PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 15, 1993)
 
                                 $115,000,000
                       LOUISIANA POWER & LIGHT COMPANY
            FIRST MORTGAGE BONDS, 8 3/4% SERIES DUE MARCH 1, 2026
                         ---------------------------
 
     Interest on the Company's First Mortgage Bonds, 8 3/4% Series due March
1, 2026 (the 'New Bonds') is payable on March 1 and September 1 of each year,
commencing September 1, 1996. The New Bonds will not be redeemable prior to
March 1, 2001. Thereafter, the New Bonds will be redeemable at the option of
the Company, in whole or in part, at any time, upon not less than 30 days'
notice, at the general redemption prices as described herein and, under
certain circumstances, at the special redemption price of 100% of the
principal amount thereof plus accrued interest to the date fixed for
redemption. See 'Description of the New Bonds -- Redemption and Purchase of
New Bonds' herein.
 
                         ---------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
       OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                              CRIMINAL OFFENSE.


 
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
                                                                     UNDERWRITING
                                              PRICE TO               DISCOUNTS AND             PROCEEDS TO
                                              PUBLIC(1)             COMMISSIONS(2)             COMPANY(3)
- ----------------------------------------------------------------------------------------------------------------
                                                                
Per New Bond.........................          100.00%                  0.875%                   99.125%
- ----------------------------------------------------------------------------------------------------------------
Total................................       $115,000,000              $1,006,250              $113,993,750
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------

 
(1) Plus accrued interest, if any, from March 27, 1996.
(2) The Company has agreed to indemnify the Underwriters against certain
    liabilities, including liabilities under the Securities Act of 1933, as
    amended.
(3) Before deduction of expenses payable by the Company, estimated at
    $135,000.
 
                         ---------------------------
 
     The New Bonds are offered subject to prior sale, when, as and if
delivered to and accepted by the Underwriters and subject to certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that the
New Bonds will be ready for delivery through the book-entry facilities of The
Depository Trust Company, New York, New York, on or about March 27, 1996,
against payment therefor in immediately available funds.
 
                         ---------------------------
 
BEAR, STEARNS & CO. INC.
                             GOLDMAN, SACHS & CO.
                                                          SALOMON BROTHERS INC
 
                         ---------------------------
 
          THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 20, 1996.
 
 
               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     Reference is made to 'Incorporation of Certain Documents by Reference' in
the accompanying Prospectus. At the date of this Prospectus Supplement, the
Incorporated Documents (as defined in the accompanying Prospectus) include the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
 
                        SELECTED FINANCIAL INFORMATION
                            (DOLLARS IN THOUSANDS)
 
     The selected financial information of the Company set forth below should
be read in conjunction with the financial statements and other financial
information contained in the Incorporated Documents.
 


                                                           FOR THE YEARS ENDED DECEMBER 31,
                                       -------------------------------------------------------------------------
                                           1995           1994           1993           1992           1991
                                       -------------  -------------  -------------  -------------  -------------
                                                            
Income Statement Data:
     Operating Revenues..............  $   1,674,875  $   1,710,415  $   1,731,541  $   1,553,745  $   1,528,934
     Operating Income................        332,269        343,120        321,612        318,280        332,496
     Interest Expense (net)..........        134,885        133,977        135,209        140,628        167,291
     Net Income......................        201,537        213,839        188,808        182,989        166,572
     Ratio of Earnings to Fixed
        Charges(1)...................           3.18           2.91           3.06           2.79           2.40
 

                                          AS OF DECEMBER 31,
                                                1995(2)
                                       -------------------------
                                          AMOUNT         PERCENT
                                       -------------     -------
Balance Sheet Data:
     Capitalization:
           Common Stock and Paid-in
             Capital.................  $   1,084,064       38.7
           Retained Earnings.........         72,150        2.6
                                       -------------     -------
                Total Common
                   Shareholder's
                   Equity............      1,156,214       41.3
           Preferred Stock (without
             sinking fund)...........        160,500        5.7
           Preferred Stock (with
             sinking fund)...........        100,009        3.6
           First Mortgage Bonds(3)...        610,790       21.8
           Other Long-Term Debt(3)...        774,381       27.6
                                       -------------     -------
                        Total
                    Capitalization...  $   2,801,894      100.0
                                       -------------     -------
                                       -------------     -------
 
(1) 'Earnings', as defined by Securities and Exchange Commission ('SEC')
    Regulation S-K, represent the aggregate of (a) net income, (b) taxes based
    on income, (c) investment tax credit adjustments -- net and (d) fixed
    charges. 'Fixed Charges' include interest (whether expensed or
    capitalized), related amortization and interest applicable to rentals
    charged to operating expenses.
 
(2) The proceeds from the sale of the New Bonds are expected to be used
    primarily to refund outstanding First Mortgage Bonds and as a result the
    Company's capitalization will not be materially affected. See 'Use of
    Proceeds'.
 
(3) Excludes current maturities of First Mortgage Bonds and Other Long-Term
    Debt of $35 million and $260,400, respectively.
 
 
                               USE OF PROCEEDS
 
     Approximately $95 million of the net proceeds to be received from the
issuance and sale of the New Bonds are expected to be used to satisfy a
portion of the Company's annual replacement fund requirement under the
Mortgage and the remainder will be used for general corporate purposes. The
Company expects to use the cash deposited to satisfy the annual replacement
fund requirement to redeem all of the Company's First Mortgage Bonds, 10 1/8%
Series due April 1, 2020 (at a price equal to 100% of the principal amount
thereof, plus accrued interest to the date of redemption).
 
                         DESCRIPTION OF THE NEW BONDS
 
     The following description of the particular terms of the New Bonds
offered hereby supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of the New Bonds set forth
in the accompanying Prospectus under the heading 'Description of New Bonds',
to which description reference is hereby made. As used in this Prospectus
Supplement, the terms 'Bonds', 'Corporate Trustee', 'Mortgage', 'Participants'
and 'DTC' shall have the same meanings as the same terms used under the
headings 'Description of New Bonds' and 'Book Entry Securities' in the
accompanying Prospectus.
 
     INTEREST, MATURITY AND PAYMENT.  The New Bonds will mature on March 1,
2026. The New Bonds will bear interest from March 27, 1996 at the rate shown
in their title, payable on March 1 and September 1 of each year, commencing
September 1, 1996. Interest is payable to holders of record on the interest
payment date. Principal and interest are payable at the office or agency of
the Company in New York City. For so long as the New Bonds are registered in
the name of DTC, or its nominee, the principal and interest due on the New
Bonds will be payable by the Company or its agent to DTC for payment to its
Participants for subsequent disbursement to the beneficial owners. The Company
has covenanted to pay interest on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest on the Bonds of all series at the rate of 6%
per annum.
 
     REDEMPTION AND PURCHASE OF NEW BONDS.  The New Bonds will not be
redeemable for any purpose prior to March 1, 2001. Thereafter, the New Bonds
will be redeemable at the option of the Company, in whole or in part, at any
time, upon not less than 30 days' notice (a) at the special redemption price
set forth below with cash deposited under the replacement fund or with certain
deposited cash or proceeds of released property, and (b) at the general
redemption prices set forth below for all other redemptions:
 



                                         GENERAL       SPECIAL                                      GENERAL       SPECIAL
                                        REDEMPTION    REDEMPTION                                   REDEMPTION    REDEMPTION
                YEAR                     PRICE(%)      PRICE(%)                YEAR                 PRICE(%)      PRICE(%)
- -------------------------------------   ----------    ----------   -----------------------------   ----------    ----------
                          If redeemed during the 12-month period ending the last day of February,
                                                                                                   
2002.................................     106.563       100.000
2003.................................     106.125       100.000
2004.................................     105.688       100.000
2005.................................     105.250       100.000
2006.................................     104.813       100.000
2007.................................     104.375       100.000
2008.................................     103.938       100.000
2009.................................     103.500       100.000
2010.................................     103.063       100.000
2011.................................     102.625       100.000
2012.................................     102.188       100.000
2013.................................     101.750       100.000
2014.................................     101.313       100.000
 
2015.................................     100.875       100.000
2016.................................     100.438       100.000
2017.................................     100.000       100.000
2018.................................     100.000       100.000
2019.................................     100.000       100.000
2020.................................     100.000       100.000
2021.................................     100,000       100.000
2022.................................     100.000       100.000
2023.................................     100.000       100.000
2024.................................     100.000       100.000
2025.................................     100.000       100.000
2026.................................     100.000       100.000
 


in each case together with accrued interest to the date fixed for redemption.
 
     If, at the time notice of redemption is given, the redemption monies are
not held by the Corporate Trustee, the redemption may be made subject to
receipt of such monies before the date fixed for redemption, and such notice
shall be of no effect unless such monies are so received.
 
     Cash deposited under any provision of the Mortgage (with certain
exceptions) may be applied to the redemption or purchase (including purchase
from the Company) of Bonds of any series.
 
     DIVIDEND COVENANT.  The Company will covenant in substance that, so long
as any New Bonds remain outstanding, it will not pay any cash dividends on
common stock after February 29, 1996 (other than certain dividends declared by
the Company on or before February 29, 1996) except from credits to retained
earnings after February 29, 1996 plus $345,000,000 and plus such additional
amounts as shall be approved by the SEC.
 
     SINKING OR IMPROVEMENT FUND.  The New Bonds will not be entitled to any
sinking or improvement fund.
 
     RESERVATION OF RIGHTS TO AMEND THE MORTGAGE.
 
          REPLACEMENT FUND.  The Company has reserved the right without any
     consent or other action by the holders of the New Bonds or any
     subsequently created series to amend the Mortgage to eliminate the
     requirements of the Replacement Fund.
 
          ISSUANCE OF ADDITIONAL BONDS.  The Company has reserved the right
     without any consent or other action by the holders of the New Bonds or
     any subsequently created series to amend the Mortgage (1) to provide that
     Bonds may be issued upon the basis of 80% of the cost or fair value
     (whichever is less) of unfunded property additions after adjustments to
     offset retirements (in addition to the other bases of issuance) and (2)
     to modify the net earnings test (a) to provide that the period over which
     net earnings is computed shall be 12 consecutive months out of the
     immediately preceding 18 months (instead of the immediately preceding 15
     months), (b) to specifically permit the inclusion in net earnings of
     revenues collected subject to possible refund and allowances for funds
     used during construction and (c) to provide for no deduction for non-
     recurring charges.
 
