and retail markets and examined vertical and horizontal market
       power issues.  Due to the delay in retail open access, Entergy Arkansas
       will file an updated study in 2001 reflecting any changes in generation
       supply in the study region;
     o agreed to file the stranded cost proceedings following the market
       power proceeding; and
     o participated in various rulemakings related to standard  service
       package offerings, the declaration of billing services as a competitive
       service, electronic data exchange, consumer education, and affiliate 
       rules.
     
     In  June  2000,  the  APSC  declared  that  billing  would  become   a
competitive  service at the beginning of retail open access.   In  December
2000, the APSC issued an order requiring utilities to file further customer
service  costs  from the competitive services costs.  In May 2001,  Entergy
Arkansas  will  file further unbundled customer service rates  to  separate
those  costs  associated with those billings services  that  were  declared
competitive  as  of retail open access from those customer  services  still
regulated by the APSC.
     
     In  December 2000, Entergy Arkansas filed an application for  approval
to transfer Entergy Arkansas' transmission assets to an independent company
(Transco).   This  transfer  of  transmission  assets  is  to  comply  with
establishing independent transmission operations in accordance with federal
and  state  deregulation  requirements.   Entergy's  Transco  proposal   is
discussed  in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT
FACTORS  AND KNOWN TRENDS - Open Access Transmission and Entergy's  Transco
Proposal".
     
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 investor-owned  electric
utilities, including Entergy Gulf States, on January 1, 2002.  With  retail
open  access, generation and a new retail electric provider operation  will
be  competitive  businesses, but transmission and  distribution  operations
will  continue to be regulated.  The new retail electric provider  will  be
the  primary point of contact with customers.  The provisions  of  the  new
law:
     
     o require a rate freeze through December 31, 2001 with rates reduced by
       6% beyond that for residential and small commercial customers of most
       incumbent utilities except Entergy Gulf States,whose rates are exempt 
       from the 6% reduction requirement.  These rates to residential and small
       commercial customers are known as the "Price to Beat", and they may be
       adjusted periodically after January 1, 2002 for fuel and purchased power
       costs according to PUCT rules;
     o require utilities to charge the Price to Beat rates through 2004, or
       until 40% of customers in the jurisdiction have chosen an alternative
       supplier, whichever comes first.  However, the Price to Beat rates must
       continue to be made available through 2006;
     o require utilities to submit a plan to separate (unbundle)  their
       generation, transmission and distribution, and retail electric provider
       functions, which Entergy Gulf States filed in January 2000 as discussed
       below;
     o require utilities to comply with a code of conduct to ensure that
       utilities do not allow affiliates to have a business advantage  over
       competitors;
     o require operation in a non-discriminatory manner of transmission and
       distribution facilities by an organization independent from the 
       generation and retail operations by the time competition is implemented;
     o allow for recovery of stranded costs incurred in purchasing power and
       providing electric generation service if the costs are approved by the
       PUCT;
     o allow securitization of regulatory assets and PUCT-approved stranded
       costs;
     o provide  for  the determination of and mitigation  measures  for
       generation market power; and
     o required  utilities  to file separated cost  data  and  proposed
       transmission, distribution,and competition transition tariffs by 
       April 1, 2000.
     
     Entergy  Gulf States filed its business separation plan with the  PUCT
in  January 2000 to separate its functions, and amended that plan  in  June
and  December 2000.  The plan provides that, by January 2002, Entergy  Gulf
States  will  be  divided  into  a  Texas  distribution  company,  a  Texas
transmission company, a Texas generation company, at least two Texas retail
electricity  providers,  and  a  Louisiana  company  that  will   encompass
distribution,  generation, transmission, and retail  operations.   In  July
2000,  the  PUCT  issued an interim order approving  the  amended  business
separation plan.  The plan provides that the Louisiana company would retain
the  liability for all debt obligations of Entergy Gulf States and that the
property of the Texas companies would be released from the lien of  Entergy
Gulf  States'  mortgage.  Except for the Texas retail  electric  providers,
each  of the Texas companies would assume a portion of Entergy Gulf States'
debt  obligations, which assumptions would not act to release the Louisiana
company's  obligations.   Except for the Texas retail  electric  providers,
each  of  the Texas companies would also grant a lien on its properties  in
favor  of  the Louisiana company to secure its obligations to the Louisiana
company  in  respect  of the assumed obligations.  In addition,  under  the
plan,  Entergy  Gulf States will refinance or retire the  Texas  companies'
portion  of  existing debt by the end of 2004.  Regulatory  approvals  from
FERC,  the  SEC,  and the LPSC, and final approval from the  PUCT  will  be
required before the business separation plan can be implemented.  Remaining
business  separation issues in Texas subsequent to the  July  2000  interim
order will be addressed in the cost unbundling proceeding before the PUCT.
     
     The  LPSC  has  opened a docket to identify the changes  in  corporate
structure  of Entergy Gulf States, and their potential impact on  Louisiana
retail  ratepayers,  resulting from restructuring in  Texas  and  Arkansas.
Entergy Gulf States filed testimony in that proceeding in August 2000.  The
LPSC  staff  filed testimony in that proceeding in October 2000 criticizing
Entergy  Gulf States' proposal, particularly the part related to the  Texas
portion  of  generation assets being transferred to an unregulated  entity.
Entergy  Gulf  States filed rebuttal testimony in December 2000.   A
procedural schedule has not been set.
     
     Beginning  January  1,  2002, the market power measures  in  the  open
access  law  will prohibit Entergy Gulf States from owning and  controlling
more  than 20% of the installed generation capacity located in, or  capable
of  delivering  electricity to, a "power region", which  is  defined  as  a
distinct  region of NERC.  In seeking PUCT approval of the Merger,  Entergy
and  FPL Group are required to demonstrate that the merged company will not
exceed  this  threshold.  However, all the implications of this  limit  are
uncertain for Entergy Gulf States and Entergy.  It is possible that Entergy
Gulf States could decide to divest some of its generation assets or seek to
reduce  transmission constraints if Entergy Gulf States is  found  to  have
generation  market  power in excess of this limit.   The  legislation  also
requires affected utilities to sell at auction entitlements to at least 15%
of  their  installed generation capacity in Texas at least 60  days  before
January 1, 2002.  The obligation to auction capacity entitlements continues
for  up  to  60  months  after January 1, 2002, or  until  40%  of  current
customers 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.  The Provider of Last Resort (POLR) rule was approved by
the  PUCT  in October 2000, requiring that such a provider exist  in  every
area  of the state and setting up the process by which such a provider will
be  selected  and its services priced.  The PUCT received bids from  retail
electric providers seeking to become the POLR in each area in January 2001.
The PUCT has stated its preference that the POLR not be the retail electric
provider  that  is  affiliated  with the incumbent  utility  in  the  area.
However,  depending  on  the outcome of the bidding process,  Entergy  Gulf
States' affiliate retail electric provider may be required to provide  POLR
service  in  Entergy  Gulf  States' service territory.   This  may  have  a
material  financial  impact  on the Entergy  Gulf  States  retail  electric
provider depending on the terms and prices eventually approved by the  PUCT
for POLR service.
          
     On  March  31,  2000, pursuant to the Texas restructuring legislation,
Entergy  Gulf  States  filed  cost data with the  PUCT  for  its  unbundled
business  functions  and  proposed tariffs for its  unbundled  distribution
utility.   In  the  filing,  Entergy Gulf States is  seeking  approval  for
recovery of the following, among other things:

     o the unbundled distribution utility's cost of service; and
     o a ten-year nonbypassable charge to recover estimated stranded costs
       and a nonbypassable charge to recover nuclear decommissioning costs.
     
Also  included in the proceeding is consideration of the treatment  of  the
30%  share  of  River Bend acquired from Cajun, which Entergy  Gulf  States
treats as an asset not subject to regulation by the PUCT.

     On  March  6,  2001, Entergy Gulf States filed with the  PUCT  a  non-
unanimous  settlement  agreement  in the  unbundled  cost  proceeding  that
establishes the distribution revenue requirement.  The settlement agreement
is between Entergy Gulf States, the PUCT Staff, and other parties. Pursuant
to a generic rule prescribed by  the  PUCT,  Entergy  Gulf  States' allowed
return on equity will be 11.25%.  The  generic capital structure prescribed
by the PUCT is 60% debt and 40% equity.  Also in  the settlement agreement,
the parties agree that Entergy Gulf States'  stranded  costs  and  benefits
are $0, and no charge to recover  stranded  costs will  be implemented.   A
rider  to  recover  nuclear  decommissioning   costs  will  be implemented.
Hearings before the PUCT on approval of the  settlement   are scheduled  to
begin in April 2001.  Management cannot predict the timing  or  outcome  of
this proceeding.
    
Louisiana

(Entergy Corporation, Entergy Gulf States, and Entergy 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.   In
January 2001, a draft response was circulated among interested parties.  It
is  expected that, after a comment period, a final staff response  will  be
presented to the LPSC in April 2001.

      See  above  under  "Texas"  for discussion  of  the  LPSC  proceeding
considering Entergy Gulf States' business separation plan.

Mississippi

(Entergy Corporation and Entergy Mississippi)

     In  May  2000,  after  two  years of studies and  hearings,  the  MPSC
announced  that  it was suspending its docket studying the opening  of  the
state's  retail  electricity markets to competition.  The  MPSC  based  its
decision  on  its finding that competition could raise the  electric  rates
paid  by  residential and small commercial customers.  The  final  decision
regarding the introduction of retail competition ultimately lies  with  the
Mississippi  Legislature, which is holding its 2001  session  from  January
through  March.   Management cannot predict when, or if,  Mississippi  will
deregulate its retail electricity market, but does not expect it  to  occur
before 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 plans that were filed  by  the
other  domestic  utility  companies.   No  procedural  schedule  has   been
established for consideration of that plan by the Council.

     In October 1998, the Council began proceedings to determine if natural
gas  retail competition is in the public interest.  Advisors to the Council
issued  a final report that proposed various pilot programs and found  that
retail  gas  open access is not in the public interest at this  time.   The
Council  accepted an offer of settlement from Entergy New Orleans  in  this
matter  that allows for a voluntary pilot program for a limited  number  of
large industrial non-jurisdictional gas customers.

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.

     In  June  2000, Entergy Arkansas filed an application to continue  the
stranded  cost  mitigation efforts agreed upon in the settlement  agreement
including  the  funding of a transition cost account  and  the  accelerated
amortization  of  the Grand Gulf obligation.  In December  2000,  the  APSC
approved  a settlement agreement that directed Entergy Arkansas to  do  the
following:

     o seek FERC approval for the cessation of the accelerated payment of the
       Grand Gulf purchased power obligation as of July 1, 2001,and approval was
       applied for in February 2001; and
     o continue the collection of excess earnings in a transition  cost
       account at least through 2002.

Entergy  Arkansas' 2000 operating expenses reflect reserves of $4.4 million
($2.7  million  net  of  taxes) to record the final determination  of  1999
excess earnings.  Interest of $5.2 million ($3.2 million net of taxes)  was
also recorded in the transition cost account for 2000.  As of December  31,
2000,  the  transition  cost account balance was $119.6  million.   Entergy
Arkansas  applied $17.5 million ($10.7 million net of tax) of  2000  excess
earnings  recorded in the third quarter 2000 against 2000 ice storm  damage
expenses.   For additional information on the December 2000 ice  storms  in
Arkansas, refer to "December 2000 Ice Storms" discussed below.

     In March 2000, 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 collect an under-recovery of energy  costs  for
1999.  The increased energy cost rate is effective April 2000 through March
2001.
     
     In October 2000, the APSC ordered Entergy Arkansas to cease collection
of  funds to decommission ANO 1 and 2 for the calendar year 2001.  Based on
anticipated  approval of Entergy's application with the NRC to  extend  the
license  of ANO 1 by 20 years, the APSC concluded that the funds previously
collected will be sufficient to decommission the units.  This decision will
be  reviewed  annually  and reflected in Entergy Arkansas'  filing  of  its
annual determination of the nuclear decommissioning rate rider.
     

Filings with the PUCT and Texas Cities

Rate Proceedings  (Entergy Corporation and Entergy Gulf States)

     In  June  1999, the PUCT approved a settlement agreement that  Entergy
Gulf  States  entered  into  in February 1999.   The  settlement  agreement
resolved Entergy Gulf States' 1996 and 1998 rate proceedings and all of the
settling  parties' pending appeals in other matters, except for the  appeal
in  the  River Bend abeyed cost recovery proceeding discussed  below.   The
Office  of  Public  Utility Counsel, an intervenor in the  proceeding,  has
appealed  certain  aspects  of this settlement to  Travis  County  District
Court.  Entergy Gulf States cannot predict the 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
       through December 2001 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 abeyed plant costs appeal is
       limited to $115 million net plant in service as of January 1, 2002, less
       depreciation over the remaining life of the plant beginning January 1, 
       2002 through the date the plant costs are included in rate base, and any 
       such recovery will not be used to increase rates above the level agreed 
       to in the settlement agreement (see "Recovery of River Bend Costs" in 
       this note for further discussion).
     
      As  a result of the settlement agreement, in June 1999, Entergy  Gulf
States:

     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.   The  PUCT
approved the final refund and concluded the proceeding in June 2000.
     
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 added to the net book  value  of  the
River  Bend  plant for regulatory purposes.  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, unless otherwise ordered by the  PUCT.   The
calculation  for the factor that was implemented in September  2000  showed
that  the  fuel factor should be increased.  This fuel factor increase  was
approved  by  the PUCT in August 2000. The amounts collected under  Entergy
Gulf  States'  fixed  fuel factor are the subject  of  fuel  reconciliation
proceedings before the PUCT, including a fuel reconciliation case filed  by
Entergy Gulf States in January 2001.  In connection with the implementation
of  restructuring in Texas, Entergy Gulf States anticipates  that  it  will
file  a  final  fuel  reconciliation in March 2003 for  the  period  ending
December 31, 2001.
     
     Entergy  Gulf  States filed a fuel reconciliation case  in  July  1999
reconciling  approximately $731 million (after excluding approximately  $14
million  related to Cajun issues to be handled in a subsequent  proceeding)
of fuel and purchased power costs incurred from July 1996 to February 1999.
In February 2000, Entergy Gulf States reached a settlement with all but one
of  the  parties  to the proceeding.  The settlement reduced  Entergy  Gulf
States' requested surcharge in the reconciliation filing from $14.7 million
to $2.2 million.  In April 2000, the PUCT approved this settlement allowing
Entergy  Gulf  States to recover the $2.2 million surcharge beginning  with
the April 2000 billing cycle and continuing until January 2001.
     
     In  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.  An administrative appeal of  the
interim  fuel  surcharge  was  filed by certain  cities  in  Travis  County
District  Court.   Entergy Gulf States cannot predict the outcome  of  this
appeal.   The fuel and purchased power expenses contained in this surcharge
are subject to the current fuel reconciliation proceeding.
     
     In  September 2000, Entergy Gulf States requested an interim surcharge
to collect the under-recovered fuel and purchased power expenses, including
accrued interest, incurred from August 1999 through July 2000.  In December
2000,  the PUCT issued an order approving Entergy Gulf States' request  for
the  collection  of  $79.0  million over an eleven-month  period  beginning
February 2001.
     
     In  January 2001, Entergy Gulf States filed a fuel reconciliation case
covering  the  period from March 1, 1999 to August 31, 2000.  Entergy  Gulf
States  is  reconciling approximately $583 million of  fuel  and  purchased
power  costs.   As part of this filing, Entergy Gulf States  requested  the
collection  of  $28  million  plus interest  of  under-recovered  fuel  and
purchased power costs.

     In March 2001, Entergy Gulf States  filed an application with the PUCT
requesting  an  interim  surcharge  to  collect  under-recovered  fuel  and
purchased power expenses  incurred  from  September  2000  through  January 
2001.  Entergy Gulf States  is requesting the recovery of $82 million, plus
interest, from July through December 2001. The request is currently pending
before the PUCT  and  an  order  is  expected by  June  2001.  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  June  2000,  the LPSC approved a settlement between  Entergy  Gulf
States  and  the  LPSC  staff  to refund $83 million,  including  interest,
resolving refund issues in Entergy Gulf States' second, third, fourth,  and
fifth  post-merger earnings reviews filed with the LPSC in May 1995,  1996,
1997,  and  1998,  respectively.  The refund was made  over  a  three-month
period beginning July 2000.
     
     Although  refund  issues in the third, fourth, and  fifth  post-merger
earnings  reviews  were  resolved  by the  June  2000  settlement,  certain
prospective issues remained in dispute following the settlement.  On remand
from the Louisiana Supreme Court in the third earnings review, Entergy Gulf
States'  allowed return on common equity was reset at 10.83%.   The  fourth
earnings  review is currently on appeal at the Nineteenth Judicial District
Court.   A  final  decision from the LPSC in the fifth earnings  review  is
expected in the first or second quarter of 2001.
     
     In  May 1999, Entergy Gulf States filed its sixth required post-merger
earnings  analysis with the LPSC. Hearings were held in February  and  June
2000.  The timing of a final decision in the proceeding is not certain.
     
     In  May  2000,  Entergy Gulf States filed its seventh  required  post-
merger  earnings analysis with the LPSC.  This filing will  be  subject  to
review  by  the LPSC, which may result in a change in rates.  Entergy  Gulf
States  also  is  proposing that the allowed return  on  common  equity  be
increased to 11.60%.  Hearings are scheduled for April 2001.

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  April  1999,  Entergy  Louisiana  submitted  its  fourth  annual
performance-based formula rate plan filing for the 1998 test year.  A  rate
reduction  of $15.0 million was implemented effective August 1,  1999.   In
May 2000, the LPSC ordered a $6.4 million refund.  This refund was made  in
July 2000.

     In May 2000, Entergy Louisiana submitted its fifth annual performance-
based formula rate plan filing for the 1999 test year.  As a result of this
filing,  Entergy Louisiana implemented a $24.8 million base rate  reduction
in  August  2000.  Entergy Louisiana is proposing to increase prospectively
the  allowed  return  on  common equity from 10.5 %  to  11.6%,  which,  if
approved, would reduce the amount of any rate reduction implemented.   This
filing will be subject to review by the LPSC. A procedural schedule has not
yet been established by the LPSC.

      As  approved by the LPSC, Entergy Louisiana will continue its  annual
performance-based formula rate plan filings for an additional year  with  a
filing to be made in April 2001.

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  alleged
violations  by  the defendants of Louisiana's antitrust laws in  connection
with the costs included in fuel filings with the LPSC and passed through to
ratepayers.   Among  other  things,  the  plaintiffs  allege  that  Entergy
Louisiana improperly introduced certain costs into the calculation  of  the
fuel  charges,  including high-cost electricity imprudently purchased  from
its  affiliates  and high-cost gas imprudently purchased  from  independent
third  party  suppliers.  In addition, plaintiffs seek to recover  interest
and  attorneys' fees.  Plaintiffs also requested that the LPSC  initiate  a
review  of  Entergy Louisiana's monthly fuel adjustment charge filings  and
force  restitution  to ratepayers of all costs that the  plaintiffs  allege
were  improperly included in those fuel adjustment filings.  A few  parties
have  intervened  in the LPSC proceeding.  In direct testimony,  plaintiffs
purport  to quantify many of their claims for the period 1989 through  1998
in an amount totaling $544 million, plus interest.

      Entergy Louisiana has reached an agreement in principle with the LPSC
staff  for the settlement of the matter before the LPSC and has executed  a
definitive  agreement with the plaintiffs for the settlement of the  matter
before  the  LPSC  and the state court.  The LPSC approved  the  settlement
agreement  following  a fairness hearing before an ALJ  in  November  2000.
Plaintiffs  have sought class certification and approval of the  settlement
by  the  state court, and a hearing on those issues is scheduled for  April
2001.

      Under the terms of the settlement agreement, Entergy Louisiana agrees
to  refund  to  customers approximately $72 million to resolve  all  claims
arising  out  of or relating to Entergy Louisiana's fuel adjustment  clause
filings from January 1, 1975 through December 31, 1999, except with respect
to  purchased  power and associated costs included in the  fuel  adjustment
clause  filings for the period May 1 through September 30,  1999.   Entergy
Louisiana previously provided reserves for the refund.  Under the terms  of
the  settlement,  Entergy  Louisiana also  consents  to  future  fuel  cost
recovery  under  a  long-term gas contract based on a  formula  that  would
likely result in an under-recovery of actual costs under that contract  for
the  remainder  of  its term, which runs through 2013.  The  future  under-
recovery cannot be precisely estimated at this time because it will  depend
upon  factors that are not certain, such as the price of gas and the amount
of  gas  purchased under the long-term contract.  In recent years,  Entergy
Louisiana has made purchases under that contract totaling from $91  million
to   $121  million  annually.   Had  the  proposed  settlement  terms  been
applicable  to such purchases, the under-recoveries would have ranged  from
$4 million to $9 million per year.

Filings with the MPSC

Formula Rate Plan Filings  (Entergy Corporation and Entergy Mississippi)

      In  March 2000, Entergy Mississippi submitted its annual performance-
based formula rate plan for the 1999 test year.  The filing indicated  that
no  change in rate levels was warranted and the current rate levels  remain
in effect.

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

MPSC Fuel Cost Review  (Entergy Corporation and Entergy Mississippi)

       In   December  2000,  the  MPSC  approved  an  increase  in  Entergy
Mississippi's  energy  cost recovery rider to collect  the  under-recovered
fuel  and  purchased power costs incurred as of September  30,  2000.   The
recovery  of $136.7 million, plus carrying charges, will occur over  a  24-
month  period effective with the first billing cycle of January  2001.   As
approved  by the MPSC, Entergy Mississippi will be making quarterly  energy
cost  recovery filings beginning in January 2001 to reflect under-recovered
fuel and purchased power costs from the second prior calendar quarter.

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.  Entergy New Orleans
made an offer to settle this matter in conjunction with the offer to settle
the  gas  retail  open  access issue, and the offer  was  accepted  by  the
Council.  Management has provided adequate reserves for the outcome of this
proceeding.
     
Fuel  Adjustment  Clause Litigation  (Entergy Corporation and  Entergy  New
Orleans)

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

      Plaintiffs  also filed this complaint with the Council  in  order  to
initiate a review by the Council of the plantiffs' 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.  In April 2000, testimony was filed
on  behalf  of  the plaintiffs in this proceeding.  The testimony  asserts,
among  other  things,  that Entergy New Orleans and other  defendants  have
engaged in fuel procurement and power purchasing practices that could  have
resulted  in  New  Orleans customers being overcharged  by  more  than  $59
million  over  a period of years.  However, it is not clear precisely  what
periods  and  damages are being alleged.  Entergy intends  to  defend  this
matter vigorously, both in court and before the Council.  Hearings will  be
held  in October 2001.  The ultimate outcome of the lawsuit and the Council
proceeding cannot be predicted at this time.

Purchased  Power  for Summer 2000 (Entergy Corporation,  Entergy  Arkansas,
Entergy  Gulf States, Entergy Louisiana, Entergy Mississippi,  and  Entergy
New Orleans)

      The domestic utility companies filed applications with the APSC,  the
LPSC,  the  MPSC, and the Council to approve the sale of power  by  Entergy
Gulf  States  from its unregulated, undivided 30% interest  in  River  Bend
formerly owned by Cajun to the other domestic utility companies during  the
summer  of  2000.   In addition, Entergy Gulf States and Entergy  Louisiana
filed  an  application with the LPSC for authorization to purchase capacity
and  electric  power  from  third parties for  the  summer  of  2000.   The
commissions  and Council approved the applications, with a  reservation  of
their  right  to  review the prudence of the purchases and the  appropriate
categorization  of  the  costs as either capacity  or  energy  charges  for
purposes of recovery.

     The LPSC reviewed the purchases and found that Entergy Louisiana's and
Entergy  Gulf  States'  costs  were prudently incurred,  but  decided  that
approximately  34% of the costs should be categorized as capacity  charges,
and  therefore should be recovered through base rates and not  through  the
fuel  adjustment  clause.  In November 2000, the LPSC  ordered  refunds  of
$11.1  million  for  Entergy Louisiana and $3.6 million  for  Entergy  Gulf
States,   for  which  adequate  reserves  have  been  made.   These   costs
categorized  as capacity charges will be included in the costs  of  service
used to determine the base rates of those companies.

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

      Entergy  Gulf  States  was  amortizing $182  million  of  River  Bend
operating  and  purchased power costs, depreciation, and  accrued  carrying
charges  over  a  20-year period.  In accordance with the June  1999  Texas
settlement  agreement  discussed above, Entergy Gulf States  reduced  these
deferred  costs  by  $93.9 million, for which adequate  reserves  had  been
recorded.   Entergy Gulf States also was allowed to amortize the  remainder
of  the  accelerated balance as of January 1, 1999, over three years  on  a
straight-line basis 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, 2000, the uncollected balance of Entergy New Orleans' deferred
costs was $11 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.

Proposed Rate Increase

(System Energy)

      System  Energy applied to FERC in May 1995 for a $65.5  million  rate
increase.   The  request sought changes to System Energy's  rate  schedule,
including   increases   in   the   revenue  requirement   associated   with
decommissioning  costs, the depreciation rate, and the rate  of  return  on
common  equity.   The  request  also 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  10.8%.
Other portions of System Energy's request for a rate increase were approved
by the ALJ.

