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

                              FORM 10-Q


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

          For the Quarterly Period Ended March 31, 2000

          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,    I.R.S. Employer
File Number     Address of Principal Executive         Identification
                Offices and Telephone Number           No.

1-11299         ENTERGY CORPORATION                    72-1229752
                (a Delaware corporation)
                639 Loyola Avenue
                New Orleans, Louisiana 70113
                Telephone (504) 576-4000

1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)
                425 West Capitol Avenue, 40th Floor
                Little Rock, Arkansas 72201
                Telephone (501) 377-4000

1-2703          ENTERGY GULF STATES, INC.              74-0662730
                (a Texas corporation)
                350 Pine Street
                Beaumont, Texas  77701
                Telephone (409) 838-6631

1-8474          ENTERGY LOUISIANA, INC.                72-0245590
                (a Louisiana corporation)
                4809 Jefferson Highway
                Jefferson, Louisiana 70121
                Telephone (504) 840-2734

0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
                (a Mississippi corporation)
                308 East Pearl Street
                Jackson, Mississippi 39201
                Telephone (601) 368-5000

0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)
                1600 Perdido Building
                New Orleans, Louisiana 70112
                Telephone (504) 670-3674

1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)
                Echelon One
                1340 Echelon Parkway
                Jackson, Mississippi 39213
                Telephone (601) 368-5000
___________________________________________________________________________


       Indicate  by check mark whether the registrants (1) have  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period  that the registrants were required to file such reports),  and  (2)
have been subject to such filing requirements for the past 90 days.

Yes     X      No

Common Stock Outstanding                     Outstanding at April 30, 2000
Entergy Corporation           ($0.01 par value)             229,974,723

      This  combined Quarterly Report on Form 10-Q 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 reports herein only as to itself and makes no  other
representations  whatsoever  as  to  any  other  company.   This   combined
Quarterly Report on Form 10-Q supplements and updates the Annual Report  on
Form  10-K  for  the calendar year ended December 31, 1999,  filed  by  the
individual  registrants  with the SEC, and should be  read  in  conjunction
therewith.


                        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.,  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 prices and availability, the  effects
of  regulatory  decisions and changes in law, litigation, capital  spending
requirements, the onset of competition, advances in technology, changes  in
accounting  standards,  corporate  restructuring  and  changes  in  capital
structure,  movements  in  the markets for electricity  and  other  energy-
related commodities, changes in interest rates and in financial and foreign
currency  markets  generally, changes in corporate  strategies,  and  other
factors.



                   ENTERGY CORPORATION AND SUBSIDIARIES
                  INDEX TO QUARTERLY REPORT ON FORM 10-Q
                              March 31, 2000

                                                        Page Number

Definitions                                                 1
Management's Financial Discussion and Analysis -
 Liquidity and Capital Resources                            3
Management's Financial Discussion and Analysis -
 Significant Factors and Known Trends                       7
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                  9
     Consolidated Statements of Income                     13
     Consolidated Statements of Cash Flows                 14
     Consolidated Balance Sheets                           16
     Consolidated Statements of Retained Earnings,
      Comprehensive Income, and Paid-in Capital            18
     Selected Operating Results                            19
  Entergy Arkansas, Inc.:
     Results of Operations                                 20
     Income Statements                                     22
     Statements of Cash Flows                              23
     Balance Sheets                                        24
     Selected Operating Results                            26
  Entergy Gulf States, Inc.:
     Results of Operations                                 27
     Income Statements                                     29
     Statements of Cash Flows                              31
     Balance Sheets                                        32
     Selected Operating Results                            34
  Entergy Louisiana, Inc.:
     Results of Operations                                 35
     Income Statements                                     37
     Statements of Cash Flows                              39
     Balance Sheets                                        40
     Selected Operating Results                            42
  Entergy Mississippi, Inc.:
     Results of Operations                                 43
     Income Statements                                     45
     Statements of Cash Flows                              47
     Balance Sheets                                        48
     Selected Operating Results                            50
  Entergy New Orleans, Inc.:
     Results of Operations                                 51
     Income Statements                                     53
     Statements of Cash Flows                              55
     Balance Sheets                                        56
     Selected Operating Results                            58
  System Energy Resources, Inc.:
     Results of Operations                                 59
     Income Statements                                     60
     Statements of Cash Flows                              61
     Balance Sheets                                        62
Notes to Financial Statements for Entergy Corporation
 and Subsidiaries                                          64
Part II:
  Item 1.  Legal Proceedings                               70
  Item 5.  Other Information                               71
  Item 6.  Exhibits and Reports on Form 8-K                71
Signature                                                  73