          RELEASE AND SUBSTITUTION OF PROPERTY.  The Company has reserved the
     right without any consent or other action by the holders of the New Bonds
     or any subsequently created series to amend the Mortgage (1) to permit
     the release of mortgaged property from the lien of the Mortgage in an
     amount equal to the aggregate principal amount of retired bonds that the
     Company elects to use as the basis for such release times the reciprocal
     of the bonding ratio in effect at the time such retired bonds were
     originally issued; (2) to permit the release of unfunded property so long
     as the Company has at least $1 in unfunded property additions remaining;
     (3) to remove the existing limitations on the amount of obligations
     secured by purchase money mortgages upon any property being released that
     can be used as the basis for such release; (4) to specifically provide
     that if the Company transfers as an entirety all or substantially all
     property subject to the Mortgage to a successor corporation, the Company
     would be released of all obligations under the Mortgage; and (5) to
     change the definition of 'Funded Property' to mean only property
     specified by the Company with a fair value, to be determined by an
     independent expert, of not less than 10/8 of the sum of the amount of
     outstanding Bonds and retired bond credits.
 
          MODIFICATION.  The Company has reserved the right without any
     consent or other action by the holders of the New Bonds or any
     subsequently created series to amend the Mortgage (1) to reduce the
     percentage vote required to modify certain bondholders' rights from 70%
     or 66 2/3%, as the case may be, to a majority of Bonds outstanding; (2)
     to provide that, if less than all series of Bonds outstanding are to be
     affected by a proposed change in the Mortgage, that only the consent of a
     majority of the Bonds of each affected series is required to make such
     change; and (3) to permit the Company to amend the Mortgage without the
     consent of the holders of Bonds to make changes which do not adversely
     affect the interests of such bondholders in any material respect.
 
 
                                 UNDERWRITING
 
     Under the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the respective principal amount of the New Bonds set forth opposite
its name below:
 
             UNDERWRITER                PRINCIPAL AMOUNT
- -------------------------------------   ----------------
Bear, Stearns & Co. Inc..............     $ 58,000,000
Goldman, Sachs & Co..................     $ 40,000,000
Salomon Brothers Inc.................     $ 17,000,000
                                        ----------------
         Total.......................     $115,000,000
                                        ----------------
                                        ----------------
 
     The Underwriting Agreement provides that the several obligations of the
Underwriters to pay for and accept delivery of the New Bonds are subject to
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters' obligations are such that they are committed to
take and pay for all of the New Bonds offered hereby if any are taken,
provided, that under certain circumstances involving a default of an
Underwriter, less than all of the New Bonds may be purchased. Default by one
Underwriter would not relieve the non-defaulting Underwriters from their
several obligations, and in the event of such a default, the non-defaulting
Underwriters may be required by the Company to purchase the principal amount
of the New Bonds that they have severally agreed to purchase and, in addition,
to purchase the principal amount of the New Bonds that the defaulting
Underwriter, or Underwriters, shall have failed to purchase, severally and not
jointly, up to a principal amount equal to one-ninth of the principal amount
of the New Bonds that such non-defaulting Underwriters have otherwise agreed
to purchase.
 
     The Underwriters have advised the Company that they propose to offer all
or part of the New Bonds directly to purchasers at the initial public offering
price set forth on the cover page of this Prospectus Supplement, and to
certain securities dealers at such price less a concession not in excess of
0.50% of the principal amount of the New Bonds. The Underwriters may allow,
and such dealers may reallow to certain brokers and dealers, a concession not
in excess of 0.25% of the principal amount of the New Bonds. After the New
Bonds are released for sale to the public, the offering price and other
selling terms may from time to time be varied.
 
     The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
 
     There is presently no trading market for the New Bonds and there is no
assurance that a market will develop. Although they are under no obligation to
do so, the Underwriters presently intend to act as market makers for the New
Bonds in the secondary trading market, but may discontinue such market-making
at any time without notice.
 
                             EXPERTS AND LEGALITY
 
     The Company's balance sheets as of December 31, 1995 and 1994 and the
statements of income, retained earnings, and cash flows and the related
financial statement schedule for each of the two years ended December 31,
1995, incorporated by reference in this Prospectus, have been incorporated by
reference herein in reliance on the reports of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
 
     The statements of income, retained earnings, and cash flows and the
related financial statement schedule for the year ended December 31, 1993,
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports dated February
11, 1994, also incorporated by reference herein and have been so included in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
 
     The legality of the New Bonds will be passed upon for the Company by
Denise C. Redmann, Senior Attorney -- Corporate and Securities of Entergy
Services, Inc. and Reid & Priest LLP, New York, New York. Certain legal
matters will be passed upon for the Underwriters by Winthrop, Stimson, Putnam
& Roberts, New York, New York. Matters pertaining to New York law will be
passed upon by Reid & Priest LLP, New York counsel to the Company, and matters
pertaining to Louisiana law will be passed upon by Denise C. Redmann, Senior
Attorney -- Corporate and Securities of Entergy Services, Inc., Louisiana
counsel to the Company.
 
     The statements as to matters of law and legal conclusions made under
'Description of the New Bonds' in this Prospectus Supplement and 'Description
of New Bonds' in the accompanying Prospectus have been reviewed by Denise C.
Redmann, Senior Attorney -- Corporate and Securities of Entergy Services, Inc.
and, except as to 'Security' therein, by Reid & Priest LLP, New York, New
York, and are set forth herein in reliance upon the opinions of said counsel,
respectively, and upon their authority as experts.
 
 


PROSPECTUS
 
                                 $369,000,000
 
                       LOUISIANA POWER & LIGHT COMPANY
                             FIRST MORTGAGE BONDS
                  PREFERRED STOCK, CUMULATIVE, $25 PAR VALUE
                 PREFERRED STOCK, CUMULATIVE, $100 PAR VALUE
 
LOUISIANA POWER & LIGHT COMPANY (THE 'COMPANY') MAY OFFER FROM TIME TO TIME
ITS FIRST MORTGAGE BONDS (THE 'NEW BONDS') AND/OR ITS PREFERRED STOCK,
CUMULATIVE, $25 PAR VALUE AND/OR PREFERRED STOCK, CUMULATIVE, $100 PAR VALUE
(COLLECTIVELY, THE 'NEW PREFERRED STOCK'), PROVIDED, HOWEVER, THAT THE
AGGREGATE PRINCIPAL AMOUNT AND/OR PAR VALUE, AS THE CASE MAY BE, SHALL NOT
EXCEED $369 MILLION. THE NEW BONDS AND NEW PREFERRED STOCK WILL EACH BE
OFFERED IN ONE OR MORE SERIES AT PRICES AND ON TERMS TO BE DETERMINED AT THE
TIME OF SALE. THIS PROSPECTUS WILL BE SUPPLEMENTED BY A PROSPECTUS SUPPLEMENT
OR SUPPLEMENTS (THE 'PROSPECTUS SUPPLEMENT') WHICH WILL SET FORTH, AS
APPLICABLE, (1) THE AGGREGATE PRINCIPAL AMOUNT, RATE AND TIME OF PAYMENT OF
INTEREST, MATURITY, PURCHASE PRICE, INITIAL PUBLIC OFFERING PRICE, IF ANY, ANY
REDEMPTION PROVISIONS AND OTHER SPECIFIC TERMS OF THE SERIES OF THE NEW BONDS
IN RESPECT OF WHICH THIS PROSPECTUS IS BEING DELIVERED AND/OR (2) THE NUMBER
OF SHARES, THE PAR VALUE PER SHARE, PURCHASE PRICE, INITIAL PUBLIC OFFERING
PRICE, IF ANY, DIVIDEND RATE, ANY REDEMPTION OR SINKING FUND TERMS AND OTHER
SPECIFIC TERMS OF THE SERIES OF THE NEW PREFERRED STOCK IN RESPECT OF WHICH
THIS PROSPECTUS IS BEING DELIVERED. THE SALE OF ONE SERIES OF ANY SECURITY
WILL NOT BE CONTINGENT UPON THE SALE OF ANY OTHER SERIES OF ANY SECURITY.
 
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
       OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
        ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
                 SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
THE COMPANY MAY SELL ONE OR MORE SERIES OF THE NEW BONDS AND/OR THE NEW
PREFERRED STOCK THROUGH UNDERWRITERS, DEALERS OR AGENTS, OR DIRECTLY TO ONE OR
MORE PURCHASERS. THE PROSPECTUS SUPPLEMENT WILL SET FORTH THE NAMES OF
UNDERWRITERS, DEALERS OR AGENTS, IF ANY, ANY APPLICABLE COMMISSIONS OR
DISCOUNTS AND THE NET PROCEEDS TO THE COMPANY FROM ANY SUCH SALE. SEE 'PLAN OF
DISTRIBUTION' FOR POSSIBLE INDEMNIFICATION ARRANGEMENTS FOR UNDERWRITERS,
DEALERS, AGENTS AND PURCHASERS.
 
              THE DATE OF THIS PROSPECTUS IS NOVEMBER 15, 1993.
 