      After a hearing, FERC issued an order in July 2000 in the proceeding.
FERC  affirmed the ALJ's adoption of a 10.8% return on equity, but modified
the  return to reflect changes in capital market conditions since the ALJ's
decision.   FERC  adjusted  the rate of return to  10.58%  for  the  period
December  1995  to the date of FERC's decision, and prospectively  adjusted
the  rate  of  return to 10.94% from the date of FERC's  decision.   FERC's
decision  also  changed  other  aspects of System  Energy's  proposed  rate
schedule,  including  the depreciation rate and decommissioning  costs  and
their methodology.

     System Energy has provided reserves for a potential refund to the rate
level  of  the  initial ALJ decision, including interest.   Management  has
analyzed  the effect of FERC's decision, and, given the reserve  in  place,
has concluded that a refund to the FERC decision rate level is not expected
to  have  a material adverse effect on Entergy's, System Energy's,  or  the
domestic utility companies' results of operations.  System Energy has filed
a  request  for  rehearing of FERC's order, which defers any refunds  until
after further FERC action.

(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.  Entergy Mississippi filed a  revised
deferral  plan  with  the MPSC in August 1998 that provided  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 was being amortized over the original  48-month
period,  which began in October 1998.  In August 2000, as a result  of  the
July   2000  FERC  Order  and  Entergy's  request  for  rehearing,  Entergy
Mississippi  filed  a  second revised deferral  plan  with  the  MPSC  that
provides  for  a  one year suspension of the recovery  of  the  ALJ  amount
deferred  prior  to  October 1998.  The amount of System Energy's  proposed
increase  in excess of the $11.8 million will also continue to be  deferred
until  the  issuance of a final order by FERC, or October  2002,  whichever
occurs  first.   These  deferred amounts, plus carrying  charges,  will  be
amortized over a 36-month period beginning in October 2002.

(Entergy New Orleans)

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

Grand Gulf Accelerated Recovery Tariff

(Entergy Arkansas)

      In  April  1998,  FERC  approved the Grand Gulf Accelerated  Recovery
Tariff  (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.   In
December  2000, the APSC approved an amendment to the settlement  agreement
that  directed Entergy Arkansas to seek FERC approval for the cessation  of
the  GGART as of July 1, 2001.  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.

December 2000 Ice Storms  (Entergy Arkansas)

     In  mid-  and late December 2000, two separate ice storms left 226,000
and 212,500 Arkansas customers, respectively, without electric power in its
service  area.  The storms were the most severe natural disasters  ever  to
affect  Entergy  Arkansas, causing damage to transmission and  distribution
lines,  equipment, poles, and facilities.  Of the $195 million of estimated
storm-related  costs,  approximately  $23 million were capitalized in 2000.
Entergy Arkansas  has  applied 2000 excess earnings to offset some of these
costs, and  Entergy  Arkansas  intends  to  seek approval from the APSC for
recovery of the  remaining  storm-related  costs.  Historically,  the  APSC
has allowed recovery of costs associated with the  restoration  of  service
from storms and other natural disasters. 


NOTE 3.   INCOME TAXES

      Income tax expenses for 2000, 1999, and 1998 consist of the following
(in thousands):


<TABLE>
<CAPTION>
             2000                        Entergy    Entergy    Entergy     Entergy      Entergy    System
                                Entergy  Arkansas Gulf States Louisiana   Mississippi New Orleans  Energy
<S>                             <C>       <C>         <C>        <C>        <C>           <C>      <C>
Current:                                                                                                   
  Federal                       $291,616  $51,042     $42,587    $83,369     ($24,598)    $10,530  $132,725
  Foreign                         11,555        -           -          -            -           -         -
  State                           51,293    9,694       6,737     12,926       (3,615)      1,706    19,750
                                ---------------------------------------------------------------------------
    Total                        354,464   60,736      49,324     96,295      (28,213)     12,236   152,475
Deferred -- net                  150,018   46,365      61,779     22,111       52,581        (129)  (67,509)
Investment tax credit                                                                                      
   adjustments -- net            (25,561)  (6,589)     (7,500)    (5,761)      (1,500)       (510)   (3,703)
                                ---------------------------------------------------------------------------
   Recorded income tax expense  $478,921 $100,512    $103,603   $112,645      $22,868     $11,597   $81,263
                                ===========================================================================

             1999                          Entergy    Entergy    Entergy      Entergy      Entergy     System
                                 Entergy  Arkansas  Gulf States Louisiana   Mississippi  New Orleans   Energy
Current:                                                                                                       
  Federal                        $452,568   $25,811     $64,991   $115,180         ($660)     $13,238  $121,733
  Foreign                          27,730         -           -          -             -            -         -
  State                            65,834     5,780      11,669     22,675           131        2,923    18,979
                                -------------------------------------------------------------------------------
    Total                         546,132    31,591      76,660    137,855          (529)      16,161   140,712
Deferred -- net                  (153,304)   26,335      13,513     (9,953)       19,566       (2,615)  (77,173)
Investment tax credit                                                                                          
   adjustments -- net             (36,161)   (3,914)    (15,008)    (5,534)       (1,500)        (516)   (9,688)
                                -------------------------------------------------------------------------------
   Recorded income tax expense   $356,667    54,012     $75,165   $122,368       $17,537      $13,030   $53,851
                                ===============================================================================

             1998                           Entergy     Entergy    Entergy     Entergy      Entergy    System
                                  Entergy   Arkansas  Gulf States Louisiana   Mississippi New Orleans  Energy
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>


      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 2000, 1999, and 1998 are (amounts in thousands):


<TABLE>
<CAPTION>

                                                 Entergy     Entergy     Entergy     Entergy     Entergy    System
               2000                   Entergy   Arkansas   Gulf States  Louisiana  Mississippi New Orleans  Energy
<S>                                   <C>         <C>          <C>        <C>          <C>          <C>     <C>
Computed at statutory rate (35%)      $416,443    $83,147      $99,380    $96,363      $21,644      $9,840  $61,253
Increases (reductions) in tax                                                                                      
      resulting from:                                                                                              
    State income taxes net of                                                                                      
        federal income tax effect       47,504     11,571       14,421     11,389        2,239         824    7,060
    Depreciation                        49,741     16,098        4,791     10,810        1,346       1,441   15,255
   Amortization of investment                                                                                      
        tax credits                    (23,783)    (5,112)      (7,664)    (5,520)      (1,500)       (507)  (3,480)
    Flow-through/permanent                                                                                         
        differences                    (18,495)    (5,596)     (10,032)    (1,623)        (825)       (401)     (18)
    US tax on foreign income             1,472          -            -          -            -           -        -
    Other -- net                         6,039        404        2,707      1,226          (36)        400    1,193
                                      -----------------------------------------------------------------------------
      Total income taxes              $478,921   $100,512     $103,603   $112,645      $22,868     $11,597  $81,263
                                      =============================================================================

Effective Income Tax Rate                40.3%      42.3%        36.5%      40.9%        37.0%       41.2%    46.4%
                                                                                                                   

                                                  Entergy    Entergy     Entergy     Entergy     Entergy     System
                1999                   Entergy   Arkansas  Gulf States  Louisiana  Mississippi New Orleans   Energy

Computed at statutory rate (35%)       $333,093    $43,164     $70,058   $109,948      $20,693     $11,196   $47,678
Increases (reductions) in tax                                                                                       
      resulting from:                                                                                               
    State income taxes net of                                                                                       
        federal income tax effect        49,487      6,949      18,805     13,741        1,982       1,930     6,080
    Depreciation                         49,460     18,429       4,718      9,577       (1,093)      2,232    15,597
   Amortization of investment                                                                                       
        tax credits                     (29,015)    (5,132)     (6,642)    (5,532)      (1,500)       (518)   (9,691)
    Flow-through/permanent                                                                                          
        differences                      (8,042)    (5,250)     (2,795)    (1,191)        (284)       (272)       27
    US tax benefit on foreign income     (9,584)         -           -          -            -           -         -
    Benefit of Entergy Corporation                                                                                  
        expenses                              -     (3,341)     (4,046)    (4,053)      (1,936)       (754)   (4,552)
    Change in valuation allowance       (46,315)         -           -          -            -           -         -
    Other -- net                         17,583       (807)     (4,933)      (122)        (325)       (784)   (1,288)
                                       -----------------------------------------------------------------------------
      Total income taxes               $356,667    $54,012     $75,165   $122,368      $17,537     $13,030   $53,851
                                       =============================================================================

Effective Income Tax Rate                 37.5%      43.8%       37.6%      39.0%        29.7%       40.7%     39.5%
                                                                                                                    


                                                     Entergy    Entergy     Entergy     Entergy     Entergy     System
                 1998                     Entergy   Arkansas  Gulf States  Louisiana  Mississippi New Orleans   Energy

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
   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)      (848)         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                             8,718       1,044         (15)     1,181       (2,321)        481      (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>


      Significant components of net deferred tax liabilities as of December
31, 2000 and 1999 are as follows (in thousands):


<TABLE>
<CAPTION>

                  2000                                   Entergy     Entergy      Entergy     Entergy      Entergy     System
                                            Entergy     Arkansas   Gulf States   Louisiana   Mississippi New Orleans   Energy
<S>                                       <C>           <C>        <C>           <C>           <C>          <C>       <C>
Deferred Tax Liabilities:                                                                                                       
    Net regulatory assets/(liabilities)    ($1,193,795)  ($197,577)   ($448,460)  ($249,983)    ($32,968)     $9,755   ($274,562)
    Plant-related basis differences         (3,073,388)   (536,667)  (1,034,502)   (746,275)    (216,102)    (65,066)   (413,200)
    Rate deferrals                            (159,147)    (17,554)      (1,594)          -     (111,044)    (28,955)          -
    Other                                     (223,095)   (132,928)      (9,971)    (60,390)      (4,052)     (2,682)    (17,019)
                                          --------------------------------------------------------------------------------------
        Total                               (4,649,425)   (884,726)  (1,494,527) (1,056,648)    (364,166)    (86,948)   (704,781)
                                          --------------------------------------------------------------------------------------
Deferred Tax Assets:                                                                                                            
    Accumulated deferred investment                                                                                             
        tax credit                             168,841      34,626       44,526      45,173        7,424       2,852      34,240
    Capital loss carryforwards                  39,091           -            -           -            -           -           -
    Foreign tax credits                         98,468           -            -           -            -           -           -
    Sale and leaseback                         229,169           -            -     103,200            -           -     125,969
    Removal cost                               105,842         872       27,101      65,690          203      11,976           -
    Unbilled revenues                           25,790           -       13,143           -        4,845       7,802           -
    Pension-related items                       27,554           -        7,874       7,889       (2,335)      6,217       2,926
    Rate refund                                152,408           -       25,607      35,803            -           -     123,306
    Reserve for regulatory adjustments         117,437           -      117,437           -            -           -           -
    Transition cost accrual                     43,568      43,568            -           -            -           -           -
    Other                                      259,938      34,642       49,688      20,986            -       7,804      25,187
    Valuation allowance                        (93,413)          -            -           -            -           -           -
                                         ---------------------------------------------------------------------------------------
        Total                                1,174,693     113,708      285,376     278,741       10,137      36,651     311,628
                                         ---------------------------------------------------------------------------------------
        Net deferred tax liability         ($3,474,732)  ($771,018) ($1,209,151)  ($777,907)   ($354,029)   ($50,297)  ($393,153)
                                         =======================================================================================
</TABLE>
 


<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>



      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 2001 and 2004.

     At December 31, 2000, unremitted earnings of foreign subsidiaries were
approximately   $58.7  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, 2000 (there were no borrowings outstanding
from external sources):

                                            Outstanding
                                Authorized   Borrowings
                                         (In Millions)
                                             
           Entergy Arkansas       $235         $30.7
           Entergy Gulf States     340             -
           Entergy Louisiana       225             -
           Entergy Mississippi     103          33.3
           Entergy New Orleans      35           5.7
           System Energy           140             -
                                ------         -----
           Total                $1,078         $69.7
                                ======         =====      

      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
$153.2 million outstanding as of December 31, 2000 borrowed from the  money
pool.   Some  of  these  borrowings  are  restricted  as  to  use  and  are
collateralized by certain assets.

      In  May  2000,  Entergy Corporation amended its 364-day  bank  credit
facility,  increasing the capacity from $250 million to  $500  million,  of
which  $387 million was outstanding as of December 31, 2000.  The weighted-
average  interest rate on Entergy's outstanding borrowings as  of  December
31,  2000  and 1999 was 7.43% and 7.48%, respectively.  The commitment  fee
for  this facility is currently 0.15% 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.
      Entergy  Arkansas,  Entergy Louisiana, and Entergy  Mississippi  each
obtained  364-day credit facilities in 2001, and the lines have been  fully
drawn.   Entergy Arkansas will primarily use the proceeds to pay for  costs
incurred  in  the December 2000 ice storms.  Entergy Louisiana and  Entergy
Mississippi  will  use  the  proceeds for general  corporate  purposes  and
working capital needs.  The facilities have variable interest rates and the
average  commitment fee is 0.13%.  The amounts and dates obtained  for  the
facilities follow:

                                 Amount of    
                Company           Facility    Date Obtained
                                              
          Entergy Arkansas      $ 63 million  January 31, 2001
          Entergy Louisiana     $ 30 million  January 31, 2001
          Entergy Mississippi   $ 25 million  February 2, 2001

      In  2001,  Entergy,  Entergy Mississippi,  and  Entergy  New  Orleans
requested  an increase from the SEC in their current authorized  short-term
borrowing  limits, which includes borrowings through the money  pool.   The
increases requested are as follows:

             Company            Current Limit   Requested Limit
                                               
  Entergy Mississippi            $ 103 million    $ 160 million
  Entergy New Orleans            $  35 million    $ 100 million
  Other Entergy subsidiaries     $ 265 million    $ 420 million

The  request will increase the current SEC authorized short-term  borrowing
limits  for  the  domestic utility companies and System Energy,  which  are
effective through November 30, 2001, from $1.078 billion to $1.2 billion.

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, 2000, and 1999 were:


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2000       1999        2000        1999          2000 
                                                         (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Arkansas Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.32% Series                      70,000      70,000    $  7,000   $  7,000       $103.65
   4.72% Series                      93,500      93,500       9,350      9,350        107.00
   4.56% Series                      75,000      75,000       7,500      7,500        102.83
   4.56% 1965 Series                 75,000      75,000       7,500      7,500        102.50
   6.08% Series                     100,000     100,000      10,000     10,000        102.83
   7.32% Series                     100,000     100,000      10,000     10,000        103.17
   7.80% Series                     150,000     150,000      15,000     15,000        103.25
   7.40% Series                     200,000     200,000      20,000     20,000        102.80
   7.88% Series                     150,000     150,000      15,000     15,000        103.00
  Cumulative, $0.01 par value:
   $1.96 Series (a)                 600,000     600,000      15,000     15,000         25.00
                                  ---------   ---------    --------   --------
     Total without sinking fund   1,613,500   1,613,500    $116,350   $116,350
                                  =========   =========    ========   ========
</TABLE>



<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2000       1999        2000        1999          2000 
                                                          (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    $      -   $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                   312,329     350,000      31,233     35,000        101.80
                                  ---------   ---------    --------   --------
     Total without sinking fund     476,767     514,438    $ 47,677   $ 51,444
                                  =========   =========    ========   ========
 With sinking fund:
   Adjustable Rate - A, 7.02%(c)    132,024     144,000    $ 13,202   $ 14,400       $100.00
   Adjustable Rate - B, 7.03%(c)    175,562     202,500      17,556     20,250        100.00
                                  ---------   ---------    --------   --------
     Total with sinking fund        307,586     346,500    $ 30,758   $ 34,650
                                  =========   =========    ========   ========
Fair Value of Preference Stock and
 Preferred Stock with sinking fund (e)                     $ 29,475   $183,357
                                                           ========   ========
</TABLE>



<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2000       1999        2000        1999          2000 
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Louisiana Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.96% Series                      60,000      60,000    $  6,000   $  6,000       $104.25
   4.16% Series                      70,000      70,000       7,000      7,000        104.21
   4.44% Series                      70,000      70,000       7,000      7,000        104.06
   5.16% Series                      75,000      75,000       7,500      7,500        104.18
   5.40% Series                      80,000      80,000       8,000      8,000        103.00
   6.44% Series                      80,000      80,000       8,000      8,000        102.92
   7.84% Series                     100,000     100,000      10,000     10,000        103.78
   7.36% Series                     100,000     100,000      10,000     10,000        103.36
  Cumulative, $25 par value:
   8.00% Series                   1,480,000   1,480,000      37,000     37,000         25.00
                                  ---------   ---------    --------   --------
     Total without sinking fund   2,115,000   2,115,000    $100,500   $100,500
                                  =========   =========    ========   ========
 With sinking fund:
   8.00% Series (d)                 350,000     350,000      35,000     35,000          -   
                                  ---------   ---------    --------   --------
     Total with sinking fund        350,000     350,000    $ 35,000   $ 35,000
                                  =========   =========    ========   ========
Fair Value of Preferred Stock with sinking fund (e)        $ 34,300   $ 35,364
                                                           ========   ========
</TABLE>



<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2000       1999        2000        1999          2000 
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Mississippi Preferred Stock                       
 Without sinking fund:
  Cumulative, $100 par value
   4.36% Series                      59,920      59,920    $  5,992   $  5,992       $103.86
   4.56% Series                      43,887      43,888       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     503,807     503,808    $ 50,381   $ 50,381
                                  =========   =========    ========   ========
</TABLE>


<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2000       1999        2000        1999          2000 
                                                          (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,
                                      2000       1999        2000        1999          2000 
                                                           (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Corporation
 Subsidiary's Preference Stock
  (a)(b)                                  -   6,000,000    $      -   $150,000          
                                  =========   =========    ========   ========

Subsidiaries' Preferred Stock
  Without sinking fund            4,906,872   4,944,544    $334,688   $338,455
                                  =========   =========    ========   ========
  With sinking fund                 657,586     696,500    $ 65,758   $ 69,650
                                  =========   =========    ========   ========
Fair Value of Preference Stock
 and Preferred Stock with
 sinking fund (e)                                          $ 63,775   $218,721
                                                           ========   ========
</TABLE>


 (a) The  total dollar value represents the liquidation value of $25  per
     share.
 (b) These series became mandatorily redeemable on July 15, 2000.
 (c) Represents weighted-average annualized rates for 2000.
 (d) This  series is not redeemable as of December 31, 2000, 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,  and
preference  stock  of  Entergy  Arkansas,  Entergy  Gulf  States,   Entergy
Louisiana, and Entergy Mississippi during the last three years were:

                                          Number of Shares
                                   2000         1999        1998
 Preference stock retirements                            
   Entergy Gulf States         (6,000,000)          -           -
 Preferred stock retirements                             
   Entergy Arkansas                                   
     $100 par value                     -    (200,000)    (50,000)
     $25 par value                      -     (81,085)   (160,000)
   Entergy Gulf States                                   
     $100 par value               (76,585)   (258,471)    (84,812)
   Entergy Louisiana                                     
     $100 par value                     -    (500,000)          -
      
      Cash sinking fund requirements and mandatory redemptions for the next
five years for preferred stock outstanding as of December 31, 2000, are  as
follows:

                                     Entergy        Entergy
                          Entergy   Gulf States    Louisiana
                                  (In Thousands)
                                                    
                   2001 $38,450     $ 3,450           $35,000
                   2002   3,450       3,450              -
                   2003   3,450       3,450              -
                   2004   3,450       3,450              -
                   2005   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.

     Under  the  terms  of  the  Merger Agreement,  Entergy  will  use  its
commercially  reasonable  efforts to purchase in open  market  transactions
$430  million of its common stock prior to the close of the Merger.  As  of
December  31,  2000,  Entergy has repurchased 4.2  million  shares  for  an
aggregate  amount  of  $145.6  million after  the  signing  of  the  Merger
Agreement.   Prior  to the date of the Merger Agreement, Entergy  had  been
repurchasing shares under two Board authorizations.  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.   This  stock  repurchase plan  provided  for  open  market
purchases 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 for the repurchase of Entergy common stock  through
December  31,  2001.   Shares were repurchased on  a  discretionary  basis.
Prior  to  the  date of the Merger Agreement, Entergy had repurchased  25.3
million  shares for an aggregate amount of $652.5 million under  these  two
Board authorizations.

      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 5,650  during  2000;
11,400 during 1999; and 5,100 during 1998.

       During  2000,  Entergy  Corporation  issued  89,425  shares  of  its
previously repurchased common stock to satisfy stock options exercised  and
stock  purchases  under  the Equity Ownership Plan.  In  addition,  Entergy
Corporation received proceeds of $2.0 million from the issuance  of  89,894
shares  of common stock under its dividend reinvestment and stock  purchase
plan during 2000.

      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.  In 2000, $14  million
was charged to compensation expense.  Stock options 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 2000 and 1999 will become exercisable in equal amounts on  each
of  the  first three anniversaries of the date of grant.  Options  are  not
exercisable beyond ten years from the date of the grant.

      In  April 2000, the Board authorized the establishment of the  Equity
Awards  Plan  in substantially the same form as the Equity Ownership  Plan.
Equity  awards and incentive awards earned under this plan will be  in  the
form  of performance units, which are equal to the cash value of shares  of
Entergy Corporation common stock at the time of payment.  Performance units
will  earn the cash equivalent of the dividends paid during the performance
period applicable to each plan.  Beginning January 2001, most stock options
will be granted under the Equity Awards Plan. Stock options under this plan
will  be  granted on the same general terms as stock options granted  under
the Equity Ownership Plan.

     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 2000, 1999, and  1998
would  have  been $19.0 million, $15.5 million, and $278,000, 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  impact on earnings per share for each of the years 2000 and 1999 would
have  been  a  reduction  of $.08 and $.06, respectively.   The  impact  on
earnings per share for 1998 would have been less than $.01 per share.

     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:

                             2000     1999        1998
                                               
    Stock price volatility   24.4%    20.3%       20.9%
    Expected term in years      5        5           5
    Risk-free interest rate   6.6%     4.7%        5.1%
    Dividend yield            5.2%     4.0%        5.4%
    Dividend payment        $1.20     $1.20       $1.58

Stock option transactions are summarized as follows:

<TABLE>
<CAPTION>

                                            2000                    1999                      1998         
                                    ---------------------------------------------------------------------  
                                               Weighted-               Weighted-                Weighted-
                                     Number     Average      Number     Average        Number    Average
                                       of      Exercise        of       Exercise         of      Exercise
                                    Options      Price      Options       Price       Options      Price
                                    ---------------------------------------------------------------------
<S>                                 <C>           <C>       <C>            <C>       <C>           <C>   
Beginning-of-year  balance           5,493,882    $29.48       901,639     $26.21     1,176,308    $25.12
                                                                                                         
Options granted                      7,219,134     22.98     5,228,189      29.88       125,000     29.46
Options exercised                     (920,077)    28.26      (213,084)     23.69      (350,169)    23.37
Options forfeited                     (324,623)    28.29      (422,862)     30.38       (49,500)    28.56
                                    ---------------------------------------------------------------------
End-of-year balance                 11,468,316    $25.52     5,493,882     $29.48       901,639    $26.21
                                    =====================================================================

Options exercisable at year-end      1,641,062                 601,307                  861,639          
                                                                                                         
Weighted average fair value of                                                                           
   options on date of grant              $4.30                   $4.72                    $4.11          


</TABLE>


The following  table summarizes information about stock options outstanding
as of December 31, 2000:

<TABLE>
<CAPTION>

                        Options Outstanding                   Options Exercisable
  <S>           <C>           <C>           <C>           <C>           <C>        
                             Weighted-Avg
                              Remaining     Weighted-       Number        Weighted-
  Range of        As of      Contractual  Avg. Exercise   Exercisable   Avg. Exercise
  Exercise      12/31/00      Life-Yrs.       Price            at            Price
   Prices                                                  12/31/00
  ------------------------------------------------------------------------------------
  $18 - $30     11,032,956       9.1         $25.28         1,466,774       $29.00
                                                                               
  $30 - $40        435,360       7.5         $31.57           174,288       $32.58
                ----------                                  ---------                             
  $18 - $40     11,468,316       9.1         $25.52         1,641,062       $29.38
                ==========                                  =========     
</TABLE>


      Near  the end of January 2001, an additional 3,274,774 options became
exercisable with a weighted average exercise price of $25.32.

     To meet the requirements of the Employee Stock Investment Plan (ESIP),
the  SEC  had  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 was authorized through the 1999 plan year ending
March  31,  2000  and  was  not renewed for the 2000  plan  year.   Entergy
Corporation could issue either treasury shares or previously authorized but
unissued shares to satisfy ESIP requirements.  Under the terms of the ESIP,
employees could 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 382,878 in 2000; 285,505 in 1999;
and 294,108 in 1998.