                             DEFINITIONS

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

   Abbreviation or Acronym        Term

AFUDC                    Allowance for Funds Used During Construction
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
APSC                     Arkansas Public Service Commission
Board                    Board of Directors of Entergy Corporation
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
domestic utility
 companies               Entergy   Arkansas,  Entergy  Gulf   States,
                         Entergy Louisiana, Entergy Mississippi,  and
                         Entergy New Orleans, collectively
EWG                      Exempt wholesale generator under PUHCA
Entergy                  Entergy  Corporation and its various  direct
                         and indirect subsidiaries
Entergy Arkansas         Entergy    Arkansas,   Inc.,   an   Arkansas
                         corporation
Entergy Corporation      Entergy Corporation, a Delaware corporation
Entergy Gulf States      Entergy   Gulf   States,   Inc.,   a   Texas
                         corporation    (including    wholly    owned
                         subsidiaries  - Varibus Corporation,  GSG&T,
                         Inc.,  Prudential  Oil  &  Gas,  Inc.,   and
                         Southern Gulf Railway Company)
Entergy Louisiana        Entergy   Louisiana,   Inc.,   a   Louisiana
                         corporation
Entergy Mississippi      Entergy  Mississippi,  Inc.,  a  Mississippi
                         corporation
Entergy New Orleans      Entergy   New  Orleans,  Inc.,  a  Louisiana
                         corporation
FERC                     Federal Energy Regulatory Commission
FUCO                     an  exempt  foreign  utility  company  under
                         PUHCA
Form 10-K                The  combined Annual Report on Form 10-K for
                         the year ended December 31, 1999 of Entergy,
                         Entergy   Arkansas,  Entergy  Gulf   States,
                         Entergy   Louisiana,  Entergy   Mississippi,
                         Entergy New Orleans, and System Energy
Grand Gulf 1             Unit   No.  1  of  the  Grand  Gulf  Nuclear
                         Generation Plant
London Electricity       London Electricity plc - a regional electric
                         company  serving London, England, which  was
                         acquired by Entergy London Investments  plc,
                         effective February 1, 1997, and was sold  by
                         Entergy effective December 4, 1998
LPSC                     Louisiana Public Service Commission
MPSC                     Mississippi Public Service Commission
MW                       Megawatt(s)
NRC                      Nuclear Regulatory Commission
Pilgrim                  Pilgrim  Nuclear  Station, 670  MW  facility
                         located in Plymouth, Massachusetts purchased
                         in   July   1999  from  Boston   Edison   by
                         Entergy's non-utility nuclear power business
PUCT                     Public Utility Commission of Texas
PUHCA                    Public Utility Holding Company Act of  1935,
                         as amended
River Bend               River Bend Nuclear Generation Plant
SEC                      Securities and Exchange Commission
SFAS                     Statement  of Financial Accounting Standards
                         as  promulgated by the Financial  Accounting
                         Standards Board



   Abbreviation or Acronym        Term

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., an  Arkansas
                         corporation
UK                       The  United  Kingdom of  Great  Britain  and
                         Northern Ireland
Waterford 3              Unit No. 3 (nuclear) of the Waterford Plant


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Operations

      Net cash flow provided by (used in) operations for Entergy, the
domestic  utility companies, and System Energy for the first  quarter
of 2000 and 1999 was as follows:

                             First Quarter    First Quarter
   Company                        2000             1999
                                      (In Millions)

   Entergy                        $310.6           $210.1
   Entergy Arkansas               $ 17.8           $ 42.2
   Entergy Gulf States            $ 81.5           $ 74.3
   Entergy Louisiana              $ 33.9           $ 56.4
   Entergy Mississippi            $(72.2)          $ 16.0
   Entergy New Orleans            $  4.5           $  3.7
   System Energy                  $188.5           $ 40.7

      For  the first quarter of 2000, competitive businesses provided
$14.6 million to consolidated operating cash flow compared with using
$50.8  million  in  the  first quarter  of  1999.   The  increase  is
primarily  due  to revenues from Pilgrim and less cash  used  by  the
power marketing and trading business.  Pilgrim was purchased in  July
1999  and provided positive operating cash flow in the first  quarter
of 2000 compared to no cash flow in the first quarter of 1999.

      The operating cash flows of the domestic utility companies  and
System  Energy  were primarily affected by the following  money  pool
activity for the first quarter of 2000:

     o System Energy's operating cash flow increased primarily due to a
       decrease in receivables from affiliated companies; and
     o Entergy Arkansas and Entergy Mississippi issued debt during the
       first quarter of 2000, the proceeds of which were used in part by
       each of these companies to pay off borrowings from the money pool
       and create receivables to them from the money pool, resulting in
       an overall decrease in their respective operating cash flows.

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 utilities or System Energy when they have
short-term  cash requirements.  See "Capital Resources" below  for  a
discussion of the limitations on these borrowings.