 


IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY OR ANY OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                             AVAILABLE INFORMATION
       
       THE COMPANY IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS
OF THE SECURITIES EXCHANGE ACT OF 1934 ('EXCHANGE ACT') AND IN ACCORDANCE
THEREWITH FILES REPORTS AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE
COMMISSION ('SEC'). SUCH REPORTS INCLUDE INFORMATION, AS OF PARTICULAR DATES,
CONCERNING THE COMPANY'S DIRECTORS AND OFFICERS, THEIR REMUNERATION, THE
PRINCIPAL HOLDERS OF THE COMPANY'S SECURITIES AND ANY MATERIAL INTEREST OF
SUCH PERSONS IN TRANSACTIONS WITH THE COMPANY. SUCH REPORTS AND OTHER
INFORMATION CAN BE INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES
MAINTAINED BY THE SEC AT 450 FIFTH STREET, N.W., ROOM 1024, WASHINGTON, D.C.
20549; 500 WEST MADISON STREET, 14TH FLOOR, CHICAGO, ILLINOIS 60661; AND SEVEN
WORLD TRADE CENTER, 13TH FLOOR, NEW YORK, NEW YORK 10048. COPIES OF THIS
MATERIAL CAN ALSO BE OBTAINED AT PRESCRIBED RATES FROM THE PUBLIC REFERENCE
SECTION OF THE SEC AT ITS PRINCIPAL OFFICE AT 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549. THE COMPANY'S SERIES OF 12.64% PREFERRED STOCK AND
9.68% PREFERRED STOCK ARE LISTED ON THE NEW YORK STOCK EXCHANGE. REPORTS AND
OTHER INFORMATION CONCERNING THE COMPANY CAN BE INSPECTED AND COPIED AT THE
OFFICE OF SUCH EXCHANGE AT 20 BROAD STREET, NEW YORK, NEW YORK. SHAREHOLDERS
OF THE COMPANY ARE FURNISHED COPIES OF FINANCIAL STATEMENTS AS OF THE END OF
THE MOST RECENT FISCAL YEAR AUDITED AND REPORTED UPON (WITH AN OPINION
EXPRESSED) BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
 
              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


     THE FOLLOWING DOCUMENTS FILED WITH THE SEC PURSUANT TO THE EXCHANGE 
ACT ARE INCORPORATED IN THIS PROSPECTUS BY REFERENCE:
 
          1.  THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
     DECEMBER 31, 1992.
 
          2.  THE COMPANY'S QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS
     ENDED MARCH 31, 1993 AND JUNE 30, 1993.
 
          IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY
     PURSUANT TO SECTION 13, 14 OR 15(D) OF THE EXCHANGE ACT PRIOR TO THE
     TERMINATION OF THIS OFFERING SHALL BE DEEMED TO BE INCORPORATED BY
     REFERENCE IN THIS PROSPECTUS AND TO BE A PART HEREOF FROM THE DATE OF
     FILING OF SUCH DOCUMENTS (SUCH DOCUMENTS, AND THE DOCUMENTS ENUMERATED
     ABOVE, BEING HEREIN REFERRED TO AS 'INCORPORATED DOCUMENTS').
 
          ANY STATEMENT CONTAINED HEREIN OR IN AN INCORPORATED DOCUMENT SHALL
     BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS PROSPECTUS TO
     THE EXTENT THAT A STATEMENT CONTAINED IN ANY OTHER SUBSEQUENTLY FILED
     INCORPORATED DOCUMENT OR IN AN ACCOMPANYING PROSPECTUS SUPPLEMENT
     MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
     SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
     CONSTITUTE A PART OF THIS PROSPECTUS.
 
          THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH
     PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS
     HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
     COPY OF ANY OR ALL OF THE INCORPORATED DOCUMENTS, OTHER THAN EXHIBITS TO
     SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
     REFERENCE THEREIN. REQUESTS SHOULD BE DIRECTED TO MR. GARY L. FLORREICH,
     ASSISTANT SECRETARY AND ASSISTANT TREASURER, LOUISIANA POWER & LIGHT
     COMPANY, 639 LOYOLA AVENUE, NEW ORLEANS, LOUISIANA 70113, TELEPHONE
     NUMBER: 504-569-4000. THE INFORMATION RELATING TO THE COMPANY CONTAINED
     IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DOES NOT
     PURPORT TO BE COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE
     INFORMATION CONTAINED IN THE INCORPORATED DOCUMENTS.
 
          NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
     REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR, WITH RESPECT TO ANY
     SERIES OF THE NEW BONDS OR THE NEW PREFERRED STOCK, THE PROSPECTUS 
     SUPPLEMENT RELATING THERETO, AND, IF GIVEN OR MADE, SUCH INFORMATION 
     OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY 
     THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS AND ANY PROSPECTUS 
     SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN 
     OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION 
     TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH 
     JURISDICTION.
 
          NEITHER THE DELIVERY OF THIS PROSPECTUS AND A PROSPECTUS SUPPLEMENT
     NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
     IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
     SINCE THE DATE OF THAT PROSPECTUS SUPPLEMENT.
 
                                 THE COMPANY
 
          THE COMPANY WAS INCORPORATED UNDER THE LAWS OF THE STATE OF
     LOUISIANA ON OCTOBER 15, 1974 AND IS SUCCESSOR BY MERGER TO A PREDECESSOR
     LOUISIANA POWER & LIGHT COMPANY, WHICH WAS INCORPORATED UNDER THE LAWS OF
     THE STATE OF FLORIDA IN 1927. THE MERGER OF SUCH PREDECESSOR CORPORATION
     INTO THE COMPANY BECAME EFFECTIVE ON FEBRUARY 28, 1975. THE COMPANY'S
     PRINCIPAL EXECUTIVE OFFICE IS LOCATED AT 639 LOYOLA AVENUE, NEW ORLEANS,
     LOUISIANA 70113. ITS TELEPHONE NUMBER, INCLUDING AREA CODE, IS (504)
     569-4000.
 
          THE COMPANY IS AN ELECTRIC PUBLIC UTILITY COMPANY WITH ALL OF ITS
     OPERATIONS IN THE STATE OF LOUISIANA. ENTERGY CORPORATION, WHICH IS A
     REGISTERED PUBLIC UTILITY HOLDING COMPANY UNDER THE PUBLIC UTILITY
     HOLDING COMPANY ACT OF 1935 ('HOLDING COMPANY ACT'), OWNS ALL OF THE
     OUTSTANDING COMMON STOCK OF THE COMPANY. THE COMPANY, ARKANSAS POWER &
     LIGHT COMPANY ('AP&L'), MISSISSIPPI POWER & LIGHT COMPANY ('MP&L') AND
     NEW ORLEANS PUBLIC SERVICE INC. ('NOPSI') ARE THE PRINCIPAL OPERATING
     ELECTRIC UTILITY SUBSIDIARIES OF ENTERGY CORPORATION. ENTERGY CORPORATION
     ALSO OWNS ALL OF THE COMMON STOCK OF SYSTEM ENERGY RESOURCES, INC., A
     GENERATING COMPANY, ENTERGY SERVICES, INC., A SERVICE COMPANY, ENTERGY
     ENTERPRISES, INC., A NON-UTILITY COMPANY, ENTERGY OPERATIONS, INC., A
     NUCLEAR MANAGEMENT SERVICES COMPANY, AND ENTERGY POWER, INC., A
     SUBSIDIARY FORMED TO MARKET CAPACITY AND ENERGY FROM CERTAIN GENERATING
     UNITS TO WHOLESALE MARKETS. ENTERGY CORPORATION ALSO HAS SEVERAL
     SUBSIDIARIES FORMED TO PARTICIPATE IN UTILITY PROJECTS LOCATED OUTSIDE
     THE ENTERGY SYSTEM'S AREAS OF RETAIL SERVICE, BOTH DOMESTICALLY AND IN
     FOREIGN COUNTRIES.
 
          THE COMPANY, AP&L, MP&L AND NOPSI OWN ALL OF THE CAPITAL STOCK OF
     SYSTEM FUELS, INC., A SPECIAL PURPOSE COMPANY WHICH IMPLEMENTS AND/OR
     MAINTAINS CERTAIN PROGRAMS FOR THE PROCUREMENT, DELIVERY AND STORAGE OF
     FUEL SUPPLIES FOR CERTAIN ENTERGY CORPORATION SUBSIDIARIES.
 
                                USE OF PROCEEDS
          
          THE NET PROCEEDS TO BE RECEIVED FROM THE ISSUANCE AND
     SALE OF THE NEW BONDS AND/OR THE NEW PREFERRED STOCK WILL BE USED FOR
     GENERAL CORPORATE PURPOSES, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE
     REDEMPTION OR OTHER ACQUISITION, IN WHOLE OR IN PART, OF CERTAIN OF THE
     COMPANY'S OUTSTANDING SECURITIES. ANY SPECIFIC SECURITIES TO BE REDEEMED
     OR ACQUIRED WITH THE PROCEEDS OF A SALE OF A SERIES OF NEW BONDS OR NEW
     PREFERRED STOCK WILL BE SET FORTH IN THE PROSPECTUS SUPPLEMENT RELATING
     TO THAT SERIES. REFERENCE IS MADE TO THE INCORPORATED DOCUMENTS WITH
     RESPECT TO THE COMPANY'S MOST SIGNIFICANT CONTINGENCIES, ITS GENERAL
     CAPITAL REQUIREMENTS AND ITS GENERAL FINANCING PLANS AND CAPABILITIES,
     INCLUDING ITS SHORT-TERM BORROWING CAPACITY, AND EARNINGS COVERAGE
     REQUIREMENTS UNDER THE COMPANY'S RESTATED ARTICLES OF INCORPORATION, AS
     AMENDED ('ARTICLES OF INCORPORATION'), WHICH LIMIT THE AMOUNT OF
     ADDITIONAL PREFERRED STOCK THE COMPANY MAY ISSUE, AND EARNINGS COVERAGE
     AND OTHER REQUIREMENTS UNDER THE COMPANY'S MORTGAGE (AS HEREIN DEFINED)
     WHICH LIMIT THE AMOUNT OF ADDITIONAL FIRST MORTGAGE BONDS THE COMPANY MAY
     ISSUE.
 