     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:

                                  2000           1999          1998
                                                          
 Stock price volatility          35.6%           20.9%         24.1%
 Expected term in years             1               1             1
 Risk-free interest rate          5.9%            4.6%          5.1%
 Dividend yield                   5.9%            4.3%          6.1%
 Dividend payment                $1.20           $1.20         $1.80

     The  weighted-average fair value of those purchase rights granted  was
$3.39,  $5.90, and $6.32 in 2000, 1999, and 1998 respectively.  The  impact
on,  or  (benefit)  to  Entergy's net income would have  been  $1  million,
($3,086),  and  ($256,000)  in  2000, 1999,  and  1998,  respectively,  had
compensation cost for the ESIP been determined based on the fair  value  at
the grant date for awards under the ESIP.  The impact on earnings per share
for each of the years would have been less than $.01 per share.

       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.   Effective
January 1, 2001, participants in the Savings Plan may direct their matching
contributions from the employing Entergy subsidiary in an amount  equal  to
50%  of  the employee's contribution to other investment funds.   Employees
who continue to direct their company-matching contributions to the purchase
of  shares  of  Entergy  Corporation common  stock  will  receive  matching
contributions  in the amount of 75% of their basic contribution,  which  is
limited  to  6% of their salary.  Entergy's subsidiaries contributed  $16.1
million  in 2000, $14.5 million in 1999, and $13.6 million in 1998  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
                                 Preferred     Common     Interest      Trust's      Value of
                        Date     Securities  Securities     Rate       Investment   Preferred
       Trusts         Of Issue     Issued      Issued    Securities/       in       Securities
                                                         Debentures    Debentures   at 12-31-00
                                    (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        $57.6
 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        $83.3

</TABLE>


      The  Preferred Securities of the Trusts mature in the years 2045  and
2046.   The  Preferred Securities are redeemable at 100% of their principal
amount  at  the option of Entergy Arkansas, Entergy Louisiana, and  Entergy
Gulf  States  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, 2000 was:

<TABLE>
<CAPTION>

Maturities        Interest Rates                      Entergy     Entergy       Entergy      Entergy      Entergy      System
 From    To      From          To           Entergy   Arkansas  Gulf States     Louisiana   Mississippi  New Orleans   Energy
                                                                                    (In Thousands)
<S>    <C>      <C>         <C>           <C>          <C>          <C>          <C>          <C>           <C>        <C>     
Mortgage Bonds                                                                                                          
2001   2005     5.800%      8.500%        $2,455,109   $455,000   $1,001,750     $338,359     $400,000      $55,000    $205,000
2006   2010     6.450%      8.000%           365,000    100,000                   115,000       80,000       70,000           
2011   2026     7.000%      8.940%           954,950    260,000      444,950      115,000       60,000       75,000           
                                                                                                                              
Governmental Obligations (a)                                                                                                  
2010   2020     5.450%      9.000%           591,635    214,200      377,435                                                  
2021   2030     4.850%      8.000%         1,051,750     72,000      102,000      415,120       46,030                  416,600
                                                                                                                              
Saltend Project Credit                                                                                                 
  Facility, avg rate 6.70% due 2014          581,938
Damhead Creek Project Credit                                                                                           
  Facility, avg rate 6.55% due 2016          507,194
Note Payable to NYPA                                                                                        
  non-interest bearing, due 2001-2015        744,405
Long-Term DOE Obligation (Note 9)            144,316    144,316                                                               
Waterford 3 Lease Obligation 
  7.45% (Note 10)                            330,306                              330,306                                 
Grand Gulf Lease Obligation 
  7.02% (Note 10)                            462,534                                                                    462,534
Other Long-Term Debt                          23,596        621        9,581                                         
Unamortized Premium and Discount - Net       (16,425)    (6,325)      (4,087)      (2,001)      (1,563)       (969)      (1,480)
                                          -------------------------------------------------------------------------------------
Total Long-Term Debt                       8,196,308  1,239,812    1,931,629    1,311,784      584,467     199,031    1,082,654
Less Amount Due Within One Year              464,215        100      122,750       35,088            -           -      151,800
                                          -------------------------------------------------------------------------------------
Long-Term Debt Excluding Amount Due                                                                             
     Within One Year                      $7,732,093 $1,239,712   $1,808,879   $1,276,696     $584,467    $199,031     $930,854
                                          =====================================================================================
Fair Value of Long-Term Debt (b)          $7,342,810 $1,104,206   $2,013,249   $1,003,426     $592,697    $202,525     $593,170
                                          =====================================================================================

</TABLE>


     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>     
Mortgage Bonds                                                                                                          
2000   2004     5.800%      8.250%        $1,642,109   $240,000     $603,750     $288,359     $280,000      $25,000    $205,000
2005   2010     6.450%      8.000%           578,000    215,000       98,000      115,000       80,000       70,000           
2011   2026     7.000%      8.940%           954,950    260,000      444,950      115,000       60,000       75,000           
                                                                                                                              
Governmental Obligations (a)                                                                                                  
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 Credit                                                                                                 
  Facility, avg rate 6.93% due 2014          578,681
Damhead Creek Project 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 
  7.45% (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>


(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.

      On  January 31, 2001, Entergy Mississippi issued $70 million of 6.25%
Series First Mortgage Bonds due February 1, 2003.  Proceeds of the issuance
will  be  used for general corporate purposes, including the retirement  of
short-term  indebtedness incurred from money pool  borrowings  for  capital
expenditures and working capital needs.

      On February 23, 2001, Entergy New Orleans issued $30 million of 6.65%
Series  First  Mortgage Bonds due March 1, 2004.  Proceeds of the  issuance
will  be  used for general corporate purposes, including the retirement  of
short-term  indebtedness incurred from money pool  borrowings  for  capital
expenditures and working capital needs.

     The annual long-term debt maturities (excluding lease obligations) and
annual  cash sinking fund requirements for debt outstanding as of  December
31, 2000, for the next five years are as follows:

<TABLE>
<CAPTION>
                     Entergy      Entergy        Entergy       Entergy      Entergy     System
        Entergy(a)  Arkansas   Gulf States(b)  Louisiana(c)  Mississippi  New Orleans   Energy
                                              (In Thousands)
 <S>    <C>         <C>          <C>              <C>         <C>         <C>          <C> 
 2001    $430,927          -     $122,750          $18,700           -            -     $135,000
 2002     667,348    $85,000      150,000          169,660    $ 65,000            -       70,000
 2003   1,086,379    255,000      339,000          150,000     185,000      $25,000            -
 2004     583,647          -      292,000                -     150,000            -            -
 2005     365,200    115,000       98,000                -           -       30,000            -
                                                                                         
</TABLE>


(a)  Not  included  are  other sinking fund requirements  of  approximately
     $40.9  million  annually,  which  may  be  satisfied  by  cash  or  by
     certification  of  property additions at the  rate  of  167%  of  such
     requirements.

(b)  Not  included  are  other sinking fund requirements  of  approximately
     $39.9  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 $1.0
     million  annually, which may be satisfied by cash or by  certification
     of property additions at the rate of 167% of such requirements.

      EPDC maintains a credit facility of BPS45 million ($67.2 million)  to
finance  the  acquisition of the Damhead Creek Project, to  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.  No cash advances were outstanding
under  this facility at December 31, 2000 and 1999.  The interest  rate  on
the  facility  was  6.55%  and  5.88% as of December  31,  2000  and  1999,
respectively.   The commitment fee is 0.17% of the undrawn  amount.  As  of
December  31, 2000, EPDC had BPS40.3 million ($60.2 million) of letters  of
credit outstanding under the credit facility to support project commitments
on  the  Saltend  and  Damhead Creek projects  and  for  other  development
purposes.   In  February  2001,  after the Damhead  Creek  project  reached
commercial  operation, EPDC paid its equity commitment of  BPS36.1  million
($53.9  million) on the project and cancelled the letter of credit securing
that  commitment.  The amount of letters of credit outstanding  under  this
facility was therefore reduced to BPS4.2 million ($6.3 million).

      Saltend Cogeneration Company Limited (SCCL), an indirect wholly-owned
subsidiary  of  EPDC,  maintains a BPS402.8 million ($601.4  million)  non-
recourse  senior  credit  facility.   This  facility  provides  term   loan
facilities,  cost  overrun and working capital facilities,  and  contingent
letter  of credit and guarantee facilities to finance the construction  and
operation  of the Saltend power plant.  Borrowings under the senior  credit
facility are repayable over a 15-year period that began December 31,  2000.
In addition, SCCL maintains a BPS68.2 million ($101.8 million) subordinated
credit  facility, which was drawn August 31, 2000.  SCCL used the  proceeds
from  the  subordinated credit facility to repay a portion  of  the  senior
credit facility.  The subordinated credit facility is repayable over a  10-
year  period that began December 31, 2000.  All of the assets of  SCCL  are
pledged  as  collateral  under  these two  credit  facilities.   Under  the
facilities,  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  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  its senior credit facility on an average fixed-rate  basis  of
6.44%.   At  December  31, 2000, SCCL had outstanding  interest  rate  swap
agreements  totalling  a  notional  amount  of  BPS296.9  million   ($443.3
million).    The  mark-to-market  valuation  of  the  interest  rate   swap
agreements  at  December 31, 2000, was a net liability of  BPS11.1  million
($16.6 million).

      Damhead  Finance LDC (DFLDC), an indirect wholly-owned subsidiary  of
EPDC,  maintains  a  BPS463.4 million ($691.9 million) non-recourse  senior
credit  facility.   The facility provides bridge and term loan  facilities,
cost  overrun  and  working capital facilities, and contingent  letters  of
credit  and guarantee facilities to finance the construction and  operation
of  the  Damhead  Creek power plant.  Borrowings under  the  senior  credit
facility  are  repayable over a fifteen-year period beginning December  31,
2001.   DFLDC also maintains a BPS36.1 million ($53.9 million) subordinated
credit facility, which was drawn in February 2001.  DFLDC used the proceeds
from  the  subordinated credit facility to repay a portion  of  the  senior
credit  facility.  The subordinated credit facility is payable over a  ten-
year  period  beginning  December 31, 2001.  After  EPDC  paid  its  equity
commitment  in February 2001, an equity bridge facility of BPS35.8  million
($53.5  million) under the senior credit facility was repaid.  All  of  the
assets  of DFLDC are pledged as collateral under the senior credit facility
and   the   subordinated  credit  facility.   DFLDC's   ability   to   make
distributions  of dividends, loans, or advances to EPDC is  restricted  by,
among  other  things, the requirement to pay permitted project costs,  make
debt repayments, and maintain cash reserves.

     In 2000, a subsidiary of DFLDC entered into 10-year interest rate swap
agreements with an average fixed rate of 6.52% for approximately  80.9%  of
the  debt outstanding under the bridge and senior term loan portion of  the
senior  credit  facility.  At December 31, 2000,  the  interest  rate  swap
agreements  outstanding  totalled a notional  amount  of  BPS277.6  million
($414.5  million). The mark-to-market valuation of the interest  rate  swap
agreements  at  December 31, 2000, was a net liability of  BPS12.3  million
($18.4 million).

      In  November  2000, Entergy's domestic non-utility  nuclear  business
purchased  the  FitzPatrick and Indian Point 3 power plants  in  a  seller-
financed  transaction.   Entergy issued notes to  NYPA  with  seven  annual
installments  of approximately $108 million commencing one  year  from  the
date  of  the  closing,  and  eight  annual  installments  of  $20  million
commencing  eight years from the date of the closing.  These notes  do  not
have a stated interest rate.

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, 2000, Entergy Arkansas and Entergy Mississippi had restricted
retained  earnings unavailable for distribution to Entergy  Corporation  of
$199.3   million  and  $15.8  million,  respectively.   In  2000,   Entergy
Corporation  received  dividend payments and returns  of  capital  totaling
$918.3 million from subsidiaries.

      Under the Merger Agreement, Entergy can continue to pay dividends  at
existing  levels with increases permitted up to 5% over the amount  of  the
previous twelve-month period.  In October 2000 and January 2001, the  Board
declared quarterly dividends of $0.315 per share on Entergy's common stock.
This  dividend level is an increase of 5% over the dividend level  for  the
twelve-month period prior to the Merger Agreement.

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 2001 through 2003, Entergy plans to spend $8.2 billion
in  a  capital investment plan focused on improving service at the domestic
utility companies and growing the global power development and domestic non-
utility  nuclear  businesses.  It is estimated that $2.6  billion  will  be
spent  by the domestic utility companies, $3.6 billion by the global  power
development business, and $2.0 billion by the domestic non-utility  nuclear
business.  The capital investment plan is subject to modification based  on
the  ongoing effects of transition to competition planning, the ability  to
recover  regulated  utility  costs  in rates,  and  the  proposed  business
combination with FPL Group.  Additionally, the plan is contingent upon  the
ability   to   access  the  capital  necessary  to  finance   the   planned
expenditures,  and  significant borrowings may be  necessary  to  implement
these capital spending plans.  Capital expenditures (including nuclear fuel
but  excluding  AFUDC) for Entergy are estimated at $3.2 billion  in  2001,
$2.5  billion in 2002, and $2.6 billion in 2003.  Included in these  totals
are  estimated construction expenditures for the domestic utility companies
and System Energy as follows:

                         2001    2002    2003    Total
                               (In Millions)
                                                      
Entergy Arkansas         $297    $200    $205     $702
Entergy Gulf States      $293    $216    $220     $729
Entergy Louisiana        $222    $175    $168     $565
Entergy Mississippi      $147    $128    $113     $388
Entergy New Orleans       $53     $46     $48     $147
System Energy             $41     $14     $12      $67
                                                      
      The  domestic  utility  companies will  mainly  focus  their  planned
spending  on  distribution  and transmission  projects  that  will  support
continued  reliability improvements and transitioning to a more competitive
environment.

      The  global power development business will mainly focus its  planned
spending on several merchant power plant projects either under construction
or in the planning stages in the U.S. and Europe, including the purchase of
gas turbines scheduled for delivery in 2001 through 2004 under an option to
purchase obtained from GE Power Systems.

     The  domestic  non-utility  nuclear business  will  mainly  focus  its
planned spending on the acquisition of U.S. nuclear power plants from other
utilities,  including the anticipated purchase in 2001, pending  regulatory
approvals,  of  the 957 MW Indian Point 2 nuclear power  plant  located  in
Westchester County, New York.

      Entergy will also require $2.4 billion during the period 2001-2003 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 have been given by December  2000,  and
Entergy's  potential liability is limited to A$100 million  ($56  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  ($2.1
billion) on certain tax warranties and BPS140 million ($209 million) on the
remaining warranties relating to the Entergy London sale.  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, 2000.

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,
respectively,  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  assumed ownership of Cajun's interest  in  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  $7.2  million.   Such
charges aggregate $87 million for the years 2001 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.

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).
Under  this joint venture, 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 $62.8 million in 2000, $51.4 million in 1999, and $57.5 million in
1998.

(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  $58.6  million  in  2000,  $70.3  million   in   1999,   and
$77.8  million in 1998.  If the maximum percentage (94%) of the  energy  is
made  available to Entergy Louisiana, current production projections  would
require  estimated payments of approximately $88.8 million in 2001,  and  a
total  of  $3.4 billion for the years 2002 through 2031.  Entergy Louisiana
currently  recovers  the  costs of the purchased energy  through  its  fuel
adjustment clause.

(Entergy Corporation)

      In  the purchase transaction with Boston Edison, Entergy entered into
firm  power purchase agreements with Boston Edison and other utilities that
expire  at  the  end of 2004.  One hundred percent of Pilgrim's  output  is
committed  to those parties through 2001, and that commitment decreases  to
50%  by 2003.  In the purchase transaction with NYPA, Entergy entered  into
firm  power purchase agreements with NYPA that expire at the end  of  2004.
The  Indian  Point 3 power purchase agreement is for 100%  of  the  plant's
output.   The  FitzPatrick power purchase agreement  is  for  100%  of  the
plant's output through 2003 and approximately 45% of the plant's output  in
2004.

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

      The  domestic utility companies that are owners of System Fuels  have
made  loans to System Fuels to finance its fuel procurement, delivery,  and
storage activities.  The following loans outstanding to System Fuels as  of
December 31, 2000 mature in 2008:

    Owner               Ownership   Loan Outstanding at December 31, 2000
                       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, 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  domestic  non-
utility  nuclear 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 eight
licensed reactors, including Pilgrim, Indian Point 3, and FitzPatrick.   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  eight
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
$24.8  million for the eight nuclear units in the event that losses  exceed
accumulated reserve funds.

     Entergy  Arkansas,  Entergy  Gulf States,  Entergy  Louisiana,  System
Energy,  and  Entergy's  domestic non-utility  nuclear  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,  2000,  Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, and System  Energy  were
each insured against such losses up to $2.3 billion. Entergy's domestic non-
utility  nuclear business is insured for $1.115 billion in property damages
under  these  insurance programs.  In addition, Entergy  Arkansas,  Entergy
Gulf  States, Entergy Louisiana, Entergy Mississippi, Entergy New  Orleans,
and  Entergy's  domestic non-utility nuclear 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, 2000, the maximum amounts of such possible assessments  were:
Entergy  Arkansas  -  $12.0 million; Entergy Gulf States  -  $9.4  million;
Entergy  Louisiana  - $10.7 million; Entergy Mississippi  -  $0.7  million;
Entergy  New  Orleans  - $0.3 million; System Energy -  $9.6  million,  and
Entergy's domestic non-utility nuclear business - $25.3 million.  Under its
agreement  with  System  Energy,  SMEPA  would  share  in  System  Energy's
obligation.

      Entergy maintains property insurance for each of its nuclear units in
excess  of  the NRC's minimum requirement for nuclear power plant licensees
of  $1.06  billion per site.  NRC regulations provide that the proceeds  of
this  insurance must be used, first, to render the reactor safe and stable,
and  second,  to complete decontamination operations.  Only after  proceeds
are  dedicated  for such use and regulatory approval is secured  would  any
remaining  proceeds be made available for the benefit of  plant  owners  or
their creditors.

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

      Entergy  Arkansas,  Entergy Gulf States,  Entergy  Louisiana,  System
Energy,  and  Entergy's domestic non-utility nuclear 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, 2000 of approximately $144 million for the one-time fee.   The
fees  payable  to  the  DOE may be adjusted in the future  to  assure  full
recovery.  Entergy's  domestic non-utility nuclear  business  has  accepted
assignment  of  the  Pilgrim, FitzPatrick, and Indian Point  3  spent  fuel
disposal contracts with the DOE previously held by Boston Edison and  NYPA.
Boston Edison and NYPA have paid or retained liability for the fees for all
generation prior to the purchase dates of those plants.  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 was 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 will be further
expanded  as  required.   The spent fuel storage  facility  at  Pilgrim  is
licensed  to  provide  enough storage capacity  until  approximately  2012.
FitzPatrick  has  sufficient spent fuel storage capacity  until  2002,  and
additional dry cask storage capacity is being constructed that will provide
sufficient storage capacity through 2004. FitzPatrick will begin  accepting
dry  casks  this year. Indian Point 3 currently has sufficient  spent  fuel
storage capacity until approximately 2010.

      During 2000, a contract was signed with a spent fuel storage provider
to  develop  on-site  dry cask storage capacity for ANO,  River  Bend,  and
potentially Grand Gulf.  This additional capacity will meet the spent  fuel
storage  requirements for those plants through at least 2005.  In addition,
a contract is in place to provide dry cask storage capacity for FitzPatrick
through at least 2003, with further extensions possible.

      Total approved decommissioning costs for rate recovery purposes as of
December  31,  2000,  for  the domestic utility  companies'  nuclear  power
plants, excluding the co-owner share of Grand Gulf 1, are 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 - Louisiana (based on a 1996 cost study reflecting 1996 dollars)      419.0       
River Bend - Texas (based on a 1996 cost study reflecting 1996 dollars)          385.2       
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
                                                                              --------
                                                                              $2,303.3       
                                                                              ========

</TABLE>


      Entergy  Arkansas  filed a request with the NRC for  a  20-year  life
extension  for ANO 1 in February 2000.  In October 2000, the  APSC  ordered
Entergy Arkansas to reflect 20-year license extensions in its determination
of the ANO 1 and ANO 2 decommissioning revenue requirements for rates to be
effective   January   1,   2001.   Entergy  Arkansas   will   not   recover
decommissioning costs in 2001 for ANO 1 and 2 based on the assumption  that
the  licenses will be extended and that the existing decommissioning  trust
funds,  together  with  their  expected  future  earnings,  will  meet  the
estimated decommissioning costs.

     Entergy Louisiana prepared a decommissioning cost update for Waterford
3  in  1999  and produced a revised decommissioning cost update  of  $481.5
million.  This cost update was filed with the LPSC in the third quarter  of
2000.

      In  the  Texas retail jurisdiction in a case filed with the  PUCT  in
March  2000, Entergy Gulf States included River Bend decommissioning  costs
of  $481.5  million based on a 1999 cost update amount of  $525.8  million.
PUCT  substantive  rules  for rate requests for decommissioning  limit  the
allowance  for  contingencies to ten percent, although the actual  estimate
employs  greater contingency amounts.  In LPSC rate reviews  filed  in  May
1999 and 2000, Entergy Gulf States included decommissioning costs based  on
a  1998  update  of  $562.7 million and a 1999 update  of  $525.8  million,
respectively.   The decommissioning liability for the 30 percent  share  of
River Bend formerly owned by Cajun was funded by a transfer of $132 million
to  the  River  Bend  Decommissioning  Trust  at  the completion of Cajun's 
bankruptcy proceedings.

       System  Energy  was  previously  recovering  amounts  through  rates
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.  In July 2000,  FERC  issued  an  order
approving  a lower decommissioning cost than what was requested  by  System
Energy.   System  Energy  filed  a motion for  rehearing,  which  has  been
granted, and System Energy continues to collect decommissioning revenue  at
the  requested level.  A 1999 decommissioning cost update of $540.8 million
for Grand Gulf has not yet been filed with FERC.

     As part of the Pilgrim purchase, Boston Edison funded a $471.3 million
decommissioning trust fund, which was transferred to Entergy's domestic non-
utility  nuclear  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.

      For the Indian Point 3 and FitzPatrick plants purchased in 2000, NYPA
retains the decommissioning trusts and the decommissioning liability.  NYPA
and  Entergy  executed  decommissioning  agreements,  which  specify  their
respective  obligations  with  respect to decommissioning.   NYPA  has  the
right,   but  not  the  obligation,  to  require  Entergy  to  assume   the
decommissioning liability provided the corresponding decommissioning trust,
up  to  a  specified level, is assigned to Entergy.  If the decommissioning
liability is retained by NYPA, Entergy will perform the decommissioning  of
the  plants at a price equal to the lesser of a pre-specified level or  the
amount in the respective trusts. Entergy believes that amounts available to
it under either scenario are sufficient to cover the future decommissioning
costs without any additional contributions to the trusts.

      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.

      Entergy  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  domestic non-utility nuclear business.  The liability associated
with  the trust funds received from Cajun with the transfer of Cajun's  30%
share  of River Bend is also recorded as a deferred credit by Entergy  Gulf
States.

       The  cumulative  liabilities  and  actual  decommissioning  expenses
recorded in 2000 by Entergy were as follows:

              Cumulative                        2000          Cumulative
          Liabilities as of  2000 Trust   Decommissioning  Liabilities as of
           December 31, 1999  Earnings        Expenses     December 31, 2000
                                   (In Millions)
                                                                 
ANO 1 and ANO 2    $271.7        $7.8            $3.8           $283.3     
River Bend          203.5         5.8             6.2            215.5     
Waterford 3          83.0         4.5            10.4             97.9     
Grand Gulf 1        129.4         4.7            18.9            153.0     
Pilgrim             434.8           -  (a)       19.2            454.0     
                 --------       -----           -----         --------
                 $1,122.4       $22.8           $58.5         $1,203.7
                 ========       =====           =====         ========  

  (a)  Trust earnings on the decommissioning trust fund for Pilgrim are
       recorded as income and, therefore, are not included in the
       decommissioning liability.

      In 1999 and 1998, ANO's decommissioning expense was $10.7 million and
$15.6 million, respectively; River Bend's decommissioning expense was  $7.6
million  and  $3.4  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.  Pilgrim's decommissioning expense
was  $6.8 million for 1999.  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 2000 dollars), which will be adjusted annually  for
inflation, are for 15 years and are approximately $4.0 million for  Entergy
Arkansas,  $1.0 million for Entergy Gulf States, $1.5 million  for  Entergy
Louisiana, and $1.7 million for System Energy.  At December 31,  2000,  six
years  of  assessments  were remaining.  DOE fees  are  included  in  other
current  liabilities and other non-current liabilities and, as of  December
31,  2000,  recorded liabilities were $23.9 million for  Entergy  Arkansas,
$4.2  million for Entergy Gulf States, $9.1 million for Entergy  Louisiana,
and  $8.8  million for System Energy.  Regulatory assets in  the  financial
statements  offset these liabilities.  FERC requires that  utilities  treat
these  assessments as costs of fuel as they are amortized and recover these
costs through rates in the same manner as other fuel costs.