Investing Activities

     Net  cash  used in investing activities increased compared  with
the first quarter of 1999 due to higher construction expenditures  in
2000.   The increased expenditures were primarily due to construction
of  the  Saltend  and Damhead Creek power plants by Entergy's  global
power  development  business and spending  on  customer  service  and
reliability  improvements by the domestic  utility  companies.   Also
contributing  to the increase in cash used in 2000 were the  proceeds
from  the  sale  of Entergy Security, Inc. received in January  1999,
which decreased the cash used in investing activities in 1999.

     Offsetting the overall increase in cash used was the maturity of
other temporary investments in the first quarter of 2000.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


Financing Activities

      Net cash provided by financing activities increased compared to
the first quarter of 1999 primarily due to:

     o the  issuance  of  debt at Entergy Arkansas  and  Entergy
       Mississippi;
     o additional  borrowings under Entergy  Corporation  credit
       facilities, the proceeds of which were used for general corporate
       purposes and to make an open-account advance to Entergy Louisiana
       to repay maturing debt;
     o increased borrowings under the credit facilities for  the
       construction of the Saltend and Damhead Creek power projects by
       Entergy's global power development business; and
     o a reduction in the redemption of preferred stock in the first
       quarter of 2000 compared to the first quarter of 1999.

      Partially  offsetting  the overall increase  is  the  increased
repurchase  of Entergy Corporation common stock in the first  quarter
of 2000 compared with the first quarter of 1999.

Capital Resources

     Entergy requires capital resources for:

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

Management  provides  more information on construction  expenditures,
capital   investments,  and  long-term  debt  and   preferred   stock
maturities in Notes 5, 6, 7, and 9 to the financial statements in the
Form 10-K.

      Entergy's  sources  of funds to meet its  capital  requirements
include:

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

      Certain of the domestic utility companies have issued or expect
to  issue  debt in 2000, the proceeds of which have been or  will  be
used  for general corporate purposes, including capital expenditures,
the  retirement  of  short-term indebtedness, and,  in  the  case  of
Entergy  Gulf  States, the mandatory redemption of preference  stock.
See  Note  4  to  the  financial  statements  for  details  regarding
issuances of debt by Entergy Mississippi and Entergy Arkansas in  the
first quarter of 2000.

     All  debt and common and preferred stock issuances 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  the remainder of 2000.  The domestic utility  companies
may also establish special purpose trusts or limited partnerships  as
financing   subsidiaries  for  the  purpose  of   issuing   preferred
securities.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


      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.

      Short-term  borrowings by the domestic  utility  companies  and
System  Energy  are limited to amounts authorized by  the  SEC.   The
current SEC-authorized limit of $1.078 billion for these companies is
effective through November 30, 2001.  Borrowings from the money  pool
and  external  borrowings combined may not exceed the  SEC-authorized
limit.   As  of  March  31, 2000, only Entergy Gulf  States,  Entergy
Louisiana,  and  Entergy New Orleans had borrowings outstanding  from
the  money pool, in the amounts of $40.9 million, $40.7 million,  and
$6.4 million, respectively.

     Other Entergy subsidiaries have SEC authorization to borrow from
Entergy Corporation, through the money pool, or from external sources
in an aggregate principal amount up to $265 million.  These companies
had  $113.6 million of outstanding borrowings from the money pool  as
of March 31, 2000.  Some of these borrowings are restricted as to use
and are collaterized by certain assets.

      As  of  March  31, 2000, Entergy Corporation had the  following
short-term credit facilities:

     o a $250 million bank credit facility under which $230 million of
       borrowings were outstanding; and
     o a 364-day term loan in the amount of $120 million, all of which
       was outstanding.

      The  364-day  term loan was obtained on February 25,  2000  and
currently  bears interest at an annual rate of 6.96%.   The  proceeds
were  used by Entergy Corporation to make an open-account advance  in
the amount of $100 million to Entergy Louisiana to enable it to repay
maturing  debt.  Entergy Corporation used the remaining proceeds  for
general corporate purposes and working capital needs.

     Entergy  Corporation is expanding its $250 million  bank  credit
facility  to permit borrowings up to $500 million.  It is anticipated
that  this  expansion will become effective during May 2000,  and  an
additional $120 million will be drawn to repay the 364-day term loan.

     Entergy's  ability to invest in domestic and foreign  generation
businesses  is subject to the SEC's regulations under  PUHCA.   These
regulations limit to 50% of consolidated retained earnings the  total
amount  that  Entergy may invest in domestic and  foreign  generation
businesses  at  the time an investment is made.  Using  the  proceeds
from the sales of London Electricity and CitiPower in 1998, Entergy's
FUCO  and  EWG  subsidiaries  have the ability  to  make  significant
additional  investments in domestic and foreign generation businesses
without  the  need  of  further investment  by  Entergy  Corporation.
However,  Entergy has pending at the SEC an application  to  increase
its  permissible  EWG  and FUCO investments to 100%  of  consolidated
retained earnings.