                             DESCRIPTION OF NEW BONDS
          
          GENERAL.THE NEW BONDS ARE TO BE ISSUED UNDER
     THE COMPANY'S MORTGAGE AND DEED OF TRUST, DATED AS OF APRIL 1, 1944, WITH
     THE CHASE NATIONAL BANK OF THE CITY OF NEW YORK (BANK OF MONTREAL TRUST
     COMPANY, SUCCESSOR) ('CORPORATE TRUSTEE') AND CARL E. BUCKLEY (MARK F.
     MCLAUGHLIN, SUCCESSOR), ('CO-TRUSTEE', AND TOGETHER WITH THE CORPORATE
     TRUSTEE, THE 'TRUSTEES'), AS SUPPLEMENTED BY VARIOUS SUPPLEMENTAL
     INDENTURES THERETO AND AS TO BE FURTHER SUPPLEMENTED TO PROVIDE
     SPECIFICALLY FOR THE NEW BONDS (COLLECTIVELY REFERRED TO AS THE
     'MORTGAGE'). ALL FIRST MORTGAGE BONDS ISSUED OR TO BE ISSUED UNDER 
     THE MORTGAGE ARE REFERRED TO HEREIN AS 'BONDS'. THE STATEMENTS 
     HEREIN CONCERNING THE BONDS, THE NEW BONDS AND THE MORTGAGE ARE 
     SUMMARY IN NATURE AND DO NOT PURPORT TO BE COMPLETE. THEY ARE SUBJECT 
     TO THE DETAILED PROVISIONS OF THE MORTGAGE. THE MORTGAGE AND A FORM 
     OF SUPPLEMENTAL INDENTURE ARE FILED AS EXHIBITS TO THE REGISTRATION 
     STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
 
          TERMS OF SPECIFIC SERIES OF THE NEW BONDS.A PROSPECTUS SUPPLEMENT
     WILL DESCRIBE THE FOLLOWING TERMS OF, OR APPLICABLE TO, EACH SERIES OF
     THE NEW BONDS TO BE ISSUED: (1) THE DESIGNATION OF SUCH SERIES OF THE NEW
     BONDS; (2) THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SERIES; (3) THE DATE ON
     WHICH SUCH SERIES WILL MATURE; (4) THE RATE AT WHICH SUCH SERIES WILL
     BEAR INTEREST AND THE DATE FROM WHICH SUCH INTEREST ACCRUES; (5) THE
     DATES ON WHICH INTEREST WILL BE PAYABLE; (6) THE PRICES, INCLUDING THE
     'GENERAL REDEMPTION PRICES' AND THE 'SPECIAL REDEMPTION PRICES' REFERRED
     TO BELOW, AND THE OTHER TERMS AND CONDITIONS UPON WHICH THE PARTICULAR
     SERIES MAY BE REDEEMED BY THE COMPANY PRIOR TO MATURITY; (7) WHETHER THE
     DIVIDEND COVENANT DESCRIBED BELOW WILL BE APPLICABLE TO ANY SUCH SERIES;
     (8) IF AN INSURANCE POLICY WILL BE PROVIDED FOR THE PAYMENT OF THE
     PRINCIPAL OF AND/OR INTEREST ON THE NEW BONDS OF SUCH SERIES, THE TERMS
     THEREOF; AND (9) ANY OTHER TERMS OF SUCH SERIES OF THE NEW BONDS, NOT
     INCONSISTENT WITH THE PROVISIONS OF THE MORTGAGE.
 
          FORM AND EXCHANGE.SEE 'BOOK ENTRY SECURITIES' BELOW.
 
          REPLACEMENT FUND.IN ADDITION TO ACTUAL EXPENDITURES FOR MAINTENANCE
     AND REPAIRS, THE COMPANY IS REQUIRED TO EXPEND OR DEPOSIT FOR EACH YEAR,
     FOR REPLACEMENTS AND IMPROVEMENTS IN RESPECT OF THE MORTGAGED ELECTRIC,
     GAS, STEAM AND/OR HOT WATER UTILITY PROPERTY AND CERTAIN AUTOMOTIVE
     EQUIPMENT, AN AMOUNT EQUAL TO $800,000 PLUS 2 1/4% OF NET ADDITIONS TO
     THE MORTGAGED ELECTRIC, GAS, STEAM AND/OR HOT WATER UTILITY PROPERTY MADE
     AFTER DECEMBER 31, 1943 AND PRIOR TO THE BEGINNING OF SUCH YEAR. SUCH
     REQUIREMENT MAY BE MET BY DEPOSITING CASH OR CERTIFYING GROSS PROPERTY
     ADDITIONS OR EXPENDITURES FOR CERTAIN AUTOMOTIVE EQUIPMENT OR BY TAKING
     CREDIT FOR BONDS AND QUALIFIED LIEN BONDS RETIRED. SUCH CASH MAY BE
     WITHDRAWN AGAINST GROSS PROPERTY ADDITIONS OR WAIVER OF THE RIGHT TO
     ISSUE BONDS.
 
          SINKING OR IMPROVEMENT FUND.THE COMPANY IS REQUIRED TO MAKE ANNUAL
     SINKING OR IMPROVEMENT FUND PAYMENTS FOR EACH OUTSTANDING SERIES OF BONDS
     (OTHER THAN THE FORTY-THIRD, FORTY-FIFTH, FORTY-SIXTH, FORTY-NINTH AND
     FIFTY-FIRST SERIES), STATED AS 1% PER YEAR OF THE GREATEST AMOUNT FOR
     EACH SUCH SERIES OUTSTANDING PRIOR TO THE BEGINNING OF THE YEAR, LESS
     CERTAIN BONDS RETIRED, AND WILL HAVE SUCH REQUIREMENTS FOR EACH SERIES OF
     THE NEW BONDS (BEGINNING NOT LATER THAN 23 MONTHS FROM THE DATE OF EACH
     SERIES OF THE NEW BONDS). THE COMPANY MAY ALSO TAKE AS A CREDIT AGAINST
     THE SINKING OR IMPROVEMENT FUND REQUIREMENT IN RESPECT OF EACH SERIES OF
     THE NEW BONDS AN AMOUNT, NOT EXCEEDING THE SINKING OR IMPROVEMENT FUND
     REQUIREMENT IN ANY ONE YEAR, BASED UPON SINKING FUND CREDITS FOR CERTAIN
     BONDS RETIRED PRIOR TO OR AT MATURITY. THE RESULTING REQUIREMENT WITH
     RESPECT TO EACH SERIES OF THE NEW BONDS MAY BE SATISFIED IN CASH OR
     PRINCIPAL AMOUNT OF SUCH SERIES OF NEW BONDS OR WITH PROPERTY ADDITIONS
     AT 60% OF THE COST OR FAIR VALUE THEREOF, WHICHEVER IS LESS. THE SINKING
     OR IMPROVEMENT FUND REQUIREMENT IN RESPECT OF EACH SERIES OF THE NEW
     BONDS MAY BE ANTICIPATED AT ANY TIME. IF THE DATE FIXED FOR ANY RESULTING
     REDEMPTION SHALL BE IN THE CALENDAR YEAR IN WHICH SUCH SINKING FUND
     PAYMENT IS DUE, REDEMPTION SHALL BE AT THE SPECIAL REDEMPTION PRICE, BUT
     IF THE DATE FIXED FOR ANY RESULTING REDEMPTION SHALL BE PRIOR TO THE
     CALENDAR YEAR IN WHICH SUCH SINKING FUND PAYMENT IS DUE, REDEMPTION SHALL
     BE AT THE GENERAL REDEMPTION PRICE AND SUBJECT TO THE LIMITATION ON SUCH
     REDEMPTIONS AS SET FORTH UNDER 'REDEMPTION AND PURCHASE OF NEW BONDS' IN
     THE ACCOMPANYING PROSPECTUS SUPPLEMENT. SIMILAR BUT NOT IDENTICAL
     PROVISIONS ARE IN EFFECT WITH RESPECT TO THE BONDS OF OTHER SERIES NOW
     OUTSTANDING.
 
          SPECIAL PROVISIONS FOR RETIREMENT OF BONDS.IF, DURING ANY 12 MONTHS'
     PERIOD, MORTGAGED PROPERTY IS DISPOSED OF BY ORDER OF OR TO ANY
     GOVERNMENTAL AUTHORITY, RESULTING IN THE RECEIPT OF $5,000,000 OR MORE AS
     PROCEEDS, THE COMPANY (SUBJECT TO CERTAIN CONDITIONS) MUST APPLY SUCH
     PROCEEDS, LESS CERTAIN DEDUCTIONS, TO THE RETIREMENT OF BONDS. THE NEW
     BONDS ARE REDEEMABLE FOR THIS PURPOSE AT THE SPECIAL REDEMPTION PRICES
     SET FORTH UNDER 'REDEMPTION AND PURCHASE OF NEW BONDS' IN THE
     ACCOMPANYING PROSPECTUS SUPPLEMENT.
 
          SECURITY.THE NEW BONDS, TOGETHER WITH ALL OTHER BONDS, WILL BE
     SECURED BY THE MORTGAGE, WHICH CONSTITUTES, IN THE OPINION OF THE GENERAL
     COUNSEL FOR THE COMPANY, A FIRST MORTGAGE LIEN ON ALL OF THE PRESENT
     PROPERTIES OF THE COMPANY (EXCEPT AS STATED BELOW), SUBJECT TO (A) LEASES
     OF MINOR PORTIONS OF THE COMPANY'S PROPERTY TO OTHERS FOR USES WHICH, IN
     THE OPINION OF SUCH COUNSEL, DO NOT INTERFERE WITH THE COMPANY'S
     BUSINESS, (B) LEASES OF CERTAIN PROPERTY OF THE COMPANY NOT USED IN ITS
     BUSINESS, AND (C) EXCEPTED ENCUMBRANCES. THERE ARE EXCEPTED FROM THE LIEN
     OF THE MORTGAGE ALL CASH AND SECURITIES; CERTAIN EQUIPMENT, MATERIALS AND
     SUPPLIES; AUTOMOBILES AND OTHER VEHICLES AND AIRCRAFT; TIMBER, MINERAL
     RIGHTS AND ROYALTIES; AND RECEIVABLES, CONTRACTS, LEASES AND OPERATING
     AGREEMENTS.
 
          THE MORTGAGE CONTAINS PROVISIONS SUBJECTING AFTER-ACQUIRED PROPERTY
     (SUBJECT TO PRE-EXISTING LIENS) TO THE LIEN THEREOF, SUBJECT TO
     LIMITATIONS IN THE CASE OF CONSOLIDATION, MERGER OR SALE OF SUBSTANTIALLY
     ALL OF THE COMPANY'S ASSETS.
 
          THE MORTGAGE PROVIDES THAT THE TRUSTEES SHALL HAVE A LIEN ON THE
     MORTGAGED PROPERTY, PRIOR TO THE BONDS, FOR THE PAYMENT OF THEIR
     REASONABLE COMPENSATION AND EXPENSES AND FOR INDEMNITY AGAINST CERTAIN
     LIABILITIES.
 