Environmental Issues

(Entergy Arkansas)

      Entergy  Arkansas has received notices from the EPA and the  Arkansas
Department of Environmental Quality (ADEQ) alleging that Entergy  Arkansas,
along  with others, may be a potentially responsible party (PRP) for clean-
up  costs associated with a site in Arkansas.  As of December 31,  2000,  a
remaining recorded liability of approximately $5.0 million existed  related
to the cleanup of that site.

(Entergy Gulf States)

      Entergy  Gulf States has been designated as a PRP for the cleanup  of
certain  hazardous waste disposal sites.  Entergy Gulf States is  currently
negotiating  with the EPA and state authorities regarding  the  cleanup  of
these sites.  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, 2000, a remaining provision  of
$16.8  million  existed relating to the cleanup of the remaining  sites  at
which the EPA has designated Entergy Gulf States as a PRP.

(Entergy Louisiana and Entergy New Orleans)

      During  1993,  the LDEQ issued new rules for solid waste  regulation,
including  regulation  of wastewater impoundments.  Entergy  Louisiana  and
Entergy  New  Orleans  have determined that certain of  their  power  plant
wastewater impoundments were affected by these regulations and have  chosen
to  upgrade or close them.  As a result, a remaining recorded liability  in
the  amount  of  $5.8 million for Entergy Louisiana and  $0.5  million  for
Entergy  New  Orleans existed at December 31, 2000 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.  A resolution to study  the  advantages  for
ratepayers  that might result from an acquisition of these  properties  has
been  filed  in  a  committee of the Council.  The committee  has  deferred
consideration  of  that resolution until May 2001.  The full  Council  must
approve  the  resolution  to commence such a study  before  it  can  become
effective.

Waterford 3 Lease Obligations (Entergy Louisiana)

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

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.

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 $19  million
for  Entergy  Arkansas, $7 million for Entergy Louisiana, $17  million  for
Entergy Mississippi, and $9 million for Entergy New Orleans.

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

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

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

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

Reimbursement Agreement (System Energy)

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

      Under  the  provisions  of  a  bank letter  of  credit  reimbursement
agreement,  System Energy has agreed to a number of covenants  relating  to
the maintenance of certain capitalization and fixed charge coverage ratios.
System  Energy  agreed, during the term of the reimbursement agreement,  to
maintain  its  equity  at not less than 33% of its adjusted  capitalization
(defined  in  the  reimbursement agreement to include certain  amounts  not
included in capitalization for financial statement purposes).  In addition,
System Energy must maintain, with respect to each fiscal quarter during the
term  of  the  reimbursement agreement, a ratio of adjusted net  income  to
interest   expense  (calculated,  in  each  case,  as  specified   in   the
reimbursement agreement) of at least 1.60 times earnings.  As  of  December
31,  2000,  System  Energy's equity approximated  42.76%  of  its  adjusted
capitalization, and its fixed charge coverage ratio for 2000 was 2.47.

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, 2000, 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)
                                                        
2001                          $23,677     $9,645      $11,853
2002                           19,415      9,645        9,720
2003                           19,415      9,645        9,720
2004                           19,415      9,645        9,720
2005                           10,380      9,610          720
Years thereafter               15,519     13,667        1,800
                              -------------------------------
Minimum lease payments        107,821     61,857       43,533
Less:  Amount                                                 
  representing interest        29,664     20,811        8,663
                              -------------------------------
Present value of net                                          
  minimum lease payments      $78,157    $41,046      $34,870
                              =============================== 
                                     
          
          
                             Operating Leases

                                     Entergy       Entergy       Entergy
Year                      Entergy   Arkansas     Gulf States    Louisiana
                                         (In Thousands)
                                                                    
2001                       $86,573    $28,127        $22,130      $12,213
2002                        72,408     24,440         18,653       11,175
2003                        58,730     14,384         17,032       10,103
2004                        53,977     13,423         16,408        9,076
2005                        44,170     11,551         14,565        5,502
Years thereafter            82,430     13,636         22,309        3,107
                          -----------------------------------------------
Minimum lease payments    $398,288   $105,561       $111,097      $51,176
                          ===============================================

     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 $53.3 million, $65.2 million, and $69.4 million, in 2000,
1999,  and 1998, respectively.  These amounts include $18.9 million,  $23.9
million,  and  $19.4  million, respectively, for  Entergy  Arkansas;  $18.9
million,  $19.2 million, and $18.1 million, respectively, for Entergy  Gulf
States;  and  $7.9 million, $13.1 million, and $13.3 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, for each of the years 2000, 1999,  and  1998.
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,  2000, 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, $115 million, $90 million,
and  $100  million, respectively. As of December 31, 2000, the  unrecovered
cost  base of Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's,
and   System   Energy's  nuclear  fuel  leases  amounted  to  approximately
$107.0   million,  $57.5  million,  $63.9  million,  and   $49.3   million,
respectively.  The lessors finance the acquisition and ownership of nuclear
fuel through loans made under revolving credit agreements, the issuance  of
commercial paper, and the issuance of intermediate-term notes.  The  credit
agreements  for  Entergy Arkansas, Entergy Gulf States, Entergy  Louisiana,
and  System Energy have termination dates of November 2003, November  2003,
January 2002, and November 2003, respectively.  Such termination dates  may
be  extended  from  time  to time with the consent  of  the  lenders.   The
intermediate-term  notes issued pursuant to these fuel  lease  arrangements
have  varying  maturities  through March 15, 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 2000, 1999, and 1998:

                               2000               1999                1998 
                         Lease              Lease               Lease     
                       Payments  Interest  Payments  Interest  Payments Interest
                                             (In Millions)
                                                                          
Entergy Arkansas         $42.7      $5.5    $48.6      $5.6     $50.5     $4.9
Entergy Gulf States       54.3       6.1     31.4       1.8      36.1      3.1
Entergy Louisiana         30.5       3.1     29.7       3.7      36.8      3.9
System Energy             31.2       5.2     28.1       3.4      35.4      4.7
                        ------------------------------------------------------
Total                   $158.7     $19.9   $137.8     $14.5    $158.8    $16.6
                        ======================================================

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, 2000, Entergy Louisiana's total  equity  capital
(including  preferred stock) was 48.7% of adjusted capitalization  and  its
fixed charge coverage ratio for 2000 was 3.32.

      As  of December 31, 2000, 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):

2001                                                      $40,909
2002                                                       39,246
2003                                                       59,709
2004                                                       31,739
2005                                                       14,554
Years thereafter                                          426,136
                                                         --------
Total                                                     612,293
Less: Amount representing interest                        281,987
                                                         --------
Present value of net minimum lease payments              $330,306
                                                         ========

Grand Gulf 1 Lease Obligations (System Energy)

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

      System Energy is required to report the sale-leaseback as a financing
transaction in its financial statements.  For financial reporting purposes,
System Energy expenses the interest portion of the lease obligation and the
plant  depreciation.  However, operating revenues include the  recovery  of
the lease payments because the transactions are accounted for as a sale and
leaseback for ratemaking purposes.  Until 2004,  the total of interest  and
depreciation   expense   exceeds  the  corresponding   revenues   realized.
Consistent  with a recommendation contained in a FERC audit report,  System
Energy recorded as a net deferred asset the difference between the recovery
of   the  lease  payments  and  the  amounts  expensed  for  interest   and
depreciation  and is recording this difference as a deferred  asset  on  an
ongoing  basis.  The amount of this deferred asset was $100.8  million  and
$104.5 million as of December 31, 2000 and 1999, respectively.

      As  of  December  31,  2000, 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):

2001                                                  $46,803
2002                                                   53,827
2003                                                   48,524
2004                                                   36,133
2005                                                   52,253
Years thereafter                                      522,529
                                                     --------
Total                                                 760,069
Less: Amount representing interest                    297,535
                                                     --------
Present value of net minimum lease payments          $462,534
                                                     ========


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

Pension Plans

       Entergy   has   five  postretirement  benefit  plans,   "Entergy
Corporation  Retirement  Plan for Non-Bargaining  Employees",  "Entergy
Corporation   Retirement  Plan  for  Bargaining  Employees,"   "Entergy
Corporation  Retirement Plan II for Non-Bargaining Employees",  Entergy
Corporation Retirement Plan II for Bargaining Employees," and  "Entergy
Corporation  Retirement  Plan III" covering substantially  all  of  its
domestic employees. Except for the Entergy Corporation Retirement  Plan
III, the pension plans are noncontributory and provide pension benefits
that  are based on employees' credited service and compensation  during
the  final years before retirement.  The Entergy Corporation Retirement
Plan  III  includes a mandatory employee contribution of 3% of earnings
during  the first 10 years of plan participation, and allows  voluntary
contributions  from  1%  to 10% of earnings  for  a  limited  group  of
employees.  Entergy Corporation and its subsidiaries fund pension costs
in  accordance with contribution guidelines established by the Employee
Retirement  Income Security Act of 1974, as amended, and  the  Internal
Revenue  Code  of  1986, as amended.  The assets of the  plans  include
common  and  preferred stocks, fixed-income securities, interest  in  a
money market fund, and insurance contracts.

     Total 2000, 1999, and 1998 pension cost of Entergy Corporation and
its subsidiaries, including amounts capitalized, included the following
components (in thousands):

<TABLE>
<CAPTION>

               2000                            Entergy    Entergy    Entergy    Entergy     Entergy    System
                                     Entergy  Arkansas  Gulf States Louisiana Mississippi New Orleans  Energy
<S>                                  <C>        <C>         <C>       <C>        <C>          <C>        <C>
Service cost - benefits earned                                                                                 
  during the period                   $37,130    $8,125      $6,051    $4,710      $2,314      $1,138    $2,140
Interest cost on projected                                                                                     
  benefit obligation                  108,782    31,128      25,135    18,287      11,268       3,591     2,430
Expected return on assets            (145,717)  (38,571)    (41,322)  (28,588)    (15,341)     (2,710)   (3,014)
Amortization of transition asset       (9,740)   (2,336)     (2,387)   (2,823)     (1,250)       (180)     (319)
Amortization of prior service cost     12,953     1,701       1,896       805         669         262        59
Recognized net (gain)/loss             (8,576)     (200)     (7,204)   (1,849)       (292)        247       (96)
                                      -------------------------------------------------------------------------
Net pension cost (income)             ($5,168)    ($153)   ($17,831)  ($9,458)    ($2,632)     $2,348    $1,200
                                      =========================================================================
</TABLE>


<TABLE>
<CAPTION>
               1999                           Entergy     Entergy    Entergy     Entergy     Entergy    System
                                    Entergy   Arkansas  Gulf States Louisiana  Mississippi New Orleans  Energy
<S>                                  <C>         <C>         <C>        <C>         <C>          <C>      <C>
Service cost - benefits earned                                                                                  
  during the period                  $39,327     $8,723      $6,531     $4,948      $2,278        $997    $2,334
Interest cost on projected                                                                                      
  benefit obligation                 104,591     29,457      24,757     17,950      10,810       3,296     3,017
Expected return on assets           (130,535)   (34,784)    (37,170)   (25,629)    (13,815)     (2,601)   (3,738)
Amortization of transition asset      (9,740)    (2,336)     (2,387)    (2,808)     (1,250)       (195)     (482)
Amortization of prior service cost    11,362      1,227       1,434        558         480         165        64
                                     ---------------------------------------------------------------------------
Net pension cost (income)            $15,005     $2,287     ($6,835)   ($4,981)    ($1,497)     $1,662    $1,195
                                     ===========================================================================
                                                                                                                
</TABLE>


<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>


      The  funded  status  of Entergy's various  pension  plans  as  of
December 31, 2000 and 1999 was (in thousands):


<TABLE>
<CAPTION>
              2000                            Entergy    Entergy    Entergy    Entergy     Entergy    System
                                   Entergy   Arkansas  Gulf States Louisiana Mississippi New Orleans  Energy
<S>                               <C>         <C>         <C>       <C>         <C>          <C>       <C>
Change in Projected Benefit                                                                                   
Obligation (PBO)                                                                                              
Balance at 1/1/00                 $1,499,601  $424,554    $348,217  $256,949    $153,262     $46,042   $43,262
Service cost                          37,130     8,125       6,051     4,710       2,314       1,138     2,140
Interest cost                        108,782    31,128      25,135    18,287      11,268       3,591     2,430
Amendment                             18,376     5,321       5,166     3,139       2,129       1,220        11
Actuarial (gain)/loss                (32,916)   (3,455)     (6,134)   (7,077)       (901)      1,739   (10,810)
Benefits paid                        (85,185)  (24,565)    (25,620)  (16,643)     (9,906)     (2,239)     (138)
Acquisitions                          56,884         -           -         -           -           -         -
                                  ----------------------------------------------------------------------------
Balance at 12/31/00               $1,602,672  $441,108    $352,815  $259,365    $158,166     $51,491   $36,895
                                  ----------------------------------------------------------------------------
                                                                                                              
Change in Plan Assets                                                                                         
Fair value of assets at 1/1/00    $1,965,178  $518,262    $563,597  $389,755    $207,475     $31,370   $56,442
Actual return on plan assets         (40,047)   (9,637)    (15,720)  (10,685)     (3,781)      2,576   (19,389)
Employer contributions                 3,083         -           -         -           -           -         -
Employee contributions                    86         -           -         -           -           -         -
Benefits paid                        (85,185)  (24,565)    (25,620)  (16,643)     (9,906)     (2,239)     (138)
                                  ----------------------------------------------------------------------------
Fair value of assets at 12/31/00  $1,843,115  $484,060    $522,257  $362,427    $193,788     $31,707   $36,915
                                  ----------------------------------------------------------------------------
                                                                                                              
Funded status                       $240,443   $42,952    $169,442  $103,062     $35,622    ($19,784)      $20
Unrecognized transition asset        (10,094)   (2,336)          -    (2,792)     (1,250)          -    (1,262)
Unrecognized prior service cost       44,223    14,822      13,050     6,572       4,915       2,241       364
Unrecognized net (gain)/loss        (328,642)  (77,710)   (192,154)  (88,761)    (35,234)      9,402    (7,219)
                                  ----------------------------------------------------------------------------
Prepaid/(accrued) pension cost      ($54,070) ($22,272)    ($9,662)  $18,081      $4,053     ($8,141)  ($8,097)
                                  ============================================================================

</TABLE>


<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 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)                    (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)
Acquisitions                           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>

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  2000,  1999,  and 1998, postretirement  benefit  costs  of
Entergy Corporation and its subsidiaries, including amounts capitalized
and deferred, included the following components (in thousands):


<TABLE>
<CAPTION>
                2000                             Entergy    Entergy    Entergy    Entergy     Entergy    System
                                       Entergy  Arkansas  Gulf States Louisiana Mississippi New Orleans  Energy
<S>                                     <C>       <C>         <C>        <C>        <C>          <C>        <C>
Service cost - benefits earned                                                                                   
  during the period                     $18,252    $4,395      $3,147    $2,405      $1,236        $667      $998
Interest cost on APBO                    34,022     7,945       8,346     5,073       2,714       3,012       788
Expected return on assets               (10,566)   (2,196)     (3,682)        -      (1,696)     (1,661)     (811)
Amortization of transition obligation    17,874     3,954       5,803     2,971       1,502       2,678       220
Amortization of prior service cost          520       123         161        71          44          45        12
Recognized net (gain)                    (3,070)        -      (1,803)      (30)          -        (561)       (8)
                                        -------------------------------------------------------------------------
Net postretirement benefit cost         $57,032   $14,221     $11,972   $10,490      $3,800      $4,180    $1,199
                                        =========================================================================
</TABLE>


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


<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>
     The funded status of Entergy's postretirement plans as of December
31, 2000 and 1999 was (in thousands):

               2000                            Entergy     Entergy    Entergy     Entergy     Entergy     System
                                    Entergy    Arkansas  Gulf States Louisiana  Mississippi New Orleans   Energy
<S>                                  <C>         <C>        <C>         <C>         <C>          <C>        <C>
Change in APBO                                                                                                    
Balance at 1/1/00                    $429,772    $95,656    $118,295    $61,156     $31,133      $38,363    $9,546
Service cost                           18,252      4,395       3,147      2,405       1,236          667       998
Interest cost                          34,022      7,945       8,346      5,073       2,714        3,012       788
Amendment                               5,691      1,471       1,406        848         524          536       139
Actuarial (gain)/loss                  34,759     13,486      (3,845)     8,551       6,060        3,891     1,104
Benefits paid                         (33,238)    (8,286)     (8,525)    (5,312)     (2,673)      (4,336)     (585)
Acquisitions                           18,498          -           -          -           -            -         -
                                     -----------------------------------------------------------------------------
Balance at 12/31/00                  $507,756   $114,667    $118,824    $72,721     $38,994      $42,133   $11,990
                                     -----------------------------------------------------------------------------
                                                                                                                  
Change in Plan Assets                                                                                             
Fair value of assets at 1/1/00       $120,208    $22,205     $39,045  $       -     $19,614      $23,716    $9,549
Actual return on plan assets            3,719        808       1,448          -         422          584       288
Employer contributions                 52,339     18,116      12,440      5,312       4,294        6,253     2,403
Benefits paid                         (33,238)    (8,286)     (8,525)    (5,312)     (2,673)      (4,336)     (585)
Acquisitions                               10          -           -          -           -            -         -
                                     -----------------------------------------------------------------------------
Fair value of assets at 12/31/00     $143,038    $32,843     $44,408   $      -     $21,657      $26,217   $11,655
                                     -----------------------------------------------------------------------------
                                                                                                                  
Funded status                       ($364,718)  ($81,824)   ($74,416)  ($72,721)   ($17,337)    ($15,916)    ($335)
Unrecognized transition obligation    137,669     47,436      69,641     35,662      18,023       32,149     2,673
Unrecognized prior service cost         5,506      1,348       1,580        777         480          491       127
Unrecognized net (gain)/loss           18,900      7,933     (24,311)    (3,467)      2,217       (8,341)   (2,018)
                                     -----------------------------------------------------------------------------
Prepaid/(accrued) postretirement    ($202,643)  ($25,107)   ($27,506)  ($39,749)     $3,383       $8,383      $447
benefit asset/(liability)           ==============================================================================


</TABLE>


<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)
Acquisitions                            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)
Acquisitions                            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    ($179,462) ($29,002)   ($27,974)  ($34,571)     $2,889       $6,310     ($757)
benefit asset/(liability)           =============================================================================
</TABLE>


The  assumed health care cost trend rate used in measuring the APBO  of
Entergy  was  7.5% for 2001, gradually decreasing each successive  year
until  it  reaches  5.0%  in 2006 and beyond.  A  one  percentage-point
change  in the assumed health care cost trend rate for 2000 would  have
the following effects (in thousands):

        2000           Increase    Increase    Decrease in     Decrease
                        in the   in the sum of   the APBO    in the sum of
                         APBO    service cost                service cost
                                 and interest                and interest
                                     cost                        cost
                                                                          
Entergy                  $42,378        $6,981    ($35,809)       ($5,743)
Entergy Arkansas          $9,233        $1,445     ($7,820)       ($1,193)
Entergy Gulf States      $10,171        $1,343     ($8,619)       ($1,112)
Entergy Louisiana         $5,543          $814     ($4,702)         ($675)
Entergy Mississippi       $3,037          $428     ($2,575)         ($355)
Entergy New Orleans       $2,693          $308     ($2,319)         ($260)
System Energy             $1,243          $272     ($1,032)         ($222)
                                                                          
The  significant actuarial assumptions used in determining the  pension
PBO and the SFAS 106 APBO for 2000, 1999, and 1998 were as follows:

                                    2000       1999       1998
                                                                 
Weighted-average discount rate     7.50%      7.50%      6.75%
Weighted-average rate of increase
  in future compensation levels    4.60%      4.60%      4.60%
Expected long-term rate of                                       
  return on plan assets:                                         
         Taxable assets            5.50%      5.50%      5.50%
         Non-taxable assets        9.00%      9.00%      9.00%

Entergy's  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.  ACQUISITIONS AND DISPOSITIONS (Entergy Corporation)

Asset Acquisitions

Indian Point 3 and FitzPatrick

      On  November  21,  2000, Entergy's domestic  non-utility  nuclear
business  acquired  from NYPA the 825 MW James A.  FitzPatrick  nuclear
power  plant  near  Oswego, New York, and the 980  MW  Indian  Point  3
nuclear  power  plant  located  in Westchester  County,  New  York,  in
exchange  for  $50 million at closing and notes to NYPA  with  payments
totaling  $906 million.  Entergy will also be required to make  certain
additional payments to NYPA in the event that the plants' license lives
are extended, or in the event that the acquisition of Indian Point 2 is
ultimately consummated.

      The  acquisition  encompassed the nuclear plants,  materials  and
supplies, and nuclear fuel, as well as the assumption of $123.7 million
in  liabilities.  The purchase agreement provides that NYPA will retain
the  decommissioning obligations and related trust  funds  through  the
original  license expiration date (approximately 2015).  At that  time,
NYPA  is  required either to transfer the decommissioning liability  to
Entergy  along  with  a  specified amount in the decommissioning  trust
funds, or to retain Entergy to perform decommissioning services  for  a
specified  price that may be limited by the amount in the  trust.   The
purchase  agreement also provides that NYPA will purchase a substantial
majority of the output of the units at specified prices through 2004.

      The acquisition was accounted for using the purchase method.  The
results  of operations of Indian Point 3 and FitzPatrick subsequent  to
November   21,  2000  have  been  included  in  Entergy's  consolidated
statements  of  income.  The purchase price has been allocated  to  the
acquired   assets,  including  identifiable  intangible   assets,   and
liabilities  assumed  based  on  their estimated  fair  values  on  the
purchase  date.   Intangible assets are being  amortized  straight-line
over the remaining lives of the plants.

Pilgrim Nuclear Station

      On July 13, 1999, Entergy's domestic non-utility nuclear business
acquired  the  670  MW  Pilgrim Nuclear Station  located  in  Plymouth,
Massachusetts, from Boston Edison.  The acquisition included the plant,
real  estate,  materials and supplies, and nuclear fuel,  for  a  total
purchase  price of $81 million.  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.

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  1999,
also at small gains.

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

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 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 Energy (in millions).
                         
                         Intercompany Revenues
                                   
        Entergy     Entergy     Entergy     Entergy      Entergy      System
       Arkansas   Gulf States  Louisiana  Mississippi  New Orleans    Energy
                                                                            
2000    $255.3     $93.7        $20.8       $88.1        $31.6        $656.7
1999    $189.2     $38.4        $27.3       $68.3        $14.2        $620.0
1998    $162.0     $16.7        $16.7       $88.3        $11.0        $602.4
                                   
                    Intercompany Operating Expenses
                                   
        Entergy    Entergy     Entergy      Entergy      Entergy     System
       Arkansas  Gulf States  Louisiana   Mississippi  New Orleans   Energy
           (1)
                                                                             
2000    $387.9      $513.9      $388.5        $388.2       $177.0     $10.1
1999    $357.5      $436.7      $294.3        $315.6       $182.5     $ 9.8
1998    $353.7      $419.7      $269.0        $338.1       $194.9     $ 9.8

(1)Includes  $47.3  million in 2000, $15.8 million in 1999,  and  $18.8
   million in 1998 for power purchased from Entergy Power.
                                   
      Operating Expenses Paid or Reimbursed to Entergy Operations
                                   
                  Entergy      Entergy     Entergy      System
                 Arkansas    Gulf States  Louisiana     Energy
                                                       
     2000         $163.0       $116.0       $113.2       $92.6
     1999         $179.2       $110.9       $113.8       $91.3
     1998         $167.5       $114.2       $125.0       $92.7


NOTE  14.   BUSINESS  SEGMENT  INFORMATION   (Entergy  Corporation  and
Entergy New Orleans)

     Entergy's reportable segments as of December 31, 2000 are domestic
utility  and power marketing and trading.  Entergy's operating segments
below  the  quantitative threshold for separate disclosure  principally
include  global power development and the domestic non-utility  nuclear
businesses.  They are reported in the "All Other" column along with the
parent,  Entergy Corporation, and other business activities, which  are
principally the gains or losses on the sales of businesses.   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  for
1998.