     Entergy's   global  power  development  business  is   currently
constructing two combined-cycle gas turbine merchant power plants  in
the  UK, Saltend and Damhead Creek.  These projects are discussed  in
"MANAGEMENT'S  FINANCIAL  DISCUSSION AND  ANALYSIS  -  LIQUIDITY  AND
CAPITAL  RESOURCES"  in  the  Form  10-K.   The  financing   of   the
construction of these two power plants is discussed in Note 7 to  the
financial statements in the Form 10-K.

     In  October  1999,  Entergy's global power development  business
obtained  an option to acquire twenty-four GE7FA advanced  technology
gas   turbines,  four  steam  turbines,  and  eight  GE7EA   advanced
technology  gas  turbines.   The  financing  of  these  turbines   is
discussed  in  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -
LIQUIDITY AND CAPITAL RESOURCES" in the Form 10-K.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


     In March 2000, Entergy's non-utility nuclear business, signed an
agreement,  subject to regulatory approvals, for the  acquisition  of
the  New  York  Power Authority's (NYPA) 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.  Management expects to close the acquisition by the end of  the
fourth quarter of 2000.  Entergy will pay $50 million in cash at  the
closing   of   the  purchase,  plus  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.  Subject to certain  conditions,
Entergy's non-utility nuclear business has agreed to pay NYPA  up  to
$10  million  annually for up to 10 years, beginning  on  the  second
anniversary  date of such acquisition, if Entergy acquires  ownership
of  the  Indian  Point 2 nuclear power plant located  in  Westchester
County,  New  York.  If Entergy acquires the Nine Mile Point  nuclear
power  plants (referred to in the following paragraph), it  will  pay
NYPA up to $2 million annually for up to 10 years, commencing on  the
second anniversary date of such acquisition.  NYPA also will be  paid
$2.5  million  annually by each of the two Entergy subsidiaries  that
acquire  the NYPA plants for up to twenty years if the NRC grants  an
extension  of the current nuclear operating licenses for the  plants.
These  payments  would  commence on  the  first  anniversary  of  the
expiration  of  the  respective current licenses and  would  continue
during the extension period.

     In December 1999, an Entergy subsidiary signed an agreement with
Rochester  Gas and Electric Corporation (RG&E) to lease  and  operate
the  Nine Mile Point 1 and 2 nuclear power plants, totaling 1,754 MW,
located  in  Scriba, New York. Nine Mile Point 1 is owned by  Niagara
Mohawk Power Corporation (NiMo), and Nine Mile Point 2 is co-owned by
RG&E,  NiMo, New York State Electric & Gas Corporation (NYSEG),  Long
Island  Lighting Company doing business as LIPA, and  Central  Hudson
Gas  &  Electric Corporation.  The lease and operating  agreement  is
subject to RG&E's acquisition of NiMo and NYSEG's ownership interests
in  the plants under RG&E's right of first refusal and is subject  to
approval by the New York Public Service Commission (NYPSC).  NiMo and
NYSEG  initiated a proceeding before the NYPSC seeking  authorization
for the sale of their ownership interests in Nine Mile Point 1 and  2
to  a  third  party.  Entergy intervened in the proceedings,  but  on
April  25,  2000,  NiMo and NYSEG moved to withdraw the  request  for
authority to transfer their interests in the Nine Mile plants on  the
grounds  that  there are multiple parties who wish to  acquire  them.
The  NYPSC encouraged the owners of the Nine Mile plants to determine
the  market  value of the plants through an open bid  process,  which
will likely take place during the summer of 2000.  Entergy expects to
participate in the bidding to acquire the Nine Mile plants,  or  will
seek a contract to lease and operate them.

     In April 2000, Entergy and Koch Industries, Inc. announced plans
for the formation of a new joint venture company to be called Entergy-
Koch L.P.  Entergy will contribute to the venture its power marketing
and  trading business in the United States and the United Kingdom  as
well  as  $350  million in cash.  Of the $350 million,  approximately
$200 million will be funded with debt that is non-recourse to Entergy
Corporation, and $150 million will be provided from Entergy's cash on
hand.   Koch  Industries, Inc. will contribute  to  the  venture  its
10,000-mile  Koch Gateway Pipeline, gas storage facilities  including
the  Bisteneau 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
parties  will  have  equal ownership interests in Entergy-Koch  L.P.,
which  will  be  governed  by  an eight-member  board  of  directors.
Entergy  will  have the right to appoint four members of  the  board.
The venture, which will require prior approval from FERC and from the
SEC  under  PUHCA, is expected to become operational by  the  end  of
2000.