          THE MORTGAGE CONTAINS RESTRICTIONS, SOME OF WHICH APPLY ONLY SO LONG
     AS CERTAIN PRIOR SERIES ARE OUTSTANDING, ON THE ACQUISITION OF PROPERTY
     SUBJECT TO LIENS AND ON THE ISSUANCE OF BONDS UNDER DIVISIONAL OR PRIOR
     LIEN MORTGAGES.
 
          ISSUANCE OF ADDITIONAL BONDS.THE MAXIMUM PRINCIPAL AMOUNT OF BONDS
     THAT MAY BE ISSUED UNDER THE MORTGAGE IS LIMITED TO ONE HUNDRED BILLION
     DOLLARS AT ANY TIME OUTSTANDING, SUBJECT TO PROPERTY ADDITIONS, EARNINGS
     AND OTHER LIMITATIONS OF THE MORTGAGE. BONDS OF ANY SERIES MAY BE ISSUED
     FROM TIME TO TIME UPON THE BASES OF (1) 60% OF PROPERTY ADDITIONS AFTER
     ADJUSTMENTS TO OFFSET RETIREMENTS, (2) RETIREMENT OF BONDS OR QUALIFIED
     LIEN BONDS, AND (3) DEPOSIT OF CASH. PROPERTY ADDITIONS GENERALLY INCLUDE
     ELECTRIC, GAS, STEAM AND/OR HOT WATER PROPERTY ACQUIRED AFTER DECEMBER
     31, 1943, BUT MAY NOT INCLUDE SECURITIES, AUTOMOBILES OR OTHER VEHICLES
     OR AIRCRAFT OR PROPERTY USED PRINCIPALLY FOR THE PRODUCTION OR GATHERING
     OF NATURAL GAS. THE COMPANY ESTIMATES THAT, AS OF SEPTEMBER 30, 1993,
     THERE WERE APPROXIMATELY $89.6 MILLION OF UNFUNDED PROPERTY ADDITIONS
     AVAILABLE FOR THE ISSUANCE OF ADDITIONAL BONDS.
 
          WITH CERTAIN EXCEPTIONS IN THE CASE OF (2) ABOVE, THE ISSUANCE OF
     ADDITIONAL BONDS IS SUBJECT TO ADJUSTED NET EARNINGS (BEFORE INTEREST AND
     INCOME TAXES) FOR 12 CONSECUTIVE MONTHS OUT OF THE 15 MONTHS IMMEDIATELY
     PRECEDING THE ISSUANCE OF SUCH BONDS BEING AT LEAST TWICE THE ANNUAL
     INTEREST REQUIREMENTS ON ALL BONDS AT THE TIME OUTSTANDING, INCLUDING THE
     ADDITIONAL BONDS BEING ISSUED, AND ALL INDEBTEDNESS OF PRIOR RANK. SUCH
     ADJUSTED NET EARNINGS ARE COMPUTED AFTER PROVISIONS FOR RETIREMENT AND
     DEPRECIATION OF PROPERTY AT LEAST EQUAL TO THE REPLACEMENT FUND
     REQUIREMENTS FOR SUCH PERIOD.
 
          THE COMPANY EXPECTS TO ISSUE THE NEW BONDS ON THE BASIS OF UNFUNDED
     NET PROPERTY ADDITIONS AND/OR ON THE BASIS OF THE RETIREMENT OF BONDS.
 
          THE COMPANY HAS RESERVED THE RIGHT (WITHOUT ANY CONSENT OR OTHER
     ACTION BY HOLDERS OF THE 1999 SERIES BONDS OR ANY SUBSEQUENTLY CREATED
     SERIES, INCLUDING THE NEW BONDS) TO INCLUDE NUCLEAR FUEL (AND SIMILAR OR
     ANALOGOUS DEVICES OR SUBSTANCES) AS PROPERTY ADDITIONS. THE COMPANY HAS
     ALSO RESERVED THE RIGHT TO AMEND THE MORTGAGE, WITHOUT ANY CONSENT OR
     OTHER ACTION OF THE HOLDERS OF THE 2008 SERIES BONDS OR ANY SUBSEQUENTLY
     CREATED SERIES (INCLUDING THE NEW BONDS), TO MAKE AVAILABLE AS PROPERTY
     ADDITIONS ANY FORM OF SPACE SATELLITES (INCLUDING SOLAR POWER
     SATELLITES), SPACE STATIONS AND OTHER ANALOGOUS FACILITIES.
 
          NO BONDS MAY BE ISSUED ON THE BASIS OF PROPERTY ADDITIONS SUBJECT TO
     QUALIFIED LIENS IF THE QUALIFIED LIEN BONDS SECURED THEREBY EXCEED 50% OF
     SUCH PROPERTY ADDITIONS, OR IF THE QUALIFIED LIEN BONDS AND BONDS THEN
     OUTSTANDING WHICH HAVE BEEN ISSUED AGAINST PROPERTY ADDITIONS SUBJECT TO
     CONTINUING QUALIFIED LIENS AND CERTAIN OTHER ITEMS WOULD IN THE AGGREGATE
     EXCEED 15% OF THE BONDS AND QUALIFIED LIEN BONDS OUTSTANDING.
 
          RELEASE AND SUBSTITUTION OF PROPERTY.PROPERTY MAY BE RELEASED FROM
     THE LIEN OF THE MORTGAGE UPON THE BASES OF (1) DEPOSIT OF CASH OR, TO A
     LIMITED EXTENT, PURCHASE MONEY MORTGAGES, (2) PROPERTY ADDITIONS, AFTER
     ADJUSTMENTS IN CERTAIN CASES TO OFFSET RETIREMENTS AND AFTER MAKING
     ADJUSTMENTS FOR QUALIFIED LIEN BONDS OUTSTANDING AGAINST PROPERTY
     ADDITIONS, AND (3) WAIVER OF THE RIGHT TO ISSUE BONDS WITHOUT APPLYING
     ANY EARNINGS TEST. CASH MAY BE WITHDRAWN UPON THE BASES STATED IN (2) AND
     (3) ABOVE WITHOUT MEETING AN EARNINGS TEST. WHEN PROPERTY RELEASED IS NOT
     FUNDED PROPERTY, PROPERTY ADDITIONS USED TO EFFECT THE RELEASE MAY AGAIN,
     IN CERTAIN CASES, BECOME AVAILABLE AS CREDITS UNDER THE MORTGAGE, AND THE
     WAIVER OF THE RIGHT TO ISSUE BONDS TO EFFECT THE RELEASE MAY, IN CERTAIN
     CASES, CEASE TO BE EFFECTIVE AS SUCH A WAIVER. SIMILAR PROVISIONS ARE IN
     EFFECT AS TO CASH PROCEEDS OF SUCH PROPERTY. THE MORTGAGE CONTAINS
     SPECIAL PROVISIONS WITH RESPECT TO QUALIFIED LIEN BONDS PLEDGED AND
     DISPOSITION OF MONEYS RECEIVED ON PLEDGED PRIOR LIEN BONDS.
 
          DIVIDEND COVENANT.THE COMPANY MAY COVENANT IN SUBSTANCE THAT, SO
     LONG AS ANY NEW BONDS OF A PARTICULAR SERIES REMAIN OUTSTANDING, IT WILL
     NOT PAY ANY CASH DIVIDENDS ON COMMON STOCK AFTER A SELECTED DATE CLOSE TO
     THE DATE OF THE ORIGINAL ISSUANCE OF SUCH SERIES OF NEW BONDS (OTHER THAN
     CERTAIN DIVIDENDS THAT MAY BE DECLARED BY THE COMPANY PRIOR TO SUCH
     SELECTED DATE) EXCEPT FROM CREDITS TO EARNED SURPLUS AFTER SUCH SELECTED
     DATE PLUS AN AMOUNT UP TO $345 MILLION AND PLUS SUCH ADDITIONAL AMOUNTS
     AS SHALL BE APPROVED BY THE SEC. THE PROSPECTUS SUPPLEMENT RELATING TO A
     PARTICULAR SERIES OF NEW BONDS WILL STATE WHETHER THIS COVENANT WILL
     APPLY TO SUCH SERIES.
 
          MODIFICATION OF THE MORTGAGE.THE RIGHTS OF THE BONDHOLDERS MAY BE
     MODIFIED WITH THE CONSENT OF THE HOLDERS OF 70% OF THE BONDS, AND, IF
     LESS THAN ALL SERIES OF BONDS ARE AFFECTED, THE CONSENT ALSO OF THE
     HOLDERS OF 70% OF THE BONDS OF EACH SERIES AFFECTED. THE COMPANY HAS
     RESERVED THE RIGHT (WITHOUT ANY CONSENT OR OTHER ACTION BY HOLDERS OF THE
     2000 SERIES BONDS OR ANY SUBSEQUENTLY CREATED SERIES, INCLUDING THE NEW
     BONDS) TO SUBSTITUTE FOR THE FOREGOING PROVISION A PROVISION TO THE
     EFFECT THAT THE RIGHTS OF THE BONDHOLDERS MAY BE MODIFIED WITH THE
     CONSENT OF HOLDERS OF 66 2/3% OF THE BONDS, AND, IF LESS THAN ALL SERIES
     OF BONDS ARE AFFECTED, THE CONSENT ALSO OF HOLDERS OF 66 2/3% OF THE
     BONDS OF EACH SERIES AFFECTED. IN GENERAL, NO MODIFICATION OF THE TERMS
     OF PAYMENT OF PRINCIPAL OR INTEREST, NO MODIFICATION OF THE OBLIGATIONS
     OF THE COMPANY UNDER SECTION 64 OF THE MORTGAGE (UNTIL THE FOREGOING
     SUBSTITUTION IS MADE), AND NO MODIFICATION AFFECTING THE LIEN OF THE
     MORTGAGE OR REDUCING THE PERCENTAGE REQUIRED FOR MODIFICATION, IS
     EFFECTIVE AGAINST ANY BONDHOLDER WITHOUT HIS CONSENT.
 