      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      Entergy   CitiPower*     All    Eliminations   Consolidated
                           Utility and  Marketing    London*                 Other*
                             System        and
                             Energy     Trading*
2000                                                                                                      
<S>                         <C>         <C>          <C>          <C>       <C>          <C>         <C>
Operating revenues          $7,401,598  $2,131,342   $       -    $     -   $547,066      ($63,858)  $10,016,148
Deprec, amort. & decomm.       770,144       6,286           -          -      9,179             -       785,609
Amort. of rate deferrals        30,392           -           -          -          -             -        30,392
Interest income                 57,795      10,071           -          -    103,691        (8,507)      163,050
Interest charges               515,156       6,073           -          -     45,518        (9,317)      557,430
Income taxes                   435,667      26,385           -          -     16,869             -       478,921
Net income                     618,263      19,642           -          -     73,010             -       710,915
Total assets                20,680,764     728,406           -          -  4,709,553      (553,496)   25,565,227
                                                                           
1999                                                                                                      
Operating revenues          $6,414,623  $2,249,274   $       -   $      -   $143,146      ($33,815)   $8,773,228
Deprec, amort. & decomm.       732,182       5,212           -          -      7,475             -       744,869
Amort. of rate deferrals       115,627           -           -          -          -             -       115,627
Interest income                 49,556       4,408           -          -     93,177        (3,540)      143,601
Interest charges               536,543       2,006           -          -     20,592        (3,540)      555,601
Income taxes                   351,448      (3,228)          -          -      8,447             -       356,667
Net income (loss)              553,525        (491)          -          -     41,992             -       595,026
Total assets                18,941,603     460,063           -          -  3,762,115      (193,841)   22,969,940
                                                                                                                
1998                                                                                                      
Operating revenues          $6,310,543  $2,854,980  $1,911,875   $303,245   $150,297      ($36,168)  $11,494,772
Deprec, amort. & decomm.       763,818       5,058     126,586     28,444     61,023             -       984,929
Amort. of rate deferrals       237,302           -           -          -          -             -       237,302
Interest income                 49,271       7,689       9,033          -     35,417          (822)      100,588
Interest charges               548,299         122     182,479     80,586     21,851          (822)      832,515
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


</TABLE>

Businesses   marked  with  *  are  referred  to  as  the   "competitive
businesses,"  with  the  exception  of  the  parent  company,   Entergy
Corporation,  which  is  also  included  in  the  "All  Other"  column.
Eliminations are primarily intersegment activity.
Products and Services

      In  addition  to  retail electric service,  Entergy  New  Orleans
supplies natural gas services in the City of New Orleans.  Revenue from
these  two  services  is  disclosed  in  Entergy  New  Orleans'  Income
Statements.

Geographic areas

     For the years ended December 31, 2000, 1999, and 1998, 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):

                            2000         1999           1998
                                                    
         Domestic       $15,476,794   $14,751,166   $14,863,488
         Foreign          1,019,831       749,590       465,094
                        -----------   -----------   -----------
         Consolidated   $16,496,625   $15,500,756   $15,328,582
                        ===========   ===========   ===========

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,  2000
and less than 12 months at December 31, 1999.

      At  December 31, 2000 and 1999, 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):

                                        2000          1999
           Energy Commodities:                    
            Power                      116,513        23,015
            Natural gas                657,463     1,075,660

     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, which assures  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,  2000  and 1999, the fair values of the power marketing and  trading
business'  energy-related commodity contracts used for trading  purposes
were as follows:

                                 2000                  1999
                          Assets    Liabilities    Assets    Liabilities
                                       (In Thousands)
 Commodity Instruments:                                      
  Natural Gas            $362,221   $343,726      $ 44,675   $ 39,361
  Electricity            $260,969   $219,721      $190,850   $130,209

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.  ENTERGY-FPL GROUP MERGER  (Entergy Corporation)

     On July 30, 2000, Entergy Corporation and FPL Group entered into a
Merger  Agreement providing for a business combination that will result
in  the creation of a new company.  For accounting purposes, the Merger
will  be  recorded  under  the  purchase method  of  accounting  as  an
acquisition  of Entergy by FPL Group.  Each outstanding  share  of  FPL
Group  common  stock will be converted into the right  to  receive  one
share of the new company's common stock, and each outstanding share  of
Entergy  Corporation common stock will be converted into the  right  to
receive  0.585  of a share of the new company's common  stock.   It  is
expected  that FPL Group's shareholders will own approximately  57%  of
the  common  equity of the new company and Entergy's shareholders  will
own  approximately 43%.  The Merger Agreement generally allows  Entergy
to  continue  business  in  the ordinary course  consistent  with  past
practice  and  contains  certain  restrictions  on  Entergy's   capital
activities,  including  restrictions on  the  issuance  of  securities,
capital   expenditures,  dispositions,  incurrence  or   guarantee   of
indebtedness,  and  trading or marketing of energy.  Entergy  generally
will be permitted to take actions pursuant to restructuring legislation
in  the  domestic utility companies' jurisdictions of operation and  to
reorganize its transmission business.  Under certain circumstances,  if
the  Merger Agreement is terminated, a termination fee of $215  million
may  be  payable by one of the parties.   The Merger Agreement  may  be
terminated  if the Merger is not consummated by April 30, 2002,  unless
automatically   extended   until  October  30,   2002   under   certain
circumstances.   Both  the FPL Group and Entergy  Boards  of  Directors
unanimously  approved  the  Merger, and  the  shareholders  of  Entergy
Corporation  and  FPL Group have approved the Merger.   The  Merger  is
conditioned   upon,  among  other  things,  the  receipt  of   required
regulatory  approvals of various local, state, and  federal  regulatory
agencies  and  commissions, including the SEC and  FERC.   Entergy  has
filed  for  approval  of  the Merger in all  of  its  state  and  local
regulatory jurisdictions (Arkansas, Louisiana, Mississippi, Texas,  and
New  Orleans), and at FERC, the SEC, and the NRC.  In their filing with 
the  SEC,  Entergy  and  FPL Group  requested to remain in existence as 
intermediate  holding   companies  after  the  Merger  is  consummated. 
The  objective  of Entergy and FPL Group is to consummate the Merger by 
late 2001.


NOTE  17.   QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy  Corporation,
Entergy  Arkansas,  Entergy  Gulf States,  Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans, and System Energy)

      The  business of the domestic utility companies and System Energy
is  subject  to  seasonal fluctuations with the peak periods  occurring
during  the third quarter.  Operating results for the four quarters  of
2000 and 1999 were:

<TABLE>
<CAPTION>
Operating Revenue
                               Entergy    Entergy    Entergy     Entergy      Entergy   System
                    Entergy    Arkansas Gulf States Louisiana  Mississippi New Orleans  Energy
                                                 (In Thousands)
<C>               <C>          <C>        <C>        <C>        <C>        <C>        <C>
2000:                                                                                 
  First Quarter   $1,811,492   $346,877   $483,231   $346,820   $182,775   $119,742   $157,089
  Second Quarter   2,137,788    447,823    586,386    448,067    215,606    136,651    159,389
  Third Quarter    3,431,555    548,156    817,152    722,175    297,966    200,861    169,114
  Fourth Quarter   2,635,313    419,779    624,471    545,375    241,024    183,036    171,157
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

Operating Income (Loss)
                               Entergy     Entergy   Entergy    Entergy     Entergy    System
                   Entergy    Arkansas  Gulf States Louisiana Mississippi New Orleans  Energy
                                                 (In Thousands)
2000:                                                                                 
  First Quarter   $286,604     $76,759    $50,435    $46,513    $13,214    $6,372     $74,440
  Second Quarter   433,538      82,931    125,033    102,587     28,784    15,087      66,895
  Third Quarter    593,837      93,917    190,136    178,889     36,295    32,136      67,580
  Fourth Quarter   231,602      56,413     47,685     44,371     15,470   (14,209)     61,830
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

Net Income (Loss)
                             Entergy   Entergy     Entergy    Entergy     Entergy   System
                  Entergy   Arkansas Gulf States  Louisiana Mississippi New Orleans Energy
                                                (In Thousands)
2000:                                                                               
  First Quarter   $108,410   $35,314    $10,757    $11,191    $4,295    $1,817      $25,786
  Second Quarter   245,773    38,978     60,815     46,687    13,503     7,217       21,786
  Third Quarter    306,689    43,922     97,325     94,167    17,611    17,593       23,709
  Fourth Quarter    50,043    18,833     11,446     10,634     3,564   (10,109)      22,464
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
</TABLE>


Earnings per Average Common Share (Entergy Corporation)

                         2000               1999
                    Basic   Diluted    Basic and Diluted
                                     
  First Quarter     $0.42   $0.42           $0.25
  Second Quarter    $1.04   $1.04           $0.81
  Third Quarter     $1.35   $1.34           $1.16
  Fourth Quarter    $0.19   $0.17           $0.03



<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
<S>                  <C>  <C>                                         <C> 
ENTERGY ARKANSAS, INC.
                                                                      
Directors                                                             

Hugh T. McDonald     42   President and Chief Executive Officer       2000-Present
                           of Entergy Arkansas
                          Director of Entergy Arkansas                2000-Present
                          Senior Vice President, Retail of            1999-2000
                           Entergy Services, Inc.
                          Director, Regulatory Affairs - TX of        1995-1999
                           Entergy Gulf States
Donald C. Hintz           See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
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                                                              

C. Gary Clary        56   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
John Thomas Kennedy  41   Vice President - State Governmental         2000-Present
                           Affairs of Entergy Arkansas
                          Attorney at Law, Russellville,              1985-2000
                           Arkansas
James T. Pickens     63   Vice President - Public Affairs of          2000-Present
                           Entergy Arkansas
                          Director of State Governmental &            1990-2000
                           External Affairs of Entergy Arkansas
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.
Hugh T. McDonald          See information under the Entergy           
                           Arkansas Directors Section above.
Steven C. McNeal          See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
Michael G. Thompson       See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
C. John Wilder            See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
                                                               
ENTERGY GULF STATES, INC.                                      
                                                                        
Directors                                                               

E. Renae Conley        43   Director of Entergy Gulf States and         2000-Present
                             Entergy Louisiana
                            President and Chief Executive Officer       2000-Present
                             - LA of Entergy Gulf States and
                             Entergy Louisiana
                            Vice President, Investor Relations of       1999-2000
                             Entergy Services
                            President of Cincinnati Gas &               1998-1999
                             Electric, (a subsidiary of Cinergy
                             Corp.)
                            Chief Executive Officer of Cadence          1997-1998
                             LLC (a subsidiary of Cinergy Corp.)
                            Vice President of Sales of Cinergy          1996-1997
                             Corp.
                            General Manager of Corporate                1994-1996
                             Communications and Investor
                             Relations of Cinergy Corp.                           
Joseph F. Domino       52   Director of Entergy Gulf States             1999-Present
                            President and Chief Executive Officer       1998-Present
                             - TX of Entergy Gulf States
                            Director - Southwest Franchise of           1997-1998
                             Entergy Gulf States
                            Director - Eastern Region of Entergy        1995-1997
                             Services
                            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         61   Vice President - Region of Entergy          1999-Present
                             Gulf States and Entergy Louisiana
                            Vice President of Customer Service of       1998-1999
                             Entergy Louisiana and Entergy Gulf
                             States
                            Vice President of Customer Service of       1994-1998
                             Entergy Louisiana and Entergy New
                             Orleans
Murphy A. Dreher       48   Vice President - State Governmental         1999-Present
                             Affairs - LA of Entergy Gulf States
                             and Entergy Louisiana
                            Legislative Executive - Governmental        1995-1998
                             Affairs of Entergy Gulf States
                            Director of Governmental Affairs of         1993-1995
                             Entergy Gulf States
Randall W. Helmick     46   Vice President - Operations - LA of         1998-Present
                             Entergy Gulf States and Entergy
                             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   49   Vice President - State Governmental         1996-Present
                             Affairs - TX of Entergy Gulf States
                            Vice President - Governmental               1993-1996
                             Affairs, Texas Association of
                             Realtors (trade association)
Wade H. Stewart        55   Vice President, Regulatory Affairs -        2000-Present
                             LA of Entergy Gulf States and Entergy
                             Louisiana
                            Director, Regulatory Affairs - LA of        1995-2000
                             Entergy Gulf States and Entergy
                             Louisiana
C. Gary Clary               See information under the Entergy           
                             Arkansas Officers Section above.
E. Renae Conley             See information under the Entergy           
                             Gulf States Directors Section above.
Joseph F. Domino            See information under the Entergy           
                             Gulf States Directors Section above.
Frank F. Gallaher           See information under the Entergy           
                             Corporation Officers Section in Part
                             I.
Joseph T. Henderson         See information under the Entergy           
                             Corporation Officers Section in Part
                             I.
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                                                             

E. Renae Conley           See information under the Entergy           
                           Gulf States Directors Section above.
Donald C. Hintz           See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
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.
E. Renae Conley           See information under the Entergy           
                           Gulf States Directors Section above.
Murphy A. Dreher          See information under the Entergy           
                           Gulf States Officers Section above.
Frank F. Gallaher         See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
Randall W. Helmick        See information under the Entergy           
                           Gulf States Officers Section above.
Joseph T. Henderson       See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
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.
Wade H. Stewart           See information under the Entergy           
                           Gulf States Officers Section above.
                                                                      
ENTERGY MISSISSIPPI, INC.
                                                                      
Directors                                                             

Carolyn C. Shanks    39   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.
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                                                              

Bill F. Cossar       62   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.
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.
Carolyn C. Shanks         See information under the Entergy           
                           Mississippi Directors Section above.
Michael G. Thompson       See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
C. John Wilder            See information under the Entergy           
                           Corporation Officers Section in Part
                           I.
                                                              
ENTERGY NEW ORLEANS, INC.
                                                                      
Directors                                                             

Daniel F. Packer     53   Chief Executive Officer Entergy New         1998-Present
                           Orleans
                          President and Director of Entergy New       1997-Present
                           Orleans
                          State President - City of New Orleans       1996-1997
                          Vice President - Regulatory and             1994-1996
                           Governmental Affairs of Entergy New
                           Orleans
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                                                              

Elaine Coleman       51   Vice President, External Affairs of         1998-Present
                           Entergy New Orleans
                          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.
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.
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   56   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     54   Secretary of System Energy and              1991-Present
                           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 11, 2001, under the heading "Section
16(a) Beneficial Ownership Reporting Compliance", which information is
incorporated herein by reference.


Item 11.  Executive Compensation

                          ENTERGY CORPORATION
                                   
      Information called for by this item concerning the directors and
officers  of  Entergy Corporation is set forth in the Proxy  Statement
under   the   headings  "Executive  Compensation   Tables",   "General
Information  About Nominees", "Director Compensation", and "Comparison
of  Five  Year  Cumulative Total Return", all of which information  is
incorporated herein by reference.

   ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY
          MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY
                                   
                      Summary Compensation Table
                                   
      The following table includes the Chief Executive Officer and the
four other most highly compensated executive officers in office as  of
December  31,  2000 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  2000.   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       Awards      Payouts            
                                   Compensatio
                                        n
                                                                Other        Restricted      Securities      (a)        (b) All
                                                                Annual         Stock         Underlying      LTIP         Other
           Name              Year  Salary          Bonus        Comp.          Awards         Options       Payouts       Comp.
<S>                          <C>   <C>           <C>          <C>           <C>             <C>            <C>           <C>
E. Renae Conley              2000  $282,642      $280,000     $41,573            (c)        20,000 shares    $181,109    $8,559
CEO-Entergy Louisiana        1999   215,000       344,934      29,662        $84,188(c)(d)   7,500                  0     7,747
CEO-LA-Entergy Gulf States                                                                                                 
                                                                                                                            
Joseph F. Domino             2000  $235,358      $180,732     $51,399            (c)        20,000 shares    $142,314    $7,084
CEO-TX-Entergy Gulf States   1999   223,569       200,210       7,072            (c)        13,487                  0     6,838
                             1998   164,011        39,492       4,558            (c)             0                  0     5,409
                                                                                                                            
Frank F. Gallaher            2000  $416,390      $504,642    $127,484            (c)        34,500 shares    $328,084   $13,910
                             1999   401,161       303,855      38,496            (c)        39,500                  0    13,545
                             1998   382,829       280,747      89,137            (c)         2,500                  0    12,396
                                                                                                                            
Donald C. Hintz              2000  $570,096      $743,000    $104,399            (c)       175,000 shares  $1,181,837   $26,516
                             1999   535,713       495,000      76,188            (c)       272,000                  0    22,156
                             1998   423,379       310,571      28,508            (c)         2,500                  0    14,236
                                                                                                                            
Jerry D. Jackson (e)         2000  $458,223      $554,214     $58,758            (c)        58,500 shares  $1,181,575   $15,162
                             1999   442,809       403,554      39,670            (c)        94,000                  0    15,497
                             1998   408,456       348,156      59,630            (c)         2,500                  0    13,849
                                                                                                                            
J. Wayne Leonard             2000  $836,538    $1,190,000     $11,646            (c)       330,600 shares  $2,410,413   $     0
                             1999   771,938       840,000       2,570            (c)       255,000                  0         0
                             1998   412,843     1,145,416      65,787        $796,860(c)(d)      0                  0    18,125
                                                                                                                            
Hugh T. McDonald             2000  $209,400      $165,000     $53,808            (c)        34,600 shares    $172,773   $54,878
CEO-Entergy Arkansas         1999   181,704       176,267         438            (c)        14,700                  0     5,429
                             1998   131,880        47,788           0            (c)             0                  0         0
                                                                                                                            
Daniel F. Packer             2000  $219,432      $167,382     $16,433            (c)        20,000 shares    $196,929    $6,658
CEO-Entergy New Orleans      1999   211,055       127,920      10,517            (c)        16,750                  0     6,583
                             1998   170,326       123,513      54,208(f)         (c)             0                  0     4,018
                                                                                                                            
Carolyn C. Shanks            2000  $231,193      $182,530      $2,594            (c)        20,000 shares    $104,241    $4,858
CEO-Entergy Mississippi      1999   208,931       133,950       2,549            (c)        11,050                  0     4,800
                             1998   144,798        41,394       3,901            (c)             0                  0     4,340
                                                                                                                            
C. John Wilder               2000  $468,392      $619,370    $148,540            (c)        87,700 shares    $953,006   $13,919
                             1999   445,191       406,693     119,878            (c)        52,500                  0    20,035
                             1998   201,413       513,106       7,255        $758,560(c)(d)      0                  0     3,300
                                                                                                                            
Thomas J. Wright (e)         2000  $298,180      $343,883    $186,470(f)         (c)        35,000 shares    $196,929   $32,921
                             1999   263,120       225,458     159,653(f)         (c)        18,999                  0    32,356
                             1998   234,361       757,045(g)  519,610(f)         (c)             0                  0    20,833
                                                                                                                            
Jerry W. Yelverton           2000  $408,846      $510,000      $4,197        $201,875(c)(d) 58,900 shares    $503,482   $12,732
CEO-System Energy            1999   363,997       328,500       8,036            (c)        49,400                  0    11,286
                             1998   282,410       184,959      22,068            (c)         1,250                  0     8,886
</TABLE>


(a)  Amounts  include the value of restricted shares  that  vested  in
     2000 (see note (c) below) under Entergy's Equity Ownership Plan.

(b)  Includes the following:

     (1)  2000 benefit accruals under the Defined Contribution Restoration
          Plan as follows:  Ms. Conley $3,459; Mr. Domino $2,044; Mr. Gallaher
          $8,810; Mr. Hintz $13,618; Mr. Jackson $10,269; Mr. McDonald $1,183;
          Mr. Packer $1,558; Mr. Wilder $9,393; Mr. Wright $2,340; and Mr.
          Yelverton $7,816.

     (2)  2000  employer contributions to the System Savings  Plan  as
          follows: Ms. Conley $5,100; Mr. Domino $5,040; Mr. Gallaher $5,100;
          Mr. Hintz $4,882; Mr. Jackson $4,893; Mr. McDonald $5,100; Mr. Packer
          $5,100; Ms. Shanks $4,858; Mr. Wilder $4,526; Mr. Wright $5,100; and
          Mr. Yelverton $4,916.

     (3)  2000 reimbursements for moving expenses as follows:  Mr. Hintz
          $8,016; Mr. McDonald $48,595; and Mr. Wright $25,481.

(c)  Restricted   unit   awards  (equivalent  to  shares  of   Entergy
     Corporation common stock) in 2000 are reported under the "Long-Term
     Incentive Plan Awards" table, and reference is made to this table for
     information on the aggregate number of restricted units awarded during
     2000 and the vesting schedule for such units.  At December 31, 2000,
     the number and value of the aggregate restricted unit holdings were as
     follows:  Ms. Conley 8,700 units, $368,119; Mr. Domino 3,100 units,
     $131,169; Mr. Gallaher 11,800 units, $499,288; Mr. Hintz 28,500 units,
     $1,205,906; Mr. Jackson 12,700 units, $537,369; Mr. Leonard 58,000
     units, $2,454,125; Mr. McDonald 3,700 units, $156,556; Mr. Packer
     3,100 units, $131,169; Ms. Shanks 3,100 units, $131,169; Mr. Wilder
     21,367 units, $904,091; Mr. Wright 7,500 units, $317,344; and Mr.
     Yelverton 22,700 units, $960,494.  Accumulated dividends are paid on
     restricted units when vested.  The value of restricted unit holdings
     as of December 31, 2000 is determined by multiplying the total number
     of  units held by the closing market price of Entergy Corporation
     common stock on the New York Stock Exchange Composite Transactions on
     December 31, 2000 ($42.3125 per share).  The value of stock for which
     restrictions were lifted in 2000, and the applicable  portion  of
     accumulated cash dividends, are reported in the LTIP payouts column in
     the above table.

(d)  Restricted  units  were granted to the following  individuals  in
     addition to those granted under the Long Term Incentive Plan.  Ms.
     Conley  was  granted 3,000 units in 1999.  The  units  will  vest
     incrementally over a three-year period that began in 2000, based on
     continued service with Entergy Corporation.  Accumulated dividends
     will be paid.  Mr. Leonard and Mr. Wilder were granted 30,000 and
     26,000 restricted units, respectively, in 1998.  Restricted units
     awarded vest incrementally over a three-year period that began in
     1999,  based  on  continued  service  with  Entergy  Corporation.
     Restrictions are lifted annually. Accumulated dividends will not be
     paid  on  Mr.  Leonard's units and 21,000 units of  Mr.  Wilder's
     restricted units when vested.  Accumulated dividends will be paid on
     5,000 units of Mr. Wilder's restricted units.  Mr. Yelverton  was
     granted 10,000 units in 2000.  Restrictions will be lifted on 3,000
     units  in  2001 and 2002, and the remaining 4,000 units in  2003.
     Accumulated dividends will not be paid.  The value these individuals
     may realize is dependent upon both the number of units that vest and
     the future market price of Entergy Corporation common stock.

(e)  Mr. Jackson is the former Chief Executive Officer of Entergy Gulf
     States, LA and Entergy Louisiana.  Mr. Wright is the former Chief
     Executive Officer of Entergy Arkansas.

(f)  Includes  living expenses, including taxes and housing,  for  Mr.
     Packer of approximately $24,000 in 1998.  Includes closing costs for a
     home purchase for Mr. Wright of approximately $34,000 in 2000 and
     approximately $30,000 in 1999 and $465,000 in 1998 related to various
     overseas living expenses associated with Mr. Wright's assignments in
     London and Australia.

(g)  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 paid in 2000.


                         Option Grants in 2000

      The following table summarizes option grants during 2000 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 Appreciaton
                     Options         in        (per       Expiration     for Option Term(b)
       Name         Granted (a)     2000      share) (a)     Date         5%            10%
<S>                 <C>            <C>         <C>          <C>       <C>         <C>
E. Renae Conley     20,000         0.3%        $23.00       1/27/10   $ 289,292    $  733,122
Joseph F. Domino    20,000         0.3%         23.00       1/27/10     289,292       733,122
Frank F. Gallaher   34,500         0.5%         23.00       1/27/10     499,028     1,264,635
Donald C. Hintz    175,000         2.4%         23.00       1/27/10   2,531,301     6,414,813
Jerry D. Jackson    58,500         0.8%         23.00       1/27/10     846,178     2,144,380
J. Wayne Leonard   330,600         4.6%         23.00       1/27/10   4,781,989    12,118,499
Hugh T. McDonald    34,600         0.5%         23.00       1/27/10     500,474     1,268,300
Daniel F. Packer    20,000         0.3%         23.00       1/27/10     289,292       733,122
Carolyn C. Shanks   20,000         0.3%         23.00       1/27/10     289,292       733,122
C. John Wilder      87,700         1.2%         23.00       1/27/10   1,268,543     3,214,738
Thomas J. Wright    35,000         0.5%         23.00       1/27/10     506,260     1,282,963
Jerry W. Yelverton  58,900         0.8%         23.00       1/27/10     851,964     2,159,043
</TABLE>

(a)  Options were granted on January 27, 2000, 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 27, 2000.  These options will vest incrementally over a three-
     year period beginning in 2001.

 (b) Calculation   based  on  the  market  price  of  the   underlying
     securities  assuming the market price increases over  a  ten-year
     option   period  and  assuming  annual  compounding.  The  column
     presents   estimates  of  potential  values   based   on   simple
     mathematical  assumptions.  The actual value,  if  any,  a  Named
     Executive Officer may realize is dependent upon the market  price
     on the date of option exercise.

   Aggregated Option Exercises in 2000 and December 31, 2000 Option
                                Values

      The  following  table summarizes the number  and  value  of  all
unexercised  options  held  by  the  Named  Executive  Officers.   The
absence,  in the table below, of any Named Executive Officer indicates
that no options are held by such officer.