                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


      Entergy  has  made  investments in  energy-related  businesses,
including power marketing and trading. Under PUHCA, the SEC imposes a
limit equal to 15% of consolidated capitalization on the amount  that
may  be invested in such "energy-related" businesses without specific
SEC  approval.   Entergy's  available  capacity  to  make  additional
investments  at March 31, 2000 was approximately $2.2  billion.   The
available  capacity will be partially reduced by Entergy's investment
in   its  recently  announced  joint  venture  with  Koch  Industries
discussed above.

      In  the  first  quarter of 2000, Entergy Corporation  paid  $71
million  in cash dividends on its common stock and received  dividend
payments  totaling  $63 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  dividends  based  upon
Entergy's earnings and financial strength.  Dividend restrictions are
discussed in Note 8 to the financial statements in the Form 10-K.

     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 provides for purchases in the open market of up to  5
million shares, for an aggregate consideration of up to $250 million.
In  July  1999,  the  Board  approved the  commitment  of  up  to  an
additional  $750 million for the repurchase of Entergy  common  stock
through  December 31, 2001.  Shares are purchased on a  discretionary
basis.   Entergy  also issues shares under its Dividend  Reinvestment
and  Stock  Purchase Plan and other compensation and  benefit  plans.
See  Note  3  to  the financial statements for stock repurchases  and
issuances made during the first quarter of 2000.

     See  Notes 4, 5, 6, 7, 9, and 10 to the financial statements  in
the  Form  10-K  for  further discussion  of  Entergy's  capital  and
refinancing requirements and available lines of credit.

Entergy Corporation and System Energy

     Pursuant to the Capital Funds Agreement, 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 in the Form 10-K.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


       See   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
SIGNIFICANT  FACTORS  AND  KNOWN TRENDS"  in  the  Form  10-K  for  a
discussion of the increasing competitive pressures facing Entergy and
the  electric  utility industry, as well as market  risks  and  other
significant  issues affecting Entergy.  Set forth  below  are  recent
updates to the information contained therein.

Domestic Transition to Competition

State Regulatory and Legislative Activity

Texas

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

     In January 2000, Entergy Gulf States filed a business separation
plan   with   the   PUCT  as  required  by  the  Texas  restructuring
legislation.   The  plan  provides  that  Entergy  Gulf  States  will
ultimately  be  divided into a Texas distribution  company,  a  Texas
transmission  company,  a Texas generation company,  a  Texas  retail
service  provider,  and  a  Louisiana  company  that  will  encompass
distribution,  generation, and transmission operations.   Intervenors
in the Texas proceeding have, for the most part, expressed opposition
to  the plan for various reasons.  It is not certain whether the plan
will  be  approved  as  filed, or whether a different  plan  will  be
approved by the PUCT.  Entergy Gulf States and other parties  to  the
proceeding are in discussions aimed at determining whether there  are
modifications  to the proposed plan that would be acceptable  to  all
concerned  parties.   The procedural schedule requires  Entergy  Gulf
States  to file an amended business separation plan by June 8,  2000.
The  timing  and  outcome  of  this  proceeding  are  uncertain,  and
additional regulatory approvals from FERC, the SEC, and the LPSC will
be required before any business separation plan dividing Entergy Gulf
States into a series of new legal entities can be implemented.

     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.   This  filing  also  included  a  proposal  for  a
performance-based  enhancement to the authorized rate  of  return  on
equity.  Management does not agree with the arbitrary level of return
on  equity  set by PUCT rules (200 basis points over the  cost  of  a
distribution  utility's debt) and has sought a higher return  in  its
separated  cost  filing.  See Note 2 to the financial statements  for
further information on this filing.

Mississippi

      In  May 2000, after two years of studies and hearings, the MPSC
announced  that  it  opposed opening the state's  retail  electricity
markets  to  competition  at  this  time.   The  MPSC  concluded that
competition could raise the electric rates paid by residential users.
The  final decision ultimately lies with the Mississippi Legislature,
which has adjourned its 2000 session.





                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS

Federal Regulatory Activity

      See  "Part  I,  Item 1, Competition" in the  Form  10-K  for  a
discussion  of  changes that may result from retail  competition  and
unbundling.

     In  April 2000, the LPSC and the Council filed a complaint  with
FERC  seeking revisions to the System Agreement that they allege  are
necessary  to  accommodate the introduction of retail competition  in
certain  jurisdictions served by Entergy and, at the  same  time,  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  request  that
FERC  immediately  institute a proceeding to  permit  changes  to  be
adopted  prior  to January 1, 2002, and request, among other  things,
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 the pool energy at the average  level  existing
for the three years prior to the date that retail access is initiated
in  Texas  and  Arkansas.  Alternatively, the LPSC  and  the  Council
request  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  request  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  access  is  implemented in Louisiana  and  New  Orleans.   In
addition,  among  other things, the LPSC and the  Council  assert  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 result in violations of the
       interstate  commerce clause, the due process clause,  and  the
       impairment of contracts clause in the U.S. Constitution; and
     o the failure of the domestic utility companies to honor a right
       of first refusal with respect to any sale of generating capacity and
       associated energy under the System Agreement, and any attempt to
       eliminate such right of first refusal from the System Agreement,
       would violate the Federal Power Act and constitute a breach of the
       System Agreement.