          DEFAULTS AND NOTICE THEREOF.DEFAULTS ARE DEFINED IN THE MORTGAGE AS:
     DEFAULT IN PAYMENT OF PRINCIPAL; DEFAULT FOR 60 DAYS IN PAYMENT OF
     INTEREST OR INSTALLMENTS OF FUNDS FOR RETIREMENT OF BONDS; CERTAIN EVENTS
     IN BANKRUPTCY, INSOLVENCY OR REORGANIZATION; DEFAULTS WITH RESPECT TO
     QUALIFIED LIEN BONDS; AND DEFAULT FOR 90 DAYS AFTER NOTICE IN OTHER
     COVENANTS. THE TRUSTEES MAY WITHHOLD NOTICE OF DEFAULT (EXCEPT IN PAYMENT
     OF PRINCIPAL, INTEREST OR FUNDS FOR RETIREMENT OF BONDS) IF THEY
     DETERMINE IT IS IN THE INTERESTS OF THE BONDHOLDERS.
 
          THE CORPORATE TRUSTEE OR THE HOLDERS OF 25% OF THE BONDS MAY DECLARE
     THE PRINCIPAL AND INTEREST DUE ON DEFAULT, BUT A MAJORITY MAY ANNUL SUCH
     DECLARATION IF SUCH DEFAULT HAS BEEN CURED. NO HOLDER OF BONDS MAY
     ENFORCE THE LIEN OF THE MORTGAGE WITHOUT GIVING THE TRUSTEES WRITTEN
     NOTICE OF A DEFAULT AND UNLESS THE HOLDERS OF 25% OF THE BONDS HAVE
     REQUESTED THE TRUSTEES IN WRITING TO ACT AND OFFERED THEM REASONABLE
     OPPORTUNITY TO ACT AND INDEMNITY SATISFACTORY TO THE TRUSTEES AGAINST THE
     COSTS, EXPENSES AND LIABILITIES TO BE INCURRED THEREBY AND THE TRUSTEES
     SHALL HAVE FAILED TO ACT. HOLDERS OF A MAJORITY OF THE BONDS MAY DIRECT
     THE TIME, METHOD AND PLACE OF CONDUCTING ANY PROCEEDINGS FOR ANY REMEDY
     AVAILABLE TO THE TRUSTEES, OR EXERCISING ANY TRUST OR POWER CONFERRED
     UPON THE TRUSTEES.
 
          THE COMPANY MUST FILE AN ANNUAL CERTIFICATE WITH THE CORPORATE
     TRUSTEE AS TO COMPLIANCE WITH THE PROVISIONS OF THE MORTGAGE AND AS TO
     THE ABSENCE OF DEFAULT WITH RESPECT TO ANY OF THE COVENANTS CONTAINED IN
     THE MORTGAGE.
 
                    DESCRIPTION OF NEW PREFERRED STOCK
          
          GENERAL.THE ARTICLES OF
     INCORPORATION PROVIDE FOR TWO CLASSES OF SERIAL PREFERRED STOCK OF THE
     COMPANY, THE PREFERRED STOCK, $100 PAR VALUE ('$100 PREFERRED STOCK'),
     AND THE PREFERRED STOCK, $25 PAR VALUE ('$25 PREFERRED STOCK') (THE $100
     PREFERRED STOCK AND THE $25 PREFERRED STOCK BEING HEREIN COLLECTIVELY
     REFERRED TO AS THE 'PREFERRED STOCK'). THE $100 PREFERRED STOCK 
     AND THE $25 PREFERRED STOCK HAVE THE SAME RANK AND, EXCEPT AS 
     TO THOSE CHARACTERISTICS RELATING TO PAR VALUE, VOTING RIGHTS 
     (INCLUDING MATTERS RELATING TO QUORUMS AND ADJOURNMENTS)
     AND IN CERTAIN OTHER RESPECTS AS TO WHICH THERE MAY BE VARIATIONS AMONG
     SERIES, THE SHARES OF EACH SERIES OF PREFERRED STOCK CONFER EQUAL RIGHTS
     UPON THE HOLDERS. THE RESPECTS IN WHICH THERE MAY BE VARIATIONS AS AMONG
     SERIES CONSIST OF (A) THE NUMBER OF SHARES CONSTITUTING EACH SERIES AND
     THE DISTINCTIVE SERIAL DESIGNATION THEREOF, (B) THE ANNUAL DIVIDEND RATE,
     THE INITIAL DIVIDEND PAYMENT DATE AND THE DATE FROM WHICH DIVIDENDS SHALL
     BE CUMULATIVE, (C) THE AMOUNTS PAYABLE UPON REDEMPTION, AND (D) THE TERMS
     AND AMOUNT OF SINKING FUND REQUIREMENTS (IF ANY) FOR THE PURCHASE OR
     REDEMPTION OF SHARES OF EACH SERIES OF PREFERRED STOCK OTHER THAN THE
     FIRST THROUGH TENTH SERIES OF THE $100 PREFERRED STOCK HERETOFORE ISSUED
     BY THE COMPANY. WHEN A NEW SERIES OF PREFERRED STOCK IS CREATED, THE
     NUMBER OF SHARES CONSTITUTING SUCH SERIES, ITS DISTINCTIVE SERIAL
     DESIGNATION AND ITS DISTINCTIVE CHARACTERISTICS (IN THOSE LIMITED
     RESPECTS AS TO WHICH THERE MAY BE VARIATIONS) ARE SET BY AN AMENDMENT TO
     THE ARTICLES OF INCORPORATION. THE STATEMENTS HEREIN CONCERNING THE
     PREFERRED STOCK AND THE NEW PREFERRED STOCK ARE SUMMARY IN NATURE AND DO
     NOT PURPORT TO BE COMPLETE. SUCH STATEMENTS DO NOT ATTEMPT TO RELATE OR
     TO GIVE EFFECT TO THE APPLICABLE PROVISIONS OF LOUISIANA STATUTORY OR
     DECISIONAL LAW AND ARE SUBJECT IN ALL RESPECTS TO THE DETAILED PROVISIONS
     OF THE ARTICLES OF INCORPORATION AND TO THE ARTICLES OF AMENDMENT TO BE
     ADOPTED FOR EACH SERIES OF NEW PREFERRED STOCK. THE ARTICLES OF
     INCORPORATION AND THE FORM OF ARTICLES OF AMENDMENT ARE FILED AS EXHIBITS
     TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
 
          FORM AND EXCHANGE.SEE 'BOOK ENTRY SECURITIES' BELOW.
 
          TERMS OF SPECIFIC SERIES OF THE NEW PREFERRED STOCK.A PROSPECTUS
     SUPPLEMENT WILL DESCRIBE THE FOLLOWING TERMS OF EACH SERIES OF NEW
     PREFERRED STOCK TO BE ISSUED: (1) THE DESIGNATION OF SUCH SERIES OF NEW
     PREFERRED STOCK; (2) THE PAR VALUE OF EACH SHARE; (3) THE NUMBER OF
     SHARES OF NEW PREFERRED STOCK IN SUCH SERIES; (4) THE PURCHASE PRICE AND
     INITIAL PUBLIC OFFERING PRICE, IF ANY, OF THE SHARES OF SUCH SERIES; (5)
     THE DIVIDEND RATE; (6) THE INITIAL DIVIDEND PAYMENT DATE AND THE DATE
     FROM WHICH DIVIDENDS WILL BE CUMULATIVE; (7) THE TERMS AND CONDITIONS
     PURSUANT TO WHICH, AND THE PRICES AT WHICH, THE COMPANY MAY REDEEM SHARES
     OF SUCH SERIES; (8) THE TERMS AND AMOUNT OF ANY SINKING FUND REQUIREMENTS
     APPLICABLE TO SUCH SERIES; AND (9) ANY OTHER TERMS OF SUCH SERIES OF THE
     NEW PREFERRED STOCK, NOT INCONSISTENT WITH THE ARTICLES OF INCORPORATION.
 
          DIVIDEND RIGHTS.EACH SERIES OF THE NEW PREFERRED STOCK, PARI PASSU
     with each other series of the Preferred Stock, shall be entitled, when
     and as declared by the Board of Directors, in preference to the common
     stock, to dividends at the rate stated in the title thereof, payable
     quarterly on February 1, May 1, August 1 and November 1 of each year.
 
          Voting Rights.Except for that purpose only for which the right to
     vote is expressly conferred upon the holders of the Preferred Stock by
     the Articles of Incorporation, the holders of the Preferred Stock shall
     have no power to vote and shall be entitled to no notice of any meeting
     of stockholders of the Company.
 
          If and when dividends payable on Preferred Stock of the Company
     shall be in default in an amount equal to four full quarterly payments or
     more per share, and thereafter until all dividends on any such Preferred
     Stock in default shall have been paid, the holders of all Preferred
     Stock, voting separately as a class in such manner that the holders of
     the $100 Preferred Stock shall have one vote per share and the holders of
     the $25 Preferred Stock shall have one-quarter vote per share, shall be
     entitled to elect the smallest number of directors necessary to
     constitute a majority of the full Board of Directors of the Company, and
     the holders of the common stock, voting separately as a class, shall be
     entitled to elect the remaining directors of the Company.
 
          Restrictions on Issuance of Stock, Restrictions on Altering Terms of
     Preferred Stock.So long as any shares of the Preferred Stock are
     outstanding, the Company shall not, without the consent (given by vote at
     a meeting called for that purpose) of at least two-thirds of the total
     number of shares of the Preferred Stock then outstanding (for purposes of
     this computation each share of the $100 Preferred Stock shall count as
     one share, and each share of the $25 Preferred Stock shall count as
     one-quarter share):
 
          (1)  Issue any new stock which would rank prior to the Preferred
     Stock or issue any security convertible into shares of any such stock
     except for the purpose of providing funds for the redemption of all of
     the Preferred Stock then outstanding; or
 
          (2)  Amend or alter any of the express terms of the Preferred Stock
     then outstanding in a manner prejudicial to the holders thereof; the
     increase or decrease in the authorized amount of the Preferred Stock or
     the creation, or increase or decrease in the authorized amount, of any
     new class of stock ranking on a parity with the Preferred Stock shall
     not, for the purposes of this paragraph, be deemed to be prejudicial to
     the holders of the Preferred Stock.
 