<TABLE>
<CAPTION>
                                                    Number of Securities         Value of Unexercised
                                              Underlying Unexercisable Option    In-the-Money Options
                Shares Acquired      Value         as of December 31, 2000    as of December 31, 2000(b)
       Name       on Exercise     Realized (a)   Exercisable   Unexercisable  Exercisable  Unexercisable
<S>                 <C>             <C>            <C>           <C>           <C>          <C>
E. Renae Conley          -           $    -          2,500       25,000         $35,625       $457,500
Joseph F. Domino         -                -          5,995       28,992          83,844        497,526
Frank F. Gallaher   34,000          566,563         24,166       60,834         309,054        992,165
Donald C. Hintz          -                -        119,000      383,000       1,676,688      5,873,688
Jerry D. Jackson    71,525          960,091         11,719      121,167          68,780      1,905,285
J. Wayne Leonard         -                -         85,000      500,600       1,051,875      8,488,463
Hugh T. McDonald         -                -          4,899       44,401          68,749        805,751
Daniel F. Packer         -                -          5,583       31,167          69,090        524,442
Carolyn C. Shanks    3,683           44,196              -       27,367               -        477,417
C. John Wilder           -                -         17,500      122,700         216,563      2,126,831
Thomas J. Wright         -                -          6,332       47,667          78,359        832,692
Jerry W. Yelverton       -                -         24,716       91,834          330,376     1,545,065
</TABLE>


(a) Based  on  the difference between the closing price  of  Entergy
    Corporation's common stock on the New York Stock Exchange Composite
    Transactions on the exercise date and the option exercise price.

(b) Based  on  the difference between the closing price  of  Entergy
    Corporation's common stock on the New York Stock Exchange Composite
    Transactions on December 31, 2000, and the option exercise price.

                Long-Term Incentive Plan Awards in 2000
                                   
  The following Table summarizes the awards of restricted units
(equivalent to shares of Entergy Corporation common stock) granted
under the Equity Ownership Plan in 2000 to the Named Executive
Officers.

<TABLE>
<CAPTION>
                                                          Estimated Future Payouts Under
                                                          Non-Stock Price-Based Plans (#
                                                                 of units) (a) (b)
                    Number of  Performance Period Until                         
       Name           Units      Maturation or Payout     Threshold   Target     Maximum
<S>                 <C>             <C>                     <C>       <C>        <C>              
E. Renae Conley      6,700          1/1/00-12/31/02         2,300     4,517      6,700
Joseph F. Domino     3,100          1/1/00-12/31/02         1,100     2,100      3,100
Frank F. Gallaher   11,800          1/1/00-12/31/02         4,000     7,917     11,800
Donald C. Hintz     28,500          1/1/00-12/31/02         9,500    19,000     28,500
Jerry D. Jackson    12,700          1/1/00-12/31/02         4,300     8,500     12,700
J. Wayne Leonard    48,000          1/1/00-12/31/02        16,000    32,000     48,000
Hugh T. McDonald     3,700          1/1/00-12/31/02         1,300     2,503      3,700
Daniel F. Packer     3,100          1/1/00-12/31/02         1,100     2,100      3,100
Carolyn C. Shanks    3,100          1/1/00-12/31/02         1,100     2,100      3,100
C. John Wilder      12,700          1/1/00-12/31/02         4,300     8,500     12,700
Thomas J. Wright     7,500          1/1/00-12/31/02         2,500     5,000      7,500
Jerry W. Yelverton  12,700          1/1/00-12/31/02         4,300     8,500     12,700
</TABLE>

(a) Restricted  units  awarded  will  vest  at the end of  a  three-year
    period, subject to the attainment of approved performance goals  for
    Entergy.  Restrictions are lifted based upon the achievement of  the
    cumulative  result of these goals for the performance  period.   The
    value any Named Executive Officer may realize is dependent upon both
    the number of units that vest and the future market price of Entergy
    Corporation common stock.

(b) The   threshold,   target,  and  maximum levels  correspond  to  the
    achievement of 50%, 100%, and 150%, respectively, of Equity Ownership
    Plan  goals.   Achievement of a threshold, target, or maximum  level
    would  result in the award of the number of units indicated  in  the
    respective  column.   Achievement of a  level  between  these  three
    specified  levels  would result in the award of a  number  of  units
    calculated by means of interpolation.

                          Pension Plan Tables

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

                     Retirement Income Plan Table
                                   
     Annual                                         
    Covered                   Years of Service
  Compensation     15           20     25           30        35
    $100,000  $22,500    $  30,000  $ 37,500  $ 45,000  $ 52,500
     200,000  45,000        60,000    75,000    90,000   105,000
     300,000  67,500        90,000   112,500   135,000   157,500
     400,000  90,000       120,000   150,000   180,000   210,000
     500,000  112,500      150,000   187,500   225,000   262,500
     650,000  146,250      195,000   243,750   292,500   341,250
     950,000  213,750      285,000   356,250   427,500   498,750

      All  of the Named Executive Officers participate in a Retirement
Income  Plan,  a  defined benefit plan, that provides  a  benefit  for
employees  at  retirement from Entergy based upon  (1)  generally  all
years  of  service  beginning at age 21 through  termination,  with  a
forty-year  maximum,  multiplied by (2) 1.5%, multiplied  by  (3)  the
final  average compensation.  Final average compensation is  based  on
the  highest consecutive 60 months of covered compensation in the last
120  months  of  service.  The normal form of  benefit  for  a  single
employee  is a lifetime annuity and for a married employee  is  a  50%
joint and survivor annuity.  Other actuarially equivalent options  are
available to each retiree.  Retirement benefits are not subject to any
deduction  for Social Security or other offset amounts. The amount  of
the  Named Executive Officers' annual compensation covered by the plan
as  of  December 31, 2000, 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, 2000, for the following Named Executive Officers is
as  follows: Ms. Conley 1; Mr. Domino 30; Mr. Gallaher 31; Mr. Jackson
21;  Mr. Leonard 2; Mr. McDonald 18; Mr. Packer 18; Ms. Shanks 17; Mr.
Wright 31; and Mr. Yelverton 21.  The credited years of service  under
the  Retirement Income Plan, as of December 31, 2000 for the following
Named  Executive  Officers, as a result of entering into  supplemental
retirement agreements, is as follows:  Mr. Hintz 29 and Mr. Wilder 17.

      The  maximum benefit under the Retirement Income Plan is limited
by  Sections  401  and 415 of the Internal Revenue Code  of  1986,  as
amended;  however,  Entergy  Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
have elected to participate in the Pension Equalization Plan sponsored
by   Entergy   Corporation.   Under  this  plan,  certain  executives,
including  the  Named Executive Officers, would receive an  additional
amount  equal  to the benefit that would have been payable  under  the
Retirement  Income  Plan,  except  for  the  Sections  401   and   415
limitations discussed above.

      In  addition  to  the  Retirement Income Plan  discussed  above,
Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy  New
Orleans,  and System Energy participate in the Supplemental Retirement
Plan  of  Entergy Corporation and Subsidiaries and the Post-Retirement
Plan of Entergy Corporation and Subsidiaries. Participation is limited
to  one  of  these  two  plans  and is at the  invitation  of  Entergy
Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
and  System  Energy.  The participant may receive from the appropriate
Entergy company a monthly benefit payment not in excess of .025 (under
the  Supplemental Retirement Plan) or .0333 (under the Post-Retirement
Plan)  times the participant's average basic annual salary (as defined
in  the plans) for a maximum of 120 months.  Mr. Hintz, Mr. Packer and
Mr.  Yelverton  have  entered  into  a  Supplemental  Retirement  Plan
participation contract, and Mr. Gallaher, Mr. Jackson, 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.  Participating executives choose, at
retirement,  between the retirement benefits paid under provisions  of
the  SERP or those payable under the Supplemental Retirement  Plan  or
the  Post-Retirement Plan discussed above.  The plan  was  amended  in
1998  to provide that covered pay is the average of the highest  three
years  annual  base pay and incentive awards earned by  the  executive
during  the ten years immediately preceding his retirement.   Benefits
paid  under  the  SERP are calculated by multiplying the  covered  pay
times  target  pay replacement ratios (45%, 50%, or 55%, dependent  on
job rating at retirement) that are attained, according to plan design,
at  20 years of credited service.  The target ratios are increased  by
1% for each year of service over 20 years, up to a maximum of 30 years
of  service.   In accordance with the SERP formula, the target  ratios
are  reduced  for each year of service below 20 years.   The  credited
years of service under this plan are identical to the years of service
for  Named  Executive Officers (other than Mr. Jackson, Mr.  Thompson,
and  Mr.  Yelverton) disclosed above in the section entitled  "Pension
Plan Tables-Retirement Income Plan Table".  Mr. Jackson, Mr. Thompson,
and Mr. Yelverton have 27 years, 19 years, and 31 years, respectively,
of credited service under this plan.

      The  amended  plan  provides that a single employee  receives  a
lifetime  annuity and a married employee receives the reduced  benefit
with  a  50%  surviving spouse annuity.  Other actuarially  equivalent
options  are available to each retiree.  SERP benefits are  offset  by
any and all defined benefit plan payments from Entergy.  SERP benefits
are not subject to Social Security offsets.

      Eligibility  for  and  receipt of  benefits  under  any  of  the
executive  plans described above are contingent upon several  factors.
The  participant  must  agree, without the  specific  consent  of  the
Entergy company for which such participant was last employed,  not  to
take   employment  after  retirement  with  any  entity  that  is   in
competition  with, or similar in nature to, Entergy Arkansas,  Entergy
Gulf  States,  Entergy  Louisiana, Entergy  Mississippi,  Entergy  New
Orleans,  and System Energy or any affiliate thereof. Eligibility  for
benefits is forfeitable for various reasons, including violation of an
agreement   with  Entergy  Arkansas,  Entergy  Gulf  States,   Entergy
Louisiana,  Entergy  Mississippi,  Entergy  New  Orleans,  and  System
Energy, certain resignations of employment, or certain terminations of
employment without Company permission.

      In  addition  to  the  Retirement Income Plan  discussed  above,
Entergy  Gulf  States provides, among other benefits to  officers,  an
Executive Income Security Plan for key managerial personnel.  The plan
provides    participants   with   certain   retirement,    disability,
termination,  and  survivors'  benefits.   To  the  extent  that  such
benefits are not funded by the employee benefit plans of Entergy  Gulf
States  or  by  vested  benefits payable by the  participants'  former
employers,  Entergy  Gulf  States is obligated  to  make  supplemental
payments  to participants or their survivors.  The plan provides  that
upon  the  death or disability of a participant during his employment,
he  or his designated survivors will receive (i) during the first year
following  his death or disability an amount not to exceed his  annual
base  salary,  and  (ii) thereafter for a number of  years  until  the
participant attains or would have attained age 65, but not  less  than
nine  years,  an amount equal to one-half of the participant's  annual
base  salary.  The plan also provides supplemental retirement benefits
for life for participants retiring after reaching age 65 equal to one-
half  of the participant's average final compensation rate, with  one-
half  of  such benefit upon the death of the participant being payable
to a surviving spouse for life.

     Entergy Gulf States amended and restated the plan effective March
1,  1991,  to  provide  such  benefits for life  upon  termination  of
employment  of  a  participating officer or  key  managerial  employee
without cause (as defined in the plan) or if the participant separates
from employment for good reason (as defined in the plan), with 1/2  of
such  benefits to be payable to a surviving spouse for life.  Further,
the plan was amended to provide medical benefits for a participant and
his family when the participant separates from service.  These medical
benefits  generally  continue until the  participant  is  eligible  to
receive  medical benefits from a subsequent employer; but in the  case
of  a  participant  who is over 50 at the time of separation  and  was
participating in the plan on March 1, 1991, medical benefits  continue
for  life.  By virtue of the 1991 amendment and restatement,  benefits
for  a  participant under such plan cannot be modified once he becomes
eligible  to participate in the plan.  Mr. Domino is a participant  in
this plan.

      Upon  completion of the merger with FPL Group, benefits  already
accrued  under  Entergy's  System  Executive  Retirement  Plan,  Post-
Retirement Plan, Supplemental Retirement Plan and Pension Equalization
Plan  will be funded in an irrevocable trust, the assets of which  may
be  used only to pay benefits under such plans and become fully vested
if  the  participant  is involuntarily terminated without  "cause"  or
terminates   employment  for  "good  reason"  (as  such   terms   are,
respectively, defined in such plans), and (b) all amounts credited  to
participants' accounts under Entergy's Deferred Compensation Plan will
be  funded  in an irrevocable trust, the assets of which  may  be used
only  to pay  amounts  under  such agreements (unless  Entergy becomes
insolvent, in which case the assets in  the  trust  will  be available
to satisfy the claims of creditors) (a "rabbi trust").

                       Compensation of Directors
                                   
      For  information  regarding compensation  of  the  directors  of
Entergy  Corporation,  see  the  Proxy  Statement  under  the  heading
"Director  Compensation", which information is incorporated herein  by
reference.   Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy  Mississippi, Entergy New Orleans, and System Energy currently
have  no non-employee directors, and none of the current directors  of
these   companies  are  compensated  for  their  responsibilities   as
director.

      Retired  non-employee  directors of  Entergy  Arkansas,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans with a minimum
of  five  years  of service on the respective Boards of Directors  are
paid  $200 a month for a term of years corresponding to the number  of
years  of active service as directors.  Retired non-employee directors
with  over ten years of service receive a lifetime benefit of  $200  a
month.   Years  of  service as an advisory director  are  included  in
calculating  this benefit.  System Energy has no retired  non-employee
directors.

      Retired  non-employee directors of Entergy Gulf  States  receive
retirement  benefits  under a plan in which all directors  who  served
continuously for a period of years will receive a percentage of  their
retainer fee in effect at the time of their retirement for life.   The
retirement  benefit is 30 percent of the retainer fee for  service  of
not less than five nor more than nine years, 40 percent for service of
not  less  than ten nor more than fourteen years, and 50  percent  for
fifteen  or  more years of service.  For those directors  who  retired
prior  to  the retirement age, their benefits are reduced.   The  plan
also  provides disability retirement and optional hospital and medical
coverage if the director has served at least five years prior  to  the
disability.   The retired director pays one-third of the  premium  for
such  optional hospital and medical coverage and Entergy  Gulf  States
pays  the  remaining  two-thirds.  Years of  service  as  an  advisory
director are included in calculating this benefit.

  Executive Retention and Employment Agreements and Change-in-Control
                             Arrangements
                                   
Entergy Gulf States

      As  a result of the Merger, Entergy Gulf States is obligated  to
pay benefits under the Executive Income Security Plan to those persons
who  were  participants  at  the time of  the  Merger  and  who  later
terminated their employment under circumstances described in the plan.
For  additional description of the benefits under the Executive Income
Security   Plan,   see  the  "Pension  Plan  Tables-System   Executive
Retirement Plan Table" section noted above.

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

     In  connection with the proposed merger between Entergy  and FPL
Group,  Inc., Entergy has entered into retention agreements with  its
executive  officers.  In  addition, WCB Holding Corp., a  new company  
formed  by Entergy  and  FPL Group, has  entered  into  an employment
agreement with Mr. Leonard.

Retention Agreement with Mr.  Leonard - Entergy  has  entered  into a
retention  agreement  with Mr. Leonard which  provides  that  upon  a
termination  of  employment prior to the  earlier  to  occur  of  the
termination  of the merger agreement with FPL Group or the  effective
date  of the employment agreement between Mr. Leonard and WCB Holding
(see "Employment  Agreement with Mr. Leonard" below)  (a)  by Entergy
without  "cause"  or  by Mr. Leonard for "good reason", as such terms
are defined in the agreement, other than a termination  of employment
described in the next  paragraph, or (b)  by reason of  Mr. Leonard's
death or disability:

  o  Entergy will pay to him a lump sum cash severance payment
     equal to three times the sum of Mr. Leonard's base salary and target
     annual incentive award;
  
  o  Entergy will pay to him a pro rata annual incentive award,
     based  on  an  assumed maximum annual achievement of  applicable
     performance goals;
  
  o  his supplemental retirement benefit will fully vest, will  be
     determined as if he had remained employed with Entergy until the
     attainment of age 55, and will commence upon his attainment of age 55;
  
  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed target achievement of applicable performance
     goals;
  
  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; and
  
  o  Entergy will pay to him a "gross-up" payment in respect of
     any excise taxes he might incur.

      If  Mr. Leonard's employment is terminated by Entergy prior  to  
the earlier of completion of the merger with FPL Group or termination
of  the merger agreement with FPL Group upon the determination of the
Board  that for reasons other than "cause" and in the  best interests 
of  Entergy's shareholders  in connection  with the completion of the 
merger with FPL Group, it  is necessary  that  Mr. Leonard  no longer 
serve as Chief Executive Officer of Entergy:

  o  Entergy will pay to him a lump sum severance payment equal to
     five times the sum of his base salary and maximum annual incentive
     award;
  
  o  Entergy will pay to him a pro rata annual incentive award,
     based on an assumed maximum achievement of applicable performance
     goals;
  
  o  his supplemental retirement benefit will fully vest, will  be
     determined as if he had remained employed with Entergy until the
     attainment of age 55, and will commence upon his attainment of age 55;
  
  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed maximum achievement of applicable performance
     goals;
  
  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; and
  
  o  Entergy will pay to him a "gross-up" payment in respect of
     any excise taxes he might incur.

     If Mr. Leonard's employment is terminated by Entergy for "cause"
at  any  time, or  by Mr. Leonard without "good  reason"  and without
Entergy's permission prior to his attainment of age  55, Mr.  Leonard
will forfeit his supplemental  retirement  benefit.  If Mr. Leonard's
employment  is  terminated by Mr.  Leonard without "good reason" with
the Entergy's permission  prior  to  his attainment  of  age 55,  Mr.
Leonard  will  be  entitled  to  a  supplemental  retirement benefit,
reduced  by 6.5% for each year that the termination date precedes his
attainment of age 55, payable commencing upon Mr. Leonard's attainment
of  age 62.  If Mr. Leonard's employment is terminated by Mr. Leonard
without "good reason" following his attainment of age 55, Mr. Leonard
will be entitled to  his full supplemental  retirement  benefit.  The
amounts  payable under the agreement will be funded in a rabbi trust.

      Additionally, the Board of Directors has approved a grant to Mr.
Leonard  of  200,000 restricted  stock  units  pursuant  to  Entergy's
Equity Ownership Plan.   50,000 of the restricted stock units (without
dividends) will vest on each of December 31, 2001, December 31,  2002,
December  31, 2003 and December 31, 2004.  In addition, the restricted
stock units will vest upon the termination of Mr. Leonard's employment
by Entergy without "cause" or  by Mr.  Leonard  for "good  reason" (as
defined in the retention agreement between  Mr.  Leonard and Entergy).

Retention  Agreement  with  Mr.  Gallaher - Entergy has entered  into
a  retention  agreement with Mr. Gallaher which  provides  that  upon
termination of employment prior to the earlier of the termination  of
the  merger agreement with FPL Group or the second anniversary of the
completion of the merger with FPL Group (a) by Mr. Gallaher for "good
reason"  or by Entergy without  "cause",  as  such  terms are defined
in  the  agreement  or  (b)  by reason of  Mr.  Gallaher's  death  or
disability:

  o  Entergy will pay to him a lump sum cash severance payment
     equal to four times the sum of his base salary and maximum annual
     incentive award;
  
  o  Entergy will pay to him a pro rata annual incentive award,
     based on an assumed maximum achievement of applicable performance
     goals;
  
  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed maximum achievement of applicable performance
     goals;
  
  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term;
  
  o  he may elect to receive either a lump sum supplemental retirement
     benefit equal to $3.8 million or the benefit he would have earned
     under the terms of the SERP applicable to individuals who became
     participants on or after March 25, 1998;
  
  o  Entergy will pay to him a "gross-up" payment in respect of
     any excise taxes he might incur; and
  
  o  the amounts payable under the agreement will be funded in a rabbi
     trust.

Retention agreement with  Mr.  Hintz - Entergy  has  entered  into  a
retention agreement with Mr. Hintz which provides that Mr. Hintz will
be paid an initial retention payment of approximately $2.8 million on
the  date  on  which the merger with FPL Group is  completed  and  an
additional  retention payment of approximately $2.3  million  on  the
second anniversary of the completion of the merger with FPL Group  if
he  remains  employed  on  each of those dates.  The  agreement  also
provides that upon termination of employment prior to the earlier  of
the  termination of the merger agreement with FPL Group or the second
anniversary of the completion of the merger with FPL Group (a) by Mr.
Hintz  for "good reason" or  by  Entergy  without  "cause",  as  such
terms  are  defined in the agreement or (b) by reason of Mr.  Hintz's
death or disability:

  o  Entergy will pay to him a lump sum cash severance payment
     equal to $2.8 million if such termination occurs prior to completion
     of  the  merger  of FPL Group or equal to $2.3 million  if  such
     termination occurs following completion of the merger with FPL Group;
  
  o  Entergy will pay to him a pro rata annual incentive award,
     based on an assumed maximum achievement of applicable performance
     goals, if such termination occurs following completion of the merger
     with FPL Group;
  
  o  he will be entitled to immediate payment of performance awards
     based upon an assumed target achievement of applicable performance
     goals, if such termination occurs prior to completion of the merger,
     or based upon an assumed maximum achievement of applicable performance
     goals, if such termination occurs following completion of the merger
     with FPL Group;
  
  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term;
  
  o  he will be entitled to receive a supplemental retirement benefit
     that, when combined with Mr. Hintz's SERP benefit, equals the benefit
     he  would  have earned under the terms of the SERP as in  effect
     immediately prior to March 25, 1998;
  
  o  Entergy will pay to him a "gross-up" payment in respect of
     any excise taxes he might incur; and
  
  o  the amounts payable under the agreement will be funded in a rabbi
     trust.
  
Retention Agreement with Mr. Jackson - Entergy  has  entered  into  a
retention  agreement  with  Mr.  Jackson  which  provides  that  upon
termination of employment (a) by him for "good reason" or by  Entergy
without "cause",  as  such terms are defined in the agreement, or  by
reason of his death or disability, in each case prior to  the earlier 
of  completion  of  the  merger with FPL Group or termination  of the  
merger agreement with  FPL  Group or (b)  for  any  reason  following 
completion of the merger with FPL Group:

  o  Entergy will pay to him a lump sum cash severance payment
     equal to four times the sum of his base salary and maximum
     annual incentive award;
  
  o  Entergy will pay to him a pro rata annual incentive award,
     based on an assumed maximum achievement of applicable performance
     goals;
  
  o  Entergy will pay to him a "gross-up" payment in respect of
     any excise taxes he might incur;
  
  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed maximum achievement of applicable performance
     goals;
  
  o  he may elect to receive either a lump sum supplemental retirement
     benefit  equal to (a) $4.3 million or (b) the benefit  that  he
     would have earned under the terms of the SERP applicable to
     individuals who became participants on or after March 25, 1998;

  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; and
  
  o  the amounts payable under the agreements will be funded in  a
     rabbi trust.

Retention Agreement with Mr.  Wilder - Entergy  has  entered  into  a
retention  agreement  with  Mr.  Wilder  which  provides  that   upon
termination of employment (a) by Mr. Wilder for "good reason"  or  by
Entergy  without  "cause", as  such   terms   are   defined   in  the
agreement,  in  each  case  prior to the termination  of  the  merger
agreement  with FPL Group or prior to the second anniversary  of  the
completion  of  the  merger  with FPL  Group,(b)  by  reason  of  Mr.
Wilder's   death  or  disability  prior  to the  termination  of  the
merger agreement with FPL Group or prior to the second anniversary of
the  completion  of the merger with FPL Group or (c) for  any  reason
following the second anniversary of the completion of the merger with
FPL Group:

  o  Entergy will pay to him a lump sum cash severance payment
     equal to four times the sum of the his base salary and maximum annual
     incentive award;
  
  o  Entergy will pay to him a pro rata annual incentive award,
     based on an assumed maximum achievement of applicable performance
     goals;
  
  o  except  in  the case of a termination by reason of  death  or
     disability, he will continue to be employed as a Special Project 
     Coordinator at an annual base salary of $200,000, and will continue to 
     participate in all of Entergy's benefit plans, until the earliest 
     of (a) his attainment of age 55 (at which time he will be deemed eligible 
     to retire under Entergy's plans then in effect), (b) his employment
     with a company listed in the Fortune Global 500 Index or (c) his
     employment with any company that has a conflict of interest policy
     that would prohibit his continued employment with Entergy;
  
  o  Entergy will credit him with 15 additional years of service
     under Entergy's supplemental retirement plan and he may
     elect to receive either (a) approximately $1.9 million in a cash lump
     sum in full settlement of all nonqualified retirement benefits or (b)
     the benefit that he would have earned under the terms of the SERP
     applicable to individuals who became participants on or after March
     25, 1998 (which amount he may elect to receive upon completion of the
     merger with FPL Group);
  
  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed maximum achievement of applicable performance
     goals;
  
  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; and
  
  o  Entergy will pay to him a "gross-up" payment in respect of
     any excise taxes he might incur.

     If Mr. Wilder terminates his employment for any reason following
shareholder  approval of the merger with FPL Group but prior  to  the
completion of the merger, Entergy will  pay  to  him  a lump sum cash
severance payment equal to three times the sum of his base salary and
target annual incentive award and a "gross-up" payment in respect  of
any excise taxes he might incur.