State and Local Rate Regulation

      In  March 2000, the LPSC ordered Entergy Gulf States to  refund
approximately $17.7 million based on its fourth post-Merger  earnings
analysis  filed with the LPSC in May 1997.  Entergy Gulf States  will
appeal the order.  Entergy Gulf States has provided adequate reserves
for  its  annual earnings reviews based on management's estimates  of
the outcome of these proceedings.

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

Continued Application of SFAS 71 and Stranded Cost Exposure

      See  "Continued  Application  of  SFAS  71  and  Stranded  Cost
Exposure"  in  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT  FACTORS  AND  KNOWN TRENDS"  in  the  Form  10-K  for  a
discussion of the potential effects of discontinuation of SFAS 71 for
the  generation  portion of Entergy's business as well  as  Entergy's
exposure to stranded costs.

      Because  management believes that definitive outcomes have  not
yet  been determined regarding the transition to competition in  each
of  Entergy's jurisdictions, the regulated operations of the domestic
utility companies and System Energy continue to apply SFAS 71.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


     The restructuring laws enacted in Arkansas and Texas provide  an
opportunity for the recovery of stranded costs following  review  and
approval  by the APSC or the PUCT.  Nearly all of Entergy's  exposure
to   stranded  costs  involves  commitments  that  were  approved  by
regulators.  The actual amount of costs and obligations that will  be
identified  as stranded will be determined in regulatory proceedings.
These proceedings will commence in 2000 in Arkansas and Texas.

     Entergy  Gulf States included an estimate of its Texas  stranded
costs  in  its March 31, 2000 filing with the PUCT.  Using the  model
established by the PUCT staff, Entergy Gulf States' estimate of Texas
stranded costs is $117.2 million.  Entergy Gulf States disagrees with
certain  of the assumptions and estimates included in the PUCT  model
and  believes that the model understates actual stranded costs.   The
model  offsets potential strandable costs against mitigating factors,
including the estimated fair value of existing generation plants,  to
determine  an  estimated stranded cost figure.  The  model,  however,
does  not  include  estimated  River Bend decommissioning costs.  The
Texas stranded cost filing is discussed more thoroughly in Note 2  to
the  financial statements.  The outcome of  the  Texas  and  Arkansas
stranded cost 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.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


      Entergy's  results of operations are discussed in two  business
categories,  "Domestic  Utility  Companies  and  System  Energy"  and
"Competitive  Businesses."   Domestic Utility  Companies  and  System
Energy is Entergy's predominant business segment, contributing 77% of
Entergy's  operating revenue and 81% of its net income for the  first
quarter  of  2000.   Competitive  Businesses  include  the  following
segments  discussed  in Note 6 to the financial  statements:   "power
marketing  and  trading"  and "all other."  "All  other"  principally
includes global power development, non-utility nuclear power, and the
parent  holding  company, Entergy Corporation.   The  elimination  of
power  marketing  and trading mark-to-market profits on  intercompany
power transactions is also included in "all other."

Net Income

      Entergy Corporation's consolidated net income increased for the
first quarter of 2000 primarily due to:

     o a $25.2 million increase in net income from the power marketing
       and trading business primarily resulting from improved trading
       results and higher expected summer 2000 forward electricity prices
       affecting the mark-to-market valuations;
     o an overall $4.8 million increase in net income from the domestic
       utility companies and System Energy, primarily due to increases in
       electric operating revenues, a decrease in other operation and
       maintenance expenses, and a true-up to reflect fuel under-recoveries
       at Entergy Arkansas.  The increase was partially offset by a true-up
       to reflect fuel over-recoveries at Entergy Gulf States as a result of
       the PUCT fuel reconciliation settlement and an increase in the
       effective tax rate; and
     o an increase in net income from other competitive businesses,
       primarily resulting from the operation of Pilgrim in 2000, which was
       acquired in July 1999.  The increase was partially offset by a
       decrease in other income and an increase in the effective tax rate.

      Net  income for the first quarter of 1999 reflected the results
of  operations  for  Entergy  Security, Inc.,  Entergy  Power  Edesur
Holdings,   and   several   telecommunications   businesses.    These
businesses  were  sold  between January 1999 and  mid-1999,  and  are
therefore not included in 2000's results of operations.