          Restrictions on Merger, Sale of Assets, Issue of Unsecured Debt,
     Sale of Additional Preferred Stock.So long as any shares of the Preferred
     Stock are outstanding, the Company shall not, without the consent (given
     by vote in a meeting called for that purpose) of the holders of a
     majority of the total number of shares of the Preferred Stock then
     outstanding (for purposes of this computation each share of the $100
     Preferred Stock shall count as one share, and each share of the $25
     Preferred Stock shall count as one-quarter share):
 
          (1)  Merge or consolidate with or into any other corporation, or
     sell or otherwise dispose of all or substantially all of the assets of
     the Company, without obtaining the prior approval of regulatory authority
     of the United States under the provisions of the Holding Company Act; or
 
          (2)  Issue or assume any unsecured indebtedness for purposes other
     than (i) the refunding of outstanding unsecured indebtedness theretofore
     issued or assumed by the Company, (ii) the reacquisition, redemption or
     other retirement of any indebtedness which has been authorized by
     regulatory authority of the United States under the provisions of the
     Holding Company Act, or (iii) the reacquisition, redemption or other
     retirement of all outstanding shares of the Preferred Stock, or preferred
     stock ranking prior to, or PARI PASSU with, the Preferred Stock, if
     immediately after such issue or assumption, the total principal amount of
     all unsecured indebtedness issued or assumed by the Company, including
     unsecured indebtedness then to be issued or assumed (but excluding the
     principal amount then outstanding of any unsecured indebtedness having a
     maturity in excess of ten years and in amount not exceeding 10% of the
     aggregate of (a) and (b) below) would exceed 10% of the aggregate of (a)
     the total principal amount of all bonds or other securities representing
     secured indebtedness issued or assumed by the Company and then to be
     outstanding, and (b) the capital and surplus of the Company as then to be
     stated on the books of account of the Company. When unsecured debt of a
     maturity in excess of ten years shall become of a maturity of ten years
     or less, it shall then be regarded as unsecured debt of a maturity of
     less than ten years and shall be computed with such debt for the purpose
     of determining the percentage ratio to the sum of (a) and (b) above of
     unsecured debt of a maturity of less than ten years, and when provision
     shall have been made, whether through a sinking fund or otherwise, for
     the retirement, prior to its maturity, of unsecured debt of a maturity in
     excess of ten years, the amount of any such security so required to be
     retired in less than ten years shall be regarded as unsecured debt of a
     maturity of less than ten years (and not as unsecured debt of a maturity
     in excess of ten years) and shall be computed with such debt for the
     purpose of determining the percentage ratio to the sum of (a) and (b)
     above of unsecured debt of a maturity of less than ten years, provided,
     however, that the payment due upon the maturity of unsecured debt having
     an original single maturity in excess of ten years or the payment due
     upon the latest maturity of any serial debt which had original maturities
     in excess of ten years shall not, for purposes of this provision, be
     regarded as unsecured debt of a maturity of less than ten years until
     such payment or payments shall be required to be made within five years
     (provided that the words 'five years' shall read 'three years' when none
     of the 4.96% Preferred Stock remains outstanding); furthermore, when
     unsecured debt of a maturity of less than ten years shall exceed 10% of
     the sum of (a) and (b) above, no additional unsecured debt shall be
     issued or assumed (except for the purposes set forth in (i), (ii) and
     (iii) above) until such ratio is reduced to 10% of the sum of (a) and (b)
     above; or
 
          (3)  Issue, sell or otherwise dispose of any shares of the Preferred
     Stock, or of any other class of stock ranking on a parity with the
     Preferred Stock as to dividends or in liquidation, dissolution, winding
     up or distribution, (a) so long as any of the 4.96% Preferred Stock
     remains outstanding, unless the net income of the Company available for
     dividends for a period of 12 consecutive calendar months within the 15
     calendar months immediately preceding the issuance, sale or disposition
     of such stock, is at least equal to twice the
     annual dividend requirements on all outstanding shares of the Preferred
     Stock and of all other classes of stock ranking prior to or on a parity
     with the Preferred Stock, including the shares proposed to be issued, and
     (b) so long as any Preferred Stock remains outstanding, unless the gross
     income of the Company for such period available for the payment of
     interest shall have been at least 1 times the sum of the annual interest
     charges on all interest bearing indebtedness of the Company and the
     annual dividend requirements on all outstanding Preferred Stock and of
     all other classes of stock ranking prior to, or on a parity with, the
     Preferred Stock including the shares proposed to be issued, and (c)
     unless the aggregate of the capital of the Company applicable to the
     common stock and the surplus of the Company shall be not less than the
     aggregate amount payable on the involuntary dissolution, liquidation or
     winding up of the Company in respect of all shares of the Preferred Stock
     and all shares of stock, if any, ranking prior thereto, or on a parity
     therewith, as to dividends or distributions, which will be outstanding
     after the issue of the shares proposed to be issued.
 
          Liquidation Rights.In the event of any voluntary liquidation,
     dissolution or winding up of the Company, the Preferred Stock shall have
     a preference over the common stock until an amount equal to the then
     current redemption price shall have been paid. In the event of any
     involuntary liquidation, dissolution or winding up of the Company, the
     Preferred Stock shall also have a preference over the common stock until
     the par value thereof plus accumulated and unpaid dividends thereon shall
     have been paid.
 
          Pre-emptive or Other Subscription Rights.No holder of any stock of
     the Company shall be entitled as of right to purchase or subscribe for
     any part of any stock of the Company or of any additional stock of any
     class to be issued by reason of any increase of the authorized capital
     stock of the Company.
 
          Liability to Further Calls and to Assessment.All of the New
     Preferred Stock will be validly issued and fully paid and non-assessable
     upon receipt by the Company of the purchase price thereof.
 
          Limitations on Payment of Common Stock Dividends.The Articles of
     Incorporation in effect restrict the payment of dividends on common stock
     to 75% of net income available for common stock dividends if the
     percentage of common stock equity to total capitalization, as defined, is
     between 20% and 25%, and to 50% of such net income if such percentage is
     less than 20%. At any time when common stock equity is 25% or more of
     total capitalization, the Company may not declare dividends on the common
     stock which would reduce common stock equity below 25% of total
     capitalization, except as hereinbefore provided. Certain other
     limitations on payment of common stock dividends also exist in the
     Articles of Incorporation.
 
          Certain Terms Applicable to Redemption.In general, at any time when
     dividends payable on any Preferred Stock are in default, the Company may
     not (1) make any payment, or set aside funds for payment, into any
     sinking fund for the purchase or redemption of any shares of the
     Preferred Stock, or (2) redeem, purchase or otherwise acquire less than
     all of the shares of the Preferred Stock, in either case unless approval
     is obtained under the Holding Company Act. Any shares of the Preferred
     Stock that are redeemed, purchased or acquired shall be retired and
     cancelled.
 
          Transfer Agent and Registrar.The transfer agent and registrar for
     the New Preferred Stock is Mellon Securities Trust Company, New York, New
     York.
 
          RATIOS OF EARNINGS TO FIXED CHARGES AND
     RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDSThe Company
     has calculated ratios of earnings to fixed charges and ratios of earnings
     to fixed charges and preferred dividends pursuant to Item 503 of SEC
     Regulation S-K as follows:
 


                                                                                TWELVE MONTHS ENDED
                                                               -----------------------------------------------------
                                                                             DECEMBER 31,
                                                               ----------------------------------------     JUNE 30,
                                                               1988     1989     1990     1991     1992       1993
                                                                                            
Ratios of Earnings to Fixed Charges(a)......................   1.71     1.79     2.32     2.40     2.79       2.85
Ratios of Earnings to Fixed Charges and Preferred
  Dividends(a)(b)...........................................   1.32     1.39     1.87     1.95     2.18       2.24
 

          (a)'Earnings', as defined by SEC Regulation S-K, represent the
     aggregate of (1) net income, (2) taxes based on income, (3) investment
     tax credit adjustments -- net and (4) fixed charges. 'Fixed Charges'
     include interest (whether expensed or capitalized), related amortization
     and interest applicable to rentals charged to operating expenses.
     
          (b)'Preferred Dividends', as defined by SEC
     Regulation S-K, are computed by dividing the preferred dividend
     requirement by one hundred percent (100%) minus the effective income tax
     rate.
     
     
                            EXPERTS AND LEGALITY
           The financial statements and the related
     financial statement schedules incorporated in this Prospectus by
     reference from the Company's Annual Report on Form 10-K have been audited
     by Deloitte & Touche, independent auditors, as stated in their reports,
     which are incorporated by reference herein, and have been so incorporated
     in reliance upon the reports of such firm given upon their authority as
     experts in auditing and accounting.
 
          With respect to the unaudited interim financial information
     incorporated herein by reference, Deloitte & Touche have applied limited
     procedures in accordance with professional standards for a review of such
     information. However, as stated in their reports included in the
     Company's Quarterly Reports on Form 10-Q, and incorporated by reference
     herein, they did not audit and do not express an opinion on that interim
     financial information. Accordingly, the degree of reliance on their
     reports on such information should be restricted in light of the limited
     nature of the review procedures applied. Deloitte & Touche are not
     subject to the liability provisions of Section 11 of the Securities Act
     of 1933 for their reports on the unaudited interim financial information
     because those reports are not 'reports' or 'parts' of the Registration
     Statement prepared or certified by an accountant within the meaning of
     Sections 7 and 11 thereof.
 
          The statements at the date of this Prospectus as to matters of law
     and legal conclusions made under 'Description of New Bonds' and
     'Description of New Preferred Stock' have been reviewed by Monroe &
     Lemann (A Professional Corporation), General Counsel for the Company,
     and, except as to 'Security' under 'Description of New Bonds', by Reid &
     Priest, and are set forth herein in reliance upon the opinions of said
     firms, respectively, and upon their authority as experts. The statements
     made in the Incorporated Documents at the date of this Prospectus as to
     matters of law and legal conclusions, based on the belief or opinion of
     the Company or otherwise, pertaining to titles to properties, franchises
     and other operating rights of the Company, regulations to which the
     Company is subject and any legal proceedings to which the Company is a
     party, are made on the authority of Monroe & Lemann (A Professional
     Corporation), and such statements are included in such documents and
     herein in reliance upon their authority as experts.
 