      If  Mr.  Wilder terminates employment without good  reason  and
other  than  on  account  of death or disability,  on  or  after  the
completion  of  the merger and before the second anniversary  of  the
completion of the merger with FPL Group:

  o  Entergy will pay to him a lump sum cash severance payment
     equal to three times the sum of his base salary and target annual
     incentive award;
  
  o  Entergy will pay to him a pro rata annual incentive award,
     based on an assumed maximum achievement of applicable performance
     goals;
  
  o  he will continue to be employed as a Special Project Coordinator
     at an annual base salary of $200,000, and will continue to participate
     in all of Entergy's benefit plans, until the earliest of (a) his
     attainment of age 55 (at which time he will be deemed eligible to
     retire under Entergy's plans then in effect), (b) his employment
     with a company listed in the Fortune Global 500 Index or (c) his
     employment with any company that has a conflict of interest policy
     that would prohibit his continued employment with Entergy;
  
  o  Entergy will credit him with 15 additional years of service
     under Entergy's supplemental retirement plan and he may elect to
     receive either (a) approximately $1.9 million in a cash lump sum in
     full settlement of all nonqualified retirement benefits or (b) the
     benefit  that he would have earned under the terms of  the  SERP
     applicable to individuals who became participants on or after March
     25, 1998 (which amount he may elect to receive upon completion of the
     merger with FPL Group);
  
  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed target achievement of applicable performance
     goals;
  
  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; 
  
  o  Entergy will pay to him a "gross-up" payment in respect of
     any excise taxes he might incur; and
  
  o  the amounts payable under the agreement will be funded in a rabbi
     trust.
  
Retention Agreement with Mr.  Yelverton - Entergy  has  entered  into
a  retention agreement with Mr. Yelverton which provides that he will
be  paid  cash  retention payments of $680,000 on each of  the  first
three anniversaries of the completion of the merger with FPL Group if
he  remains  employed  on each of those dates.   The  agreement  also
provides that upon termination of employment prior to the earlier  of
the  termination of the merger agreement or the third anniversary  of
the  completion of the merger with FPL Group (a) by Mr. Yelverton for
"good  reason"  or  by Entergy without "cause",  as  such  terms  are
defined in the agreement or (b) by reason of Mr. Yelverton's death or
disability:

  o  Entergy will pay him a lump sum cash severance payment equal
     to the remaining unpaid portion of the cash retention payments;
  
  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed target achievement of applicable performance
     goals;
  
  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; 
  
  o  Entergy will pay to him a "gross-up" payment in respect of
     any excise taxes he might incur; and
  
  o  the amounts payable under the agreement will be funded in a rabbi
     trust.

Employee Retention Bonus Plan - Ms. Conley, Mr. Domino, Mr. McDonald,
Mr.  Packer and Ms. Shanks are participants in the Employee Retention
Bonus  Plan of Entergy and its Subsidiaries.  Under the Plan,  he  or
she  will be paid (a) on the date on which the merger with FPL  Group
is  completed, an initial retention payment of one time  his  or  her
annual base salary and (b) on the first anniversary of the completion
of  the merger with FPL Group, an additional retention payment of one
time  his  or  her  annual base salary.  Each  of  them  must  remain
employed on each of those dates and satisfy certain other conditions.
Upon termination of employment by any of them for "good reason" or by
Entergy  without "cause",  as  such  terms  are defined in the  Plan,
(a)  if prior to closing of the merger with FPL Group, then he or she
would receive both payments on date on which the merger is completed,
or  (b) if after the closing of the merger with FPL Group, he or  she
would  receive the remaining payment upon termination of  employment.
In  the event of death or disability before the closing of the merger
with  FPL Group, each of them or their beneficiary would receive  one
time  his  or  her annual base salary and in the event  of  death  or
disability  after the closing of the merger with FPL Group,  each  of
them  or  their beneficiary would receive the remaining payment.   If
the  merger is terminated, each of them would receive one-half of his
or her annual base salary.

Employment Agreement with Mr. Leonard - WCB Holding has entered  into
an  employment  agreement  with Mr. Leonard  pursuant  to  which  Mr.
Leonard  will serve as Chief Executive Officer and President  of  WCB
Holding. Pursuant to WCB Holding's By-laws, during a specified period
following  the consummation of the merger with FPL Group  (until  the
earlier  of  (a)  a vacancy on WCB Holding's Board of Directors  with
respect to a director designated by FPL Group which follows the first
anniversary  of  the consummation of the merger  and  (b)  the  third
annual shareholder meeting of WCB Holding which occurs following  the
calendar year in which the merger is consummated), Mr. Leonard may be
removed  or  replaced from his positions with WCB  Holding  (and  any
person other than Mr. Leonard may be elected to such positions)  only
upon  the  affirmative vote of at least two-thirds of  WCB  Holding's
entire Board of Directors. The agreement is for an initial three-year
term  commencing upon consummation of the merger with FPL Group, with
opportunity for extension. The agreement also provides the following:

  o  During  the  first year following the merger,  Mr.  Leonard's
     compensation will be determined by the compensation committee of the
     WCB Holding Board of Directors based on competitive practices for the
     chief executive officer of companies of comparable size and standing,
     but in no event will Mr. Leonard's base salary, annual incentive
     compensation, long-term incentives, fringe benefits, and eligibility
     to  participate in all savings and retirement plans,  practices,
     policies and programs be less favorable than that of Mr. Broadhead,
     currently Chairman and Chief Executive Officer of FPL Group, and also
     designated to be the Chairman of the Board of WCB Holdings.  Mr.
     Broadhead's annual base salary will be no less than $1,050,000, his
     annual incentive compensation target will be no less than 75% of base
     salary, and his long-term incentive compensation target will be no
     less than 185% of base salary.
  
  o  Thereafter, Mr. Leonard's base salary and additional compensation
     will be reviewed by the compensation committee of WCB Holding for
     possible increase at least annually during the term of his employment.
  
  o  Mr. Leonard will participate in supplemental executive plans,
     agreements  and  arrangements such that the aggregate  value  of
     retirement benefits available to Mr. Leonard and his beneficiaries at
     the end of his employment with WCB Holding will not be less than that
     to which he would have been entitled had he remained in Entergy's
     employment for the same period of time under his current arrangements 
     with Entergy.
  
      If  Mr. Leonard's employment is involuntarily terminated without
"cause"  or  if  he terminates for "good reason", as  such  terms  are
defined  in his employment agreement, Mr. Leonard will be entitled  to
receive, in lieu of benefits, a cash severance payment equal to  three
times  the  sum of his Annual Base Salary and Highest Bonus,  as  such
terms  are  defined  in the agreement, continued  benefits  for  three
additional years, certain additional benefits and a "gross-up" payment
in respect of any excise taxes he might incur.


       Personnel Committee Interlocks and Insider Participation
                                   
      The  compensation  of  Entergy Arkansas,  Entergy  Gulf  States,
Entergy  Louisiana,  Entergy Mississippi,  Entergy  New  Orleans,  and
System Energy executive officers was set by the Personnel Committee of
Entergy Corporation's Board of Directors, composed solely of Directors
of Entergy Corporation.


Item  12.   Security  Ownership  of  Certain  Beneficial  Owners   and
Management

      Entergy Corporation owns 100% of the outstanding common stock of
registrants Entergy Arkansas, Entergy Gulf States, Entergy  Louisiana,
Entergy  Mississippi,  Entergy New Orleans, and  System  Energy.   The
information with respect to persons known by Entergy Corporation to be
beneficial owners of more than 5% of Entergy Corporation's outstanding
common  stock is included under the heading "Stockholders Who  Own  at
Least  Five  Percent"  in the Proxy Statement,  which  information  is
incorporated  herein  by reference.  Other than the  Merger  Agreement
with  FPL  Group, 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, 2000, 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(c)
                                                    
      Entergy Corporation                                        
      Maureen S. Bateman*               300               -
      W. Frank Blount*                6,834               -
      George W. Davis*                1,500               -
      Norman C. Francis*              2,500               -
      Frank F. Gallaher**             7,640          24,166
      Donald C. Hintz**               3,536         119,000
      Jerry D. Jackson**             22,960          11,719
      J. Wayne Leonard***            13,065          85,000
      Robert v.d. Luft*              15,052          85,000
      Kathleen A. Murphy*             1,300(b)            -
      Paul W. Murrill*                2,704               -
      James R. Nichols*               8,859               -
      William A. Percy, III*            550               -
      Dennis H. Reilley*                600               -
      Wm. Clifford Smith*             9,485               -
      Bismark A. Steinhagen*          9,647               -
      C. John Wilder**                9,017          17,500
      All directors and executive                                
        officers                    137,171         367,326



<PAGE>
                                      Entergy Corporation
                                          Common Stock
                                      Amount and Nature of
                                     Beneficial Ownership(a)
                                    Sole Voting         
                                        and          Other
                                    Investment     Beneficial
                   Name               Power       Ownership(c)
                                                               
      Entergy Arkansas                                         
      Donald C Hintz***                3,536        119,000
      Jerry D. Jackson***             22,960         11,719
      J. Wayne Leonard**              13,065         85,000
      Hugh T. McDonald***              3,475          4,899
      C. John Wilder***                9,017         17,500
      Thomas J. Wright**(d)           15,332(b)       6,332
      All directors and executive                   
        officers                     105,303        281,224
                                                          
                                                          
      Entergy Gulf States                                    
      E. Renae Conley***                 220          2,500
      Joseph F. Domino***              6,917          5,995
      Frank F. Gallaher**              7,640         24,166
      Donald C. Hintz***               3,536        119,000
      Jerry D. Jackson***(d)          22,960         11,719
      J. Wayne Leonard**              13,065         85,000
      C. John Wilder***                9,017         17,500
      All directors and executive                   
        officers                     104,687        284,238
                                                    
                                                    
      Entergy Louisiana                             
      E. Renae Conley***                 220          2,500
      Frank F. Gallaher**              7,640         24,166
      Donald C. Hintz***               3,536        119,000
      Jerry D. Jackson***(d)          22,960         11,719
      J. Wayne Leonard**              13,065         85,000
      C. John Wilder***                9,017         17,500
      All directors and executive                   
        officers                      97,020        278,243
                                                     


<PAGE>
                                      Entergy Corporation
                                          Common Stock
                                      Amount and Nature of
                                    Beneficial Ownership(a)
                                    Sole Voting         
                                        and          Other
                                    Investment     Beneficial
                   Name               Power       Ownership(c)
                                                    
      Entergy Mississippi                           
      Donald C. Hintz***               3,536        119,000
      Jerry D. Jackson***             22,960         11,719
      J. Wayne Leonard**              13,065         85,000
      Carolyn C. Shanks***             3,708              -
      C. John Wilder***                9,017         17,500
      All directors and executive                   
        officers                      89,639        269,993
                                                          
                                                          
      Entergy New Orleans                                    
      Donald C. Hintz***               3,536        119,000
      Jerry D. Jackson***             22,960         11,719
      J. Wayne Leonard**              13,065         85,000
      Daniel F. Packer***              2,858          5,583
      C. John Wilder***                9,017         17,500
      All directors and executive                   
        officers                      86,470        275,576
                                                    
      System Energy                                 
      Donald C. Hintz***               3,536        119,000
      Jerry D. Jackson**              22,960         11,719
      J. Wayne Leonard**              13,065         85,000
      C. John Wilder***                9,017         17,500
      Jerry W. Yelverton***            8,349         24,716
      All directors and executive                   
        officers                      72,639        270,543
                                               

    * Director of the respective Company
   ** Named Executive Officer of the respective Company
  *** Director and Named Executive Officer of the respective Company

(a) Based  on  information furnished by the respective  individuals.
    Except as noted, each individual has sole voting and investment power.
    The number of shares of Entergy Corporation common stock owned by each
    individual and by all directors and executive officers as a group does
    not exceed one percent of the outstanding Entergy Corporation common
    stock.

(b) Includes  1,000  shares for Ms. Murphy in which  she  has  joint
    ownership.  Includes 5,171 shares for Mr. Wright in which he has joint
    ownership and 1,793 shares in which he has custodial ownership.

(c) Other  Beneficial  Ownership 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.

(d) Mr.  Wright is the former Chief Executive Officer and  a  former
    director  of  Entergy Arkansas.  Mr. Jackson is  the  former  Chief
    Executive Officer of Entergy Gulf States, LA and Entergy Louisiana.



Item 13.  Certain Relationships and Related Transactions

      During 2000, T. Baker Smith & Son, Inc. performed land-surveying
services  for,  and received payments of approximately  $427,014  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 41 and 42)

(a)2. Financial Statement Schedules


      Reports   of  Independent  Accountants  on  Financial  Statement
      Schedules (see page 241)

      Financial  Statement  Schedules  are  listed  in  the  Index  to
      Financial Statement Schedules (see page S-1)

(a)3. Exhibits

      Exhibits  for  Entergy, Entergy Arkansas, Entergy  Gulf  States,
      Entergy  Louisiana,  Entergy Mississippi, Entergy  New  Orleans,
      and  System Energy are listed in the Exhibit Index (see page  E-
      1).    Each   management  contract  or  compensatory   plan   or
      arrangement  required  to  be filed  as  an  exhibit  hereto  is
      identified as such by footnote in the Exhibit Index.

(b)   Reports on Form 8-K

      Entergy Corporation and Entergy Louisiana

      A  Current Report on Form 8-K, dated October 19, 2000, was filed
      with  the  SEC on October 19, 2000, reporting information  under

      Item  5.  "Other Events" and Item 7. "Financial Statements,  Pro
      Forma Financial Statements and Exhibits".

      Entergy Corporation

      A  Current  Report  on Form 8-K, dated December  15,  2000,  was
      filed  with  the SEC on December 15, 2000, reporting information
      under  Item 5. "Other Events" and Item 7. "Financial Statements,
      Pro Forma Financial Statements and Exhibits".

      Entergy Corporation

      A  Current Report on Form 8-K, dated January 9, 2001, was  filed
      with  the  SEC  on January 9, 2001, reporting information  under

      Item  7.  "Financial Statements, Pro Forma Financial  Statements
      and Exhibits" and Item 9. "Regulation FD Disclosure".

      Entergy Corporation

      A  Current Report on Form 8-K, dated February 1, 2001, was filed
      with  the  SEC on February 1, 2001, reporting information  under
      Item  7.  "Financial Statements, Pro Forma Financial  Statements
      and Exhibits" and Item 9. "Regulation FD Disclosure".


<PAGE>
                          ENTERGY CORPORATION
                                   

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.


                                      ENTERGY CORPORATION



                                      By /s/ Nathan E. Langston
                                      Nathan E. Langston, Vice President and
                                      Chief Accounting Officer

                                      Date: March 16, 2001



      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 16, 2001
                               Accounting Officer
                         (Principal Accounting Officer)




     J. Wayne Leonard (Chief Executive  Officer  and Director; 
     Principal Executive  Officer); Robert v.d. Luft (Chairman 
     of the  Board and  Director); C. John  Wilder  (Executive 
     Vice  President and Chief  Financial  Officer;  Principal   
     Financial  Officer); Maureen S. Bateman, W. Frank Blount, 
     George W. Davis,  Norman  C.  Francis, Thomas F. McLarty, 
     III, Kathleen  A.  Murphy,  Paul  W.  Murrill,  James  R.  
     Nichols, William  A.  Percy, II, Dennis H.  Reilley,  Wm.  
     Clifford Smith, and Bismark A. Steinhagen (Directors).



By: /s/ Nathan E. Langston                    March 16, 2001
 (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 16, 2001


      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 16, 2001
                               Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Hugh T. McDonald (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer);   Donald   C.  Hintz  and  Jerry   D.   Jackson
     (Directors).
     
     
     
By: /s/ Nathan E. Langston                        March 16, 2001
(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 16, 2001



      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 16, 2001
                              Accounting Officer
                         (Principal Accounting Officer)




     Joseph F. Domino  (Chairman of the Board, President, Chief 
     Executive Officer-Texas, and Director; Principal Executive  
     Officer); E.  Renae  Conley  (President,  Chief  Executive  
     Officer-Louisiana,   and   Director;  Principal  Executive 
     Officer); C. John Wilder  (Executive Vice President, Chief  
     Financial  Officer,  and   Director;  Principal  Financial  
     Officer); Donald C. Hintz and Jerry D. Jackson (Directors).



By: /s/ Nathan E. Langston                        March 16, 2001
(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 16, 2001


      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 16, 2001
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     E.  Renae Conley (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer);   Donald   C.  Hintz  and  Jerry   D.   Jackson
     (Directors).
     
     
     
     
By: /s/ Nathan E. Langston                         March 16, 2001
(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 16, 2001


      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 16, 2001
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Carolyn  C.  Shanks  (Chairman of the  Board,  President,
     Chief   Executive   Officer,  and   Director;   Principal
     Executive  Officer);  C.  John  Wilder  (Executive   Vice
     President,   Chief  Financial  Officer,   and   Director;
     Principal  Financial Officer); Donald C. Hintz and  Jerry
     D. Jackson (Directors).
     
     
     
     
By: /s/ Nathan E. Langston                          March 16, 2001
(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 16, 2001


      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 16, 2001
                              Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Daniel F. Packer (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer);   Donald   C.  Hintz  and  Jerry   D.   Jackson
     (Directors).
     
     
     
     
By: /s/ Nathan E. Langston                             March 16, 2001
(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 16, 2001


      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 16, 2001
                              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 16, 2001
(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), the registration statements on Form S-8  (Nos.
333-75097  and  333-55692) 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 1,  2001,
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,  333-05045  and  333-39018)  of
Entergy  Arkansas, Inc. of our reports dated February 1,  2001,
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  1,  2001,
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  1, 2001, 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, 333-64023 and 333-53554)
of  Entergy Mississippi, Inc. of our reports dated February  1,
2001,  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 1, 2001,  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 1, 2001,  relating
to the financial statements, which appears in this Form 10-K.



PricewaterhouseCoopers LLP

New Orleans, Louisiana
March 14, 2001




<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 1, 2001




<PAGE>

                INDEX TO FINANCIAL STATEMENT SCHEDULES


Schedule                                                         Page

 I        Financial Statements of Entergy Corporation:
            Statements of Income - For the Years Ended 
               December 31, 2000, 1999, and 1998                   S-2
            Statements of Cash Flows - For the Years Ended 
               December 31, 2000, 1999, and 1998                   S-3
            Balance Sheets, December 31, 2000 and 1999             S-4
            Statements of Retained Earnings, Comprehensive Income, 
               and Paid-In Capital for the Years Ended 
               December 31, 2000, 1999, and 1998                   S-5
 II       Valuation and Qualifying Accounts
            2000, 1999 and 1998:
               Entergy Corporation and Subsidiaries                S-6
               Entergy Arkansas, Inc.                              S-7
               Entergy Gulf States, Inc.                           S-8
               Entergy Louisiana, Inc.                             S-9
               Entergy Mississippi, Inc.                           S-10
               Entergy New Orleans, Inc.                           S-11



      Schedules other than those listed above are omitted because they
are not required, not applicable, or the required information is shown
in the financial statements or notes thereto.

      Columns  have  been  omitted from schedules  filed  because  the
information is not applicable.


<PAGE>

                           ENTERGY CORPORATION
                                             
         SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                          STATEMENTS OF INCOME
                                             
                                          For the Years Ended December 31,
                                            2000        1999        1998
                                                   (In Thousands)
                                                                           
Income:                                                                    
  Equity in income of subsidiaries         $698,243    $651,977    $822,758
  Interest on temporary investments          12,273       5,703       2,536
                                           --------    --------    --------
        Total                               710,516     657,680     825,294
                                           --------    --------    --------
                                                                           
Expenses and Other Deductions:                                             
  Administrative and general expenses        25,146      85,815      77,296
  Income taxes (credit)                     (15,212)     12,524      (6,847)
  Taxes other than income                       661         739       1,325
  Interest                                   20,627       6,143      14,451
                                           --------    --------    --------
        Total                                31,222     105,221      86,225
                                           --------    --------    --------
                                                                           
Net Income                                 $679,294    $552,459    $739,069
                                           ========    ========    ========

See Entergy Corporation and Subsidiaries Notes to Financial
Statements in Part II, Item 8.                                             
                                               


<PAGE>

<TABLE>
<CAPTION>

                          ENTERGY CORPORATION
                                          
         SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                         STATEMENTS OF CASH FLOWS
                                          
                                                                  Year to Date December 31,
                                                                2000        1999        1998
                                                                       (In Thousands)
<S>                                                            <C>         <C>        <C>
Operating Activities:                                                               
  Net income                                                   $679,294    $552,459   $739,069
  Noncash items included in net income:                                                       
    Equity in earnings of subsidiaries                         (698,243)   (651,977)  (822,758)
    Deferred income taxes                                        (9,014)    (15,237)    (1,997)
    Depreciation                                                    962       1,438      2,069
  Changes in working capital:                                                                 
    Receivables                                                   2,013         198    (21,033)
    Payables                                                    (13,822)     17,256        357
    Other working capital accounts                               98,489     (83,711)    26,683
  Common stock dividends received from subsidiaries             314,300     532,300    488,500
  Other                                                         (11,694)     68,276     36,948
                                                               --------    --------   --------
    Net cash flow provided by operating activities              362,285     421,002    447,838
                                                               --------    --------   --------
                                                                                              
Investing Activities:                                                                         
  Investment in subsidiaries                                    194,665     237,121    (96,383)
  Capital expenditures                                             (360)       (604)      (212)
  Other                                                          (1,000)      9,328          -
                                                               --------    --------   --------
    Net cash flow provided by (used in) investing activities    193,305     245,845    (96,595)
                                                               --------    --------   --------
                                                                                              
Financing Activities:                                                                         
  Changes in short-term borrowings                              267,000    (165,500)    99,500
  Advances to subsidiaries                                      (32,833)    (32,261)   (33,000)
  Common stock dividends paid                                  (271,019)   (291,483)  (373,441)
  Repurchase of common stock                                   (550,206)   (245,004)    (2,964)
  Issuance of common stock                                       41,908      15,320     19,340
                                                               --------    --------   --------
    Net cash flow used in financing activities                 (545,150)   (718,928)  (290,565)
                                                               --------    --------   --------
                                                                                              
Net increase (decrease) in cash and cash equivalents             10,440     (52,081)    60,678
                                                                                              
Cash and cash equivalents at beginning of period                 16,493      68,574      7,896
                                                               --------    --------   --------
                                                                                              
Cash and cash equivalents at end of period                      $26,933     $16,493    $68,574
                                                               ========    ========   ========
See Entergy Corporation and Subsidiaries Notes to Financial Statements
in Part II, Item 8.                                                                 
                                          
</TABLE>


<PAGE>
                             ENTERGY CORPORATION                       
                                               
          SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                                BALANCE SHEETS                         
                                               
                                                             December 31,
                                                          2000          1999
                                                            (In Thousands)
                       ASSETS                                                   
Current Assets:                                                                 
  Cash and cash equivalents:                                                    
     Temporary cash investments - at cost,                                      
        which approximates market                        $26,933       $16,493
                                                      ----------    ----------
          Total cash and cash equivalents                 26,933        16,493
  Accounts receivable:                                                          
    Associated companies                                 117,019       177,501
  Interest receivable                                        154            93
  Other                                                    1,858         1,937
                                                      ----------    ----------
           Total                                         145,964       196,024
                                                      ----------    ----------
                                                                                
Investment in Wholly-owned Subsidiaries                7,310,589     7,114,525
                                                      ----------    ----------
                                                                                
Deferred Debits and Other Assets                          58,571        50,357
                                                      ----------    ----------
                                                                                
           Total                                      $7,515,124    $7,360,906
                                                      ==========    ==========
        LIABILITIES AND SHAREHOLDERS' EQUITY                                    
Current Liabilities:                                                            
  Notes payable                                         $387,000      $120,000
  Accounts payable:                                                             
    Associated companies                                   2,206         2,165
    Other                                                  3,964        17,786
  Taxes accrued                                           13,123         9,142
  Other current liabilities                               10,542         6,399
                                                      ----------    ----------
           Total                                         416,835       155,492
                                                      ----------    ----------
                                                                                
Deferred Credits and Noncurrent Liabilities               93,588        80,989
                                                      ----------    ----------
                                                                               
Shareholders' Equity:                                                           
  Common stock, $.01 par value, authorized                                      
    500,000,000 shares; issued 248,094,614 shares          
    in 2000 and 247,082,345 shares in 1999                 2,481         2,471
  Paid-in capital                                      4,660,483     4,636,163
  Retained earnings                                    3,190,640     2,786,467
  Cumulative foreign currency translation adjustment     (73,998)      (68,782)
  Less cost of treasury stock (28,490,031 shares in                             
    2000 and 8,045,434 shares in 1999)                   774,905       231,894
                                                      ----------    ----------
           Total common shareholders' equity           7,004,701     7,124,425
                                                      ----------    ----------
                                                                                
           Total                                      $7,515,124    $7,360,906
                                                      ==========    ==========
See Entergy Corporation and Subsidiaries Notes to
Financial Statements in Part II, Item 8.
     