Domestic Utility Companies and System Energy

Revenues and Sales

      The changes in electric operating revenues associated with  the
domestic  utility  companies for the first quarter  of  2000  are  as
follows:

                                            First Quarter
Description                             Increase/(Decrease)
                                            (In Millions)

Base revenues                                   ($23.8)
Rate riders                                       (5.8)
Fuel cost recovery                               101.3
Sales volume/weather                              18.1
Other revenue (including unbilled)                18.4
Sales for resale                                   6.1
                                                ------
   Total                                        $114.3
                                                ======





                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Base revenues

      Base revenues decreased $23.8 million for the first quarter  of
2000  primarily  due  to  provisions for potential  rate  refunds  at
Entergy  Louisiana.  This decrease is partially offset  by  increased
base revenues at Entergy Gulf States due to base rate refunds in 1999
in the Texas jurisdiction.

Rate riders

     Rate rider revenues do not affect net income because they are
offset by specific incurred expenses.

     Rate rider revenues decreased $5.8 million for the first quarter
of  2000  as a result of decreased Grand Gulf 1 riders and  decreased
ANO  decommissioning riders at Entergy Arkansas that became effective
in January 2000.

Fuel cost recovery

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

      Fuel  cost recovery revenues increased $101.3 million  for  the
first quarter of 2000 due to:

     o increased fuel factors implemented in March and September 1999
       in Texas for Entergy Gulf States;
     o a  fuel surcharge implemented in January 2000 in Texas for
       Entergy Gulf States;
     o an  increase in the energy cost recovery rate that  became
       effective in April 1999 at Entergy Arkansas;
     o higher fuel prices at Entergy Louisiana due to the increased
       market price of gas; and
     o an  increase in the energy cost recovery rate  at  Entergy
       Mississippi that became effective in January 2000.

Sales volume/weather

      Sales  volume increased $18.1 million for the first quarter  of
2000 primarily due to:

     o more favorable weather in Entergy Gulf States' Louisiana service
       territory as well as increased usage by industrial customers of
       Entergy Gulf States; and
     o increased  volume of electricity sales to residential  and
       industrial customers at Entergy Louisiana.

Other revenue (including unbilled)

     Other  revenue increased $18.4 million for the first quarter  of
2000  primarily  due  to increased unbilled revenue  for  retail  and
wholesale  customers, and a change in estimated unbilled revenues  in
June  1999  at the domestic utility companies.  The changed  estimate
more  closely  aligns  the fuel component of unbilled  revenues  with
their  regulatory treatment.  The change in estimate will not  affect
comparisons with prior periods after the first quarter of 2000.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Expenses

Fuel and purchased power expenses

      Fuel and purchased power expenses increased $129.5 million  for
the first quarter of 2000 primarily due to:

     o a  true-up to reflect fuel over-recoveries at Entergy Gulf
       States, partially offset by an adjustment to increase the deferred
       fuel balance at Entergy Arkansas;
     o an increase in the market prices of purchased power and gas in
       the first quarter of 2000; and
     o a shift to increased use of higher-priced gas and purchased
       power at Entergy Gulf States due to scheduled outages at coal and
       nuclear facilities in the first quarter of 2000.

Other operation and maintenance

      Other operation and maintenance decreased $17.6 million for the
first quarter of 2000 primarily due to:

     o a larger refund of nuclear insurance premiums in 2000 compared
       to 1999 at Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
       and System Energy; and
     o lower incentive compensation accruals in 2000 compared to 1999.

Depreciation and amortization

      Depreciation  and amortization decreased $4.2 million  for  the
first   quarter  of  2000  primarily  due  to  reduced   River   Bend
depreciation expense at Entergy Gulf States as a result of the write-
down  of  the  River  Bend abeyed plant required by  the  Texas  rate
settlement in June 1999.

Other

Interest charges

      Interest on long-term debt decreased $7.0 million for the first
quarter  of  2000 primarily due to the retirement and refinancing  of
certain long-term debt at Entergy Gulf States, Entergy Louisiana, and
System Energy in 1999.

      Other interest increased $7.0 million for the first quarter  of
2000  primarily  due  to interest recorded at  System  Energy  for  a
portion  of  the potential refund to customers of its  proposed  rate
increase pending at FERC.

Competitive Businesses

Revenues and Sales

       Competitive  business  revenues  increased  approximately  $57
million for the first quarter of 2000 compared with the first quarter
of  1999.   The  increase was primarily due to an increase  in  sales
revenues  of  $59.7  million  for the  non-utility  nuclear  business
resulting  primarily from the operation of Pilgrim, partially  offset
by  the  decrease  in revenues in other competitive businesses.   The
decrease in revenues in other competitive businesses was due  to  the
sales  of  Entergy Security, Inc. in January 1999 and  Entergy  Power
Edesur  Holdings  and several telecommunications businesses  in  June
1999.   These  businesses contributed to operating  revenues  in  the
first quarter of 1999 but not in the first quarter of 2000.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     The power marketing and trading business did not have a material
change  in  revenues.   However,  the  power  marketing  and  trading
business  had an increase in net income of $25 million for the  first
quarter of 2000 due to:

     o decreased purchased power expenses as discussed below;
     o improved trading performance; and
     o higher expected summer 2000 forward electricity prices affecting
       the mark-to-market valuations.

Expenses

Fuel and purchased power expenses

      Fuel and purchased power expenses decreased $31 million for the
first  quarter of 2000 compared with the first quarter of 1999.   The
decrease  is  attributable to decreased electricity and  gas  trading
volumes  in  the power marketing and trading business.   The  overall
decrease  was  partially offset by an increase in fuel and  purchased
power expenses related to the operation of Pilgrim.

Other operation and maintenance

     Other operation and maintenance expenses increased $27.4 million
for  the  first  quarter of 2000 compared with the first  quarter  of
1999.  The increase is primarily due to expenses incurred by the non-
utility  nuclear  business  from the  operation  of  Pilgrim  and  an
increase in the elimination of mark-to-market profits on intercompany
power transactions.  Partially offsetting the overall increase is   a
decrease  in  expenses  due  to the sales  of  businesses  previously
discussed.

Other

Other income

     Other income decreased $18 million for the first quarter of 2000
compared  with  the  first  quarter of  1999  primarily  due  to  the
following:

     o a $12.5 million ($.6 million net of tax) gain on the sale of
       Entergy Security, Inc. in January 1999; and
     o a $7.6 million ($4.9 million net of tax) favorable adjustment to
       the final sale price of CitiPower in January 1999.

Partially  offsetting the overall decrease is an  increase  in  other
miscellaneous income in the first quarter of 2000.

Interest charges

      Other  interest  charges increased $5  million  for  the  first
quarter  of  2000  compared  with the first  quarter  of  1999.   The
increase  was  primarily due to the accretion of the  decommissioning
liability associated with Pilgrim.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Income Taxes

      The  effective income tax rates for the first quarters of  2000
and  1999  were  43.4%  and 38.3%, respectively.   The  increase  was
primarily due to the following affecting the first quarter  1999  tax
rate:

     o decreased state income taxes at the power marketing and trading
       business as a result of net losses; and
     o recognition of certain foreign tax credits resulting in lower
       income taxes.





                  ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
          For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)

                                                               2000          1999
                                                       (In Thousands, Except Share Data)

                  OPERATING REVENUES
                                                                     
Domestic electric                                            $1,352,896    $1,238,583
Natural gas                                                      45,881        37,731
Steam products                                                        -         8,296
Competitive businesses                                          412,715       355,312
                                                             ----------    ----------
TOTAL                                                         1,811,492     1,639,922
                                                             ----------    ----------

                  OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                   497,754       402,973
   Purchased power                                              369,544       373,799
   Nuclear refueling outage expenses                             18,557        19,685
   Other operation and maintenance                              377,410       367,632
Decommissioning                                                  10,938        12,674
Taxes other than income taxes                                    79,618        83,068
Depreciation and amortization                                   178,276       184,368
Other regulatory credits                                        (14,605)      (16,125)
Amortization of rate deferrals                                    7,396         8,413
                                                             ----------    ----------
TOTAL                                                         1,524,888     1,436,487
                                                             ----------    ----------

OPERATING INCOME                                                286,604       203,435
                                                             ----------    ----------

                     OTHER INCOME
Allowance for equity funds used during construction               7,695         5,411
Gain on sale of assets - net                                        517        20,583
Miscellaneous - net                                              28,982        19,952
                                                             ----------    ----------
TOTAL                                                            37,194        45,946
                                                             ----------    ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                      113,659       122,531
Other interest - net                                             20,283         8,541
Distributions on preferred securities of subsidiaries             4,709         4,709
Allowance for borrowed funds used during construction            (6,088)       (4,479)
                                                             ----------    ----------
TOTAL                                                           132,563       131,302
                                                             ----------    ----------

INCOME BEFORE INCOME TAXES                                      191,235       118,079

Income taxes                                                     82,825        45,173
                                                             ----------    ----------

CONSOLIDATED NET INCOME                                         108,410        72,906

Preferred dividend requirements and other                         9,550        10,725
                                                             ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                    $98,860       $62,181
                                                             ==========    ==========
Earnings per average common share:
    Basic and diluted                                             $0.42         $0.25
Dividends declared per common share                               $0.30         $0.30
Average number of common shares outstanding:
    Basic                                                   236,608,445   246,579,198
    Diluted                                                 236,671,604   246,716,928

See Notes to Financial Statements.





                   ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             For The Three Months Ended March 31, 2000 and 1999
                                (Unaudited)

                                                                             2000        1999
                                                                              (In Thousands)

                          OPERATING ACTIVITIES
                                                                                   
Consolidated