          The legality of the New Bonds and the New Preferred Stock will be
     passed upon for the Company by Monroe & Lemann (A Professional
     Corporation), 201 St. Charles Avenue, Suite 3300, New Orleans, Louisiana,
     and Reid & Priest, 40 West 57th Street, New York, New York, and for the
     underwriter(s), dealer(s), agent(s) or purchaser(s) by Winthrop, Stimson,
     Putnam & Roberts, One Battery Park Plaza, New York, New York. However,
     all legal matters pertaining to the organization of the Company, titles
     to property, franchises and the lien of the Mortgage and all matters of
     Louisiana law will be passed upon only by Monroe & Lemann (A Professional
     Corporation).
 
                                PLAN OF DISTRIBUTION
                                
           The Company may sell the New Bonds and the New
     Preferred Stock in one or more sales in any of three ways: (i) through
     one or more underwriters or dealers; (ii) directly to a limited number of
     purchasers or to a single purchaser; or (iii) through one or more agents.
     The Prospectus Supplement relating to a series of the New Bonds ('Offered
     Bonds') or to a series of the New Preferred Stock ('Offered Stock') will
     set forth the terms of the offering, as applicable, of the Offered Bonds
     or the Offered Stock, including the name or names of any underwriters,
     dealers or agents, the purchase price of such Offered Bonds or Offered
     Stock and the proceeds to the Company from such sale, any underwriting
     discounts and other items constituting underwriters' compensation, any
     initial public offering price and any discounts or concessions allowed or
     reallowed or paid to dealers. Any initial public offering price and any
     discounts or concessions allowed or reallowed or paid to dealers may be
     changed from time to time.
 
          If underwriters are used in the sale, the Offered Bonds or Offered
     Stock will be purchased by the underwriters for their own account and may
     be resold from time to time in one or more transactions, including
     negotiated transactions, at a fixed public offering price or at varying
     prices determined at the time of the sale. The underwriter or
     underwriters with respect to a particular underwritten offering of
     Offered Bonds or Offered Stock will be named in the Prospectus Supplement
     relating to such offering and, if an underwriting syndicate is used, the
     managing underwriter or underwriters will be set forth on the cover page
     of such Prospectus Supplement. Unless otherwise set forth in the
     Prospectus Supplement, the obligations of the underwriters to purchase
     the Offered Bonds or Offered Stock will be subject to certain conditions
     precedent, and the underwriters will be obligated to purchase all such
     Offered Bonds or Offered Stock if any are purchased; provided that the
     agreement between the Company and the underwriter or underwriters
     providing for the sale of the Offered Bonds or Offered Stock may provide
     that under certain circumstances involving a default of underwriters,
     less than all of the Offered Bonds or Offered Stock may be purchased.
 
          Offered Bonds or Offered Stock may be sold directly by the Company
     or through agents designated by the Company from time to time. The
     Prospectus Supplement will set forth the name of any agent involved in
     the offer or sale of the Offered Bonds or Offered Stock in respect of
     which the Prospectus Supplement is delivered as well as any commissions
     payable by the Company to such agent. Unless otherwise indicated in
     the Prospectus Supplement, any such agent will be acting on a best
     efforts basis for the period of its appointment.
 
          If so indicated in the Prospectus Supplement, the Company will
     authorize agents, underwriters or dealers to solicit offers by certain
     specified institutions to purchase Offered Bonds or Offered Stock from
     the Company at the public offering price set forth in the Prospectus
     Supplement pursuant to delayed delivery contracts providing for payment
     and delivery on a specified date in the future. Such contracts will be
     subject to those conditions set forth in the Prospectus Supplement, and
     the Prospectus Supplement will set forth the commission payable for
     solicitation of such contracts.
 
          Each Prospectus Supplement relating to a particular offering of
     Offered Bonds or Offered Stock will contain a statement (i) as to whether
     or not the Company is able to predict the existence of a secondary market
     for such securities and, if such existence is predicted, as to the extent
     of such secondary market, and (ii) if such securities are to be purchased
     by an underwriter or underwriters, as to whether or not such underwriter
     or underwriters intend to make a market in such securities.
 
          Subject to certain conditions, the Company may agree to indemnify
     any underwriters, dealers, agents or purchasers, and any insurer
     providing an insurance policy for the payment of principal of and/or
     interest on New Bonds, and their controlling persons against certain
     civil liabilities, including liabilities under the Securities Act of
     1933.
 
                          BOOK ENTRY SECURITIES
                          
              Unless otherwise indicated in a Prospectus
     Supplement, the New Preferred Stock and the New Bonds will be issued in
     the form of one or more fully registered stock certificates or bonds, as
     the case may be, that will be deposited with, or on behalf of, The
     Depository Trust Company, New York, New York ('DTC'), or such other
     depository as may be subsequently designated, and registered in the name
     of Cede & Co., as nominee for DTC.
 
          So long as DTC, or its nominee, is the owner of the New Preferred
     Stock or the New Bonds, DTC or such nominee, as the case may be, will be
     considered the sole registered holder of the New Preferred Stock or the
     New Bonds for all purposes under the Articles of Incorporation or
     Mortgage. Payments of redemption price and dividends on the New Preferred
     Stock and payments of principal of and premium, if any, and interest on
     the New Bonds will be made to DTC, or its nominee, as the case may be, as
     the holder of the New Preferred Stock or the New Bonds. Except as set
     forth below, owners of beneficial interests in the New Preferred Stock or
     the New Bonds will not be entitled to have any of the individual New
     Preferred Stock or New Bonds registered in their names, will not receive
     or be entitled to receive physical delivery of any such New Preferred
     Stock or New Bonds and will not be considered the holders thereof under
     the Articles of Incorporation or Mortgage.
 
          If DTC is at any time unwilling or unable to continue as depository
     and a successor depository is not appointed, the Company will issue
     certificates for New Preferred Stock or individual registered New Bonds
     in exchange for the New Preferred Stock or New Bonds held by DTC. In
     addition, the Company may at any time and in its sole discretion
     determine not to have the New Preferred Stock or New Bonds held by DTC
     and, in such event, will issue New Preferred Stock certificates or
     individual registered New Bonds in exchange for the New Preferred Stock
     or New Bonds held by DTC. In any such instance, an owner of a beneficial
     interest in the New Preferred Stock or the New Bonds will be entitled to
     physical delivery of New Preferred Stock certificates or individual New
     Bonds equal in par value or principal amount to its beneficial interest
     and to have such New Preferred Stock or New Bonds registered in its name.
     Individual New Bonds so issued will be issued as registered New Bonds in
     denominations of $1,000 or any multiple thereof.
 
          Upon the issuance of the New Preferred Stock or the New Bonds, DTC
     will credit, on its book-entry registration and transfer system, the
     respective par values or principal amounts of beneficial interests to the
     accounts of institutions that have accounts with DTC ('Participants').
     The accounts to be credited will initially be designated by any
     Underwriter or the Company. Ownership of beneficial interests in the New
     Preferred Stock or the New Bonds will be limited to Participants or
     persons that may hold interests through Participants. Ownership of
     beneficial interests in the New Preferred Stock or the New Bonds will be
     shown on, and the transfer of that ownership will be effected only
     through, records maintained by DTC (with respect to the Participants'
     interests) or by Participants or persons that hold through Participants
     (with respect to persons other than Participants). The laws of some
     states require that certain purchasers of securities take physical
     delivery of such securities. Such limits and such laws may impair the
     ability to transfer beneficial interests in the New Preferred Stock or
     the New Bonds.
 
          Upon receipt of any payment of the redemption price or dividends in
     respect to the New Preferred Stock or any payment of principal, premium
     or interest in respect of the New Bonds, DTC's current practice is to
     credit immediately Participants' accounts with payments in amounts
     proportionate to their respective beneficial interests in the par value
     of such New Preferred Stock or the principal amount of such New Bonds as
     shown on the records of DTC. Payments by Participants to owners of
     beneficial interests in the New Preferred Stock or the New Bonds will be
     governed by standing instructions and customary practices, as is
     now the case with securities held for the accounts of customers in bearer
     form or registered in 'street name,' and will be the responsibility of
     such Participants, subject to any statutory or regulatory requirements
     that may be in effect from time to time. Conveyance of notices and other
     communications by DTC to Participants and by Participants to other
     beneficial owners will be governed by arrangements among them, subject to
     any statutory and regulatory requirements as may be in effect from time
     to time.
 
          Each purchaser of New Preferred Stock or New Bonds must rely on (1)
     the procedures of DTC, and, if such purchaser is not a Participant, the
     procedures of the Participant through which such purchaser holds its
     beneficial interest, to receive payments and notices, and (2) the records
     of DTC and, if such purchaser is not a Participant, the records of the
     Participant through which such purchaser holds its beneficial interest,
     to evidence its beneficial ownership of New Preferred Stock or New Bonds.
 
          DTC is a limited-purpose trust company organized under the New York
     Banking Law, a 'banking organization' within the meaning of the New York
     Banking Law, a member of the Federal Reserve System, a 'clearing
     corporation' within the meaning of the New York Uniform Commerical Code,
     and a 'clearing agency' registered pursuant to the provisions of Section
     17A of the Securities Exchange Act of 1934. DTC holds securities of its
     Participants and facilitates the clearance and settlement of securities
     transactions among its Participants in such securities through electronic
     book-entry changes in accounts of the Participants, thereby eliminating
     the need for physical movement of securities certificates. DTC's
     Participants include securities brokers and dealers (including any
     Underwriter of the New Preferred Stock or New Bonds), banks, trust
     companies, clearing corporations, and certain other organizations, some
     of whom (and/or their representatives) own DTC. Access to DTC's
     book-entry system is also available to others, such as banks, brokers,
     dealers and trust companies that clear through or maintain a custodial
     relationship with a Participant, either directly or indirectly. The rules
     applicable to DTC and its Participants are on file with the Securities
     and Exchange Commission.
 
          The information in this section concerning DTC and DTC's book-entry
     system has been obtained from sources (including DTC) that the Company
     believes to be reliable, but the Company takes no responsibility for the
     accuracy thereof.
 
          Neither the Company, the Transfer Agent and Registrar, the Trustees,
     any Underwriter nor any agent for payment on or registration of transfer
     or exchange of such New Preferred Stock or New Bonds will have any
     responsibility or liability for any of the records relating to or
     payments made on account of beneficial interests in any of the New
     Preferred Stock or the New Bonds or for maintaining, supervising or
     reviewing any records relating to such beneficial interests.