<PAGE>

<TABLE>
<CAPTION>
                            ENTERGY CORPORATION
                                                   
         SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
  STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME,  AND PAID-IN CAPITAL
                                                                                                                    
                                                                                                                    
                                                                     For the Years Ended December 31,
                                                            2000                  1999                    1998        
                                                                             (In Thousands)
<S>                                               <C>         <C>        <C>         <C>        <C>          <C>
              RETAINED EARNINGS                                                                                     
Retained Earnings - Beginning of period           $2,786,467             $2,526,888             $2,157,912          
                                                                                                                    
     Add  - Earnings applicable to common stock      679,294   $679,294     552,459  $552,459      739,069   $739,069
                                                                                                                    
     Deduct:                                                                                                        
        Dividends declared on common stock           275,929                294,352                369,498          
        Capital stock and other expenses                (807)                (1,472)                   595          
                                                  ----------             ----------             ----------
              Total                                  275,122                292,880                370,093
                                                  ----------             ----------             ----------
                                                                                                                    
Retained Earnings - End of period                 $3,190,639             $2,786,467             $2,526,888          
                                                  ==========             ==========             ========== 
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                      ($68,782)              ($46,739)              ($69,817)          
Foreign currency translation adjustments              (5,216)   (5,216)     (22,043)  (22,043)      23,078    23,078
                                                  ----------             ----------             ----------
Balance at end of period                            ($73,998)              ($68,782)              ($46,739)          
                                                  ==========  --------   ==========  --------   ==========  --------
Comprehensive Income                                          $674,078               $530,416               $762,147
                                                              ========               ========               ========
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
               PAID-IN CAPITAL                                                                                      
Paid-in Capital - Beginning of period             $4,636,163             $4,630,609             $4,613,572          
                                                                                                                    
     Add:                                                                                                           
       Common stock issuances related to stock plans  24,320                  5,554                 17,037
                                                  ----------             ----------             ----------        
Paid-in Capital - End of period                   $4,660,483             $4,636,163             $4,630,609          
                                                  ==========             ==========             ==========
                                                                                                                    
                                                                                                                    
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, 2000, 1999, and 1998
                              (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, 2000                                                   
 Accumulated Provisions                                                        
  Deducted from Assets--                                                       
  Doubtful Accounts                    $9,507    $17,550     $17,110     $9,947
                                      =======    =======    ========  =========
 Accumulated Provisions Not                                                    
  Deducted from Assets:                                                        
  Property insurance                 $(33,267)   $66,866    $141,950  $(108,351)
  Injuries and damages (Note 2)        34,309     16,785      15,959     35,135
  Environmental                        37,793      9,084       9,694     37,183
                                      -------    -------    --------  ---------
     Total                            $38,835    $92,735    $167,603   $(36,033)
                                      =======    =======    ========  =========
                                                                               
Year ended December 31, 1999                                                   
 Accumulated Provisions                                                        
  Deducted from Assets--                                                       
  Doubtful Accounts                   $10,300    $19,349     $20,142     $9,507
                                      =======    =======    ========  =========
 Accumulated Provisions Not                                                    
  Deducted from Assets:                                                        
  Property insurance                 $(14,846)   $35,208     $53,629   $(33,267)
  Injuries and damages (Note 2)        28,162     25,162      19,015     34,309
  Environmental                        35,857     11,344       9,408     37,793
                                      -------    -------    --------  ---------
     Total                            $49,173    $71,714     $82,052    $38,835
                                      =======    =======    ========  =========
                                                                               
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
                                      =======    =======    ========  =========

___________                                                                    
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, 2000, 1999, and 1998
                               (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, 2000                                                  
 Accumulated Provisions                                                       
  Deducted from Assets--                                                      
  Doubtful Accounts                   $1,768     $3,840      $3,941     $1,667
                                     =======    =======    ========   ========
 Accumulated Provisions Not                                                   
  Deducted from Assets:                                                       
  Property insurance                    $858    $35,521    $116,676   $(80,297)
  Injuries and damages (Note 2)        3,253      1,322       1,423      3,152
  Environmental                        4,934      4,082       1,880      7,136
                                     -------    -------    --------   --------
     Total                            $9,045    $40,925    $119,979   $(70,009)
                                     =======    =======    ========   ========
                                                                              
Year ended December 31, 1999                                                  
 Accumulated Provisions                                                       
  Deducted from Assets--                                                      
  Doubtful Accounts                   $1,753     $4,175      $4,160     $1,768
                                     =======    =======    ========   ========
 Accumulated Provisions Not                                                   
  Deducted from Assets:                                                       
  Property insurance                  $7,600    $18,306     $25,048       $858
  Injuries and damages (Note 2)        4,618      2,502       3,867      3,253
  Environmental                        4,894      3,132       3,092      4,934
                                     -------    -------    --------   --------
     Total                           $17,112    $23,940     $32,007     $9,045
                                     =======    =======    ========   ========
                                                                              
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
                                     =======    =======    ========   ========

___________                                                                   
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, 2000, 1999, and 1998
                              (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, 2000                                                  
 Accumulated Provisions                                                       
  Deducted from Assets--                                                      
  Doubtful Accounts                   $1,828     $4,757      $4,454     $2,131
                                     =======    =======    ========    =======
 Accumulated Provisions                                                       
  Not Deducted from Assets--                                                  
  Property insurance                 $(3,452)    $4,486      $6,732    $(5,698)
  Injuries and damages (Note 2)        8,684      6,538       5,816      9,406
  Environmental                       24,445      1,844       5,618     20,671
                                     -------    -------    --------    -------
     Total                           $29,677    $12,868     $18,166    $24,379
                                     =======    =======    ========    =======
                                                                              
Year ended December 31, 1999                                                  
 Accumulated Provisions                                                       
  Deducted from Assets--                                                      
  Doubtful Accounts                   $1,735     $4,271      $4,178     $1,828
                                     =======    =======    ========    =======
 Accumulated Provisions                                                       
  Not Deducted from Assets--                                                   
  Property insurance                 $(4,184)    $4,486      $3,754    $(3,452)
  Injuries and damages (Note 2)        4,759      9,810       5,885      8,684
  Environmental                       22,309      4,187       2,051     24,445
                                     -------    -------    --------    -------
     Total                           $22,884    $18,483     $11,690    $29,677
                                     =======    =======    ========    =======
                                                                              
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
                                     =======    =======    ========    =======

___________                                                                   
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, 2000, 1999, and 1998
                             (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, 2000                                                 
 Accumulated Provisions                                                      
  Deducted from Assets--                                                     
  Doubtful Accounts                  $1,615     $4,603      $4,447     $1,771
                                    =======    =======     =======    =======
 Accumulated Provisions Not                                                  
  Deducted from Assets:                                                      
  Property insurance               $(24,089)   $11,900     $14,851   $(27,040)
  Injuries and damages (Note 2)      12,452      3,889       4,758     11,583
  Environmental                       7,022      2,132       1,361      7,793
                                    -------    -------     -------    -------
     Total                          $(4,615)   $17,921     $20,970    $(7,664)
                                    =======    =======     =======    =======
                                                                             
Year ended December 31, 1999                                                 
 Accumulated Provisions                                                      
  Deducted from Assets--                                                     
  Doubtful Accounts                  $1,164     $4,797      $4,346     $1,615
                                    =======    =======     =======    =======
 Accumulated Provisions Not                                                  
  Deducted from Assets:                                                      
  Property insurance               $(17,825)    $6,680     $12,944   $(24,089)
  Injuries and damages (Note 2)      13,124      7,038       7,710     12,452
  Environmental                       7,236      1,059       1,273      7,022
                                    -------    -------     -------    -------
     Total                           $2,535    $14,777     $21,927    $(4,615)
                                    =======    =======     =======    =======
                                                                             
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
                                    =======    =======     =======    =======
                                                                             
___________                                                                  
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, 2000, 1999, and 1998
                           (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, 2000                                                 
 Accumulated Provisions                                                      
  Deducted from Assets--                                                     
  Doubtful Accounts                    $886     $2,635      $2,477     $1,044
                                    =======    =======     =======    =======
 Accumulated Provisions Not                                                  
  Deducted from Assets:                                                      
  Property insurance               $(16,356)   $14,956      $3,365    $(4,765)
  Injuries and damages (Note 2)       6,849      1,579       1,734      6,694
  Environmental                         594        418         501        511
                                    -------    -------     -------    -------
     Total                          $(8,913)   $16,953      $5,600     $2,440
                                    =======    =======     =======    =======
                                                                             
Year ended December 31, 1999                                                 
 Accumulated Provisions                                                      
  Deducted from Assets--                                                     
  Doubtful Accounts                  $1,217     $2,106      $2,437       $886
                                    =======    =======     =======    =======
 Accumulated Provisions Not                                                  
  Deducted from Assets:                                                      
  Property insurance               $(11,543)    $5,736     $10,549   $(16,356)
  Injuries and damages (Note 2)       3,796      2,950        (103)     6,849
  Environmental                         704        895       1,005        594
                                    -------    -------     -------    -------
     Total                          $(7,043)    $9,581     $11,451    $(8,913)
                                    =======    =======     =======    =======
                                                                             
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)
                                    =======    =======     =======    =======
                                                                             
___________                                                                  
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, 2000, 1999, and 1998
                               (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, 2000                                                 
 Accumulated Provisions                                                      
  Deducted from Assets--                                                     
  Doubtful Accounts                    $846     $1,715      $1,791       $770
                                    =======    =======     =======    =======
 Accumulated Provisions Not                                                  
  Deducted from Assets:                                                      
  Property insurance                 $9,772         $3        $326     $9,449
  Injuries and damages (Note 2)       3,071      3,457       2,228      4,300
  Environmental                         798        608         334      1,072
                                    -------    -------     -------    -------
     Total                          $13,641     $4,068      $2,888    $14,821
                                    =======    =======     =======    =======
                                                                             
Year ended December 31, 1999                                                 
 Accumulated Provisions                                                      
  Deducted from Assets--                                                     
  Doubtful Accounts                    $761     $1,936      $1,851       $846
                                    =======    =======     =======    =======
 Accumulated Provisions Not                                                  
  Deducted from Assets:                                                      
  Property insurance                $11,106         $-      $1,334     $9,772
  Injuries and damages (Note 2)       1,865      2,862       1,656      3,071
  Environmental                         714      2,071       1,987        798
                                    -------    -------     -------    -------
     Total                          $13,685     $4,933      $4,977    $13,641
                                    =======    =======     =======    =======
                                                                             
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
                                    =======    =======     =======    =======
                                                                             
___________                                                                  
Notes:                                                                       
  (1) Deductions from provisions represent losses or expenses for which the 
      respective provisions were created. In the case of the provision for 
      doubtful accounts, such deductions are reduced by recoveries of amounts 
      previously written off.
                                                                             
  (2) Injuries and damages provision is provided to absorb all current 
      expenses as appropriate and for the estimated cost of settling claims 
      for injuries and damages.
                                             


</TABLE>


<PAGE>



                          EXHIBIT INDEX
                                
                                
    The following exhibits indicated by an asterisk preceding the
exhibit  number are filed herewith.  The balance of the  exhibits
have  heretofore  been filed with the SEC, respectively,  as  the
exhibits  and  in the file numbers indicated and are incorporated
herein  by  reference.   The  exhibits  marked  with  a  (+)  are
management   contracts  or  compensatory  plans  or  arrangements
required  to  be filed herewith and required to be identified  as
such  by  Item 14 of Form 10-K.  Reference is made to a duplicate
list  of exhibits being filed as a part of this Form 10-K,  which
list,  prepared in accordance with Item 102 of Regulation S-T  of
the SEC, immediately precedes the exhibits being physically filed
with this Form 10-K.

(3) (i)  Articles of Incorporation

Entergy Corporation

(a)    1   --     Certificate   of   Incorporation   of   Entergy
       Corporation  dated December 31, 1993 (A-1(a)  to  Rule  24
       Certificate in 70-8059).

System Energy

(b)    1  --   Amended and Restated Articles of Incorporation  of
       System  Energy  and amendments thereto through  April  28,
       1989 (A-1(a) to Form U-1 in 70-5399).

Entergy Arkansas

(c)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy Arkansas effective November 12, 1999 (3(i)(c)1  to
       Form  10-K  for  the year ended December 31,  1999  in  1-
       10764).

Entergy Gulf States

(d)    1  --   Restated Articles of Incorporation of Entergy Gulf
       States effective November 17, 1999 (3(i)(d)1 to Form  10-K
       for the year ended December 31, 1999 in 1-27031).

Entergy Louisiana

(e)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy  Louisiana effective November 15,  1999  (3(a)  to
       Form S-3 in 333-93683).

Entergy Mississippi

(f)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy  Mississippi effective November 12, 1999 (3(i)(f)1
       to  Form 10-K for the year ended December 31, 1999  in  0-
       320).

Entergy New Orleans

(g)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy  New Orleans effective November 15, 1999 (3(a)  to
       Form S-3 in 333-95599).

(3) (ii) By-Laws

(a)       --    By-Laws of Entergy Corporation as amended January
       29,  1999, and as presently in effect (4.2 to Form S-8  in
       File No. 333-75097).

(b)       --    By-Laws of System Energy effective July 6,  1998,
       and  as  presently in effect (3(f) to Form  10-Q  for  the
       quarter ended June 30, 1998 in 1-9067).

(c)       --   By-Laws of Entergy Arkansas effective November 26,
       1999,  and  as presently in effect (3(ii)(c) to Form  10-K
       for the year ended December 31, 1999 in 1-10764).

(d)       --    By-Laws of Entergy Gulf States effective November
       26, 1999, and as presently in effect (3(ii)(d) to Form 10-
       K for the year ended December 31, 19991-27031).

(e)       --    By-Laws  of Entergy Louisiana effective  November
       26, 1999, and as presently in effect (3(b) to Form S-3  in
       File No. 333-93683).

(f)       --    By-Laws of Entergy Mississippi effective November
       26, 1999, and as presently in effect (3(ii)(f) to Form 10-
       K for the year ended December 31, 1999 in 0-320).

(g)       --    By-Laws of Entergy New Orleans effective November
       30, 1999, and as presently in effect (3(b) to Form S-3  in
       File No. 333-95599).

(4)    Instruments   Defining   Rights   of   Security   Holders,
       Including Indentures

Entergy Corporation

(a)    1  --    See  (4)(b) through (4)(g) below for  instruments
       defining  the  rights  of holders  of  long-term  debt  of
       System  Energy,  Entergy Arkansas,  Entergy  Gulf  States,
       Entergy  Louisiana, Entergy Mississippi  and  Entergy  New
       Orleans.

(a)    2  --    Second  Amended  and Restated  Credit  Agreement,
       dated  as  of May 18, 2000, among Entergy, the Banks  (The
       Bank  of  New  York, The Chase Manhattan  Bank,  Citibank,
       N.A.,  ABN  AMRO Bank N.V., The Bank of Nova Scotia,  Bank
       One,  N.A., Bayerische Landesbank Girozentrale, The  Royal
       Bank  of  Scotland PLC, Barclays Bank PLC, Credit Agricole
       Indosuez,  The  Industrial Bank of  Japan,  KBC  Bank  NV,
       Union  Bank  of California, N.A., Westdeutsche  Landesbank
       Girozentrale,  and Mellon Bank, N.A.) and Citibank,  N.A.,
       as  Agent  (4(b) to Form 10-Q for the quarter  ended  June
       30, 2000 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 70-8511 (Twentieth); and A-2(a)(2)  to
       Rule  24  Certificate  dated August  8,  1996  in  70-8511
       (Twenty-first)).

(b)    2  --    Facility  Lease No. 1, dated as  of  December  1,
       1988,  between Meridian Trust Company and Stephen M. Carta
       (Steven  Kaba, successor), as Owner Trustees,  and  System
       Energy (B-2(c)(1) to Rule 24 Certificate dated January  9,
       1989 in 70-7561), as supplemented by Lease Supplement  No.
       1  dated  as  of  April 1, 1989 (B-22(b) (1)  to  Rule  24
       Certificate  dated  April 21, 1989 in 70-7561)  and  Lease
       Supplement  No. 2 dated as of January 1, 1994  (B-3(d)  to
       Rule 24 Certificate dated January 31, 1994 in 70-8215).

(b)    3  --   Facility Lease No. 2, dated as of December 1, 1988
       between  Meridian  Trust  Company  and  Stephen  M.  Carta
       (Steven  Kaba, successor), as Owner Trustees,  and  System
       Energy (B-2(c)(2) to Rule 24 Certificate dated January  9,
       1989 in 70-7561), as supplemented by Lease Supplement  No.
       1  dated  as  of  April 1, 1989 (B-22(b) (2)  to  Rule  24
       Certificate  dated  April 21, 1989 in 70-7561)  and  Lease
       Supplement No. 2 dated as of January 1, 1994 (B-4(d)  Rule
       24 Certificate dated January 31, 1994 in 70-8215).

(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-five  Supplemental
       Indentures  (7(d)  in 2-5463 (Mortgage);  7(b)  in  2-7121
       (First);  7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third);
       7(a)-4  in  2-8482  (Fourth); 7(a)-5  in  2-9149  (Fifth);
       4(a)-6  in  2-9789  (Sixth); 4(a)-7 in 2-10261  (Seventh);
       4(a)-8  in  2-11043 (Eighth); 2(b)-9 in  2-11468  (Ninth);
       2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D  in
       70-4099  (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c)  in
       2-24414  (Fourteenth); 2(c) in 2-25913  (Fifteenth);  2(c)
       in  2-28869  (Sixteenth); 2(d) in  2-28869  (Seventeenth);
       2(c)    in   2-35107   (Eighteenth);   2(d)   in   2-36646
       (Nineteenth);  2(c)  in  2-39253  (Twentieth);   2(c)   in
       2-41080  (Twenty-first); C-1 to  Rule  24  Certificate  in
       70-5151  (Twenty-second); C-1 to Rule  24  Certificate  in
       70-5257  (Twenty-third);  C  to  Rule  24  Certificate  in
       70-5343  (Twenty-fourth); C-1 to Rule  24  Certificate  in
       70-5404  (Twenty-fifth);  C  to  Rule  24  Certificate  in
       70-5502  (Twenty-sixth); C-1 to  Rule  24  Certificate  in
       70-5556  (Twenty-seventh); C-1 to Rule 24  Certificate  in
       70-5693  (Twenty-eighth); C-1 to Rule  24  Certificate  in
       70-6078  (Twenty-ninth); C-1 to  Rule  24  Certificate  in
       70-6174  (Thirtieth);  C-1  to  Rule  24  Certificate   in
       70-6246  (Thirty-first); C-1 to  Rule  24  Certificate  in
       70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate  in
       70-6326  (Thirty-third); C-1 to  Rule  24  Certificate  in
       70-6607  (Thirty-fourth); C-1 to Rule  24  Certificate  in
       70-6650  (Thirty-fifth); C-1 to Rule 24 Certificate  dated
       December  1,  1982  in  70-6774  (Thirty-sixth);  C-1   to
       Rule  24  Certificate dated February 17, 1983  in  70-6774
       (Thirty-seventh);  A-2(a)  to Rule  24  Certificate  dated
       December  5,  1984 in 70-6858 (Thirty-eighth);  A-3(a)  to
       Rule  24  Certificate  in 70-7127 (Thirty-ninth);  A-7  to
       Rule  24  Certificate  in 70-7068  (Fortieth);  A-8(b)  to
       Rule   24  Certificate  dated  July  6,  1989  in  70-7346
       (Forty-first);   A-8(c)  to  Rule  24  Certificate   dated
       February  1,  1990 in 70-7346 (Forty-second);  4  to  Form
       10-Q  for the quarter ended September 30, 1990 in  1-10764
       (Forty-third);   A-2(a)  to  Rule  24  Certificate   dated
       November  30,  1990 in 70-7802 (Forty-fourth);  A-2(b)  to
       Rule  24  Certificate dated January 24,  1991  in  70-7802
       (Forty-fifth); 4(d)(2) in 33-54298 (Forty-sixth);  4(c)(2)
       to  Form 10-K for the year ended December 31, 1992  in  1-
       10764  (Forty-seventh); 4(b) to Form 10-Q for the  quarter
       ended  June  30, 1993 in 1-10764 (Forty-eighth);  4(c)  to
       Form  10-Q for the quarter ended June 30, 1993 in  1-10764
       (Forty-ninth);  4(b) to Form 10-Q for  the  quarter  ended
       September 30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-
       Q  for  the  quarter ended September 30, 1993  in  1-10764
       (Fifty-first);  4(a) to Form 10-Q for  the  quarter  ended
       June  30, 1994 in 1-10764 (Fifty-second); C-2 to Form  U5S
       for  the  year  ended December 31, 1995 (Fifty-third);  C-
       2(a)  to  Form  U5S for the year ended December  31,  1996
       (Fifty-fourth);  and  4(a) to Form 10-Q  for  the  quarter
       ended March 31, 2000 in 1-10764 (Fifty-fifth)).

(c)    2  --         Indenture  for Unsecured  Subordinated  Debt
       Securities  relating to Trust Securities  between  Entergy
       Arkansas  and Bank of New York (as Trustee), dated  as  of
       August  1,  1996  (filed  as Exhibit  A-1(a)  to  Rule  24
       Certificate dated August 26, 1996 in 70-8723).

(c)    3  --         Amended  and  Restated  Trust  Agreement  of
       Entergy  Arkansas Capital I, dated as of August  14,  1996
       (filed  as  Exhibit  A-3(a) to Rule 24  Certificate  dated
       August 26, 1996 in 70-8723).

(c)    4  --         Guarantee Agreement between Entergy Arkansas
       (as  Guarantor)  and  The Bank of New York  (as  Trustee),
       dated  as  of  August  14, 1996, with respect  to  Entergy
       Arkansas  Capital I's obligations on its 8 1/2% Cumulative
       Quarterly Income Preferred Securities, Series A (filed  as
       Exhibit  A-4(a)  to Rule 24 Certificate dated  August  26,
       1996 in 70-8723).

Entergy Gulf States

(d)    1  --   Indenture of Mortgage, dated September 1, 1926, as
       amended  by  certain Supplemental Indentures  (B-a-I-1  in
       Registration  No. 2-2449 (Mortgage); 7-A-9 in Registration
       No.  2-6893  (Seventh); B to Form 8-K dated  September  1,
       1959  (Eighteenth); B to Form 8-K dated February  1,  1966
       (Twenty-second);  B  to  Form  8-K  dated  March  1,  1967
       (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-
       fourth);  B  to  Form 8-K dated November 1, 1968  (Twenty-
       fifth);  B to Form 8-K dated April 1, 1969 (Twenty-sixth);
       2-A-8 in Registration No. 2-66612 (Thirty-eighth); 4-2  to
       Form  10-K for the year ended December 31, 1984 in 1-27031
       (Forty-eighth);  4-2  to  Form 10-K  for  the  year  ended
       December 31, 1988 in 1-27031 (Fifty-second); 4 to Form 10-
       K  for the year ended December 31, 1991 in 1-27031 (Fifty-
       third);  4  to  Form 8-K dated July 29,  1992  in  1-27031
       (Fifth-fourth);  4 to Form 10-K dated  December  31,  1992
       in  1-27031 (Fifty-fifth); 4 to Form 10-Q for the  quarter
       ended  March  31,  1993 in 1-27031 (Fifty-sixth);  4-2  to
       Amendment  No.  9  to  Registration  No.  2-76551  (Fifty-
       seventh);  4(b) to Form 10-Q for the quarter  ended  March
       31,1999  in 1-27031 (Fifty-eighth); and A-2(a) to Rule  24
       Certificate  dated  June  23,  2000  in  70-8721   (Fifty-
       ninth)).

(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  (A-11(a) to Rule 24 Certificate  dated
       February 6, 1997 in 70-8721).

(d)    5  --    Amended and Restated Trust Agreement  of  Entergy
       Gulf  States Capital I dated January 28, 1997 of Series  A
       Preferred  Securities  (A-13(a)  to  Rule  24  Certificate
       dated February 6, 1997 in 70-8721).

(d)    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  (A-14(a)
       to  Rule  24  Certificate dated February 6,  1997  in  70-
       8721).

Entergy Louisiana

(e)    1  --    Mortgage and Deed of Trust, dated as of April  1,
       1944,  as  amended  by fifty-five Supplemental  Indentures
       (7(d)  in 2-5317 (Mortgage); 7(b) in 2-7408 (First);  7(c)
       in  2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4  in
       2-12264  (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862
       (Sixth);  2(b)-7  in 2-22340 (Seventh);  2(c)  in  2-24429
       (Eighth);  4(c)-9 in 2-25801 (Ninth); 4(c)-10  in  2-26911
       (Tenth);  2(c)  in  2-28123 (Eleventh);  2(c)  in  2-34659
       (Twelfth);   C   to   Rule  24  Certificate   in   70-4793
       (Thirteenth);  2(b)-2 in 2-38378 (Fourteenth);  2(b)-2  in
       2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth);  C  to
       Rule  24  Certificate  in  70-5242  (Seventeenth);  C   to
       Rule  24  Certificate  in  70-5330  (Eighteenth);  C-1  to
       Rule  24  Certificate  in  70-5449  (Nineteenth);  C-1  to
       Rule  24  Certificate  in 70-5550 (Twentieth);  A-6(a)  to
       Rule  24  Certificate  in 70-5598 (Twenty-first);  C-1  to
       Rule  24  Certificate in 70-5711 (Twenty-second);  C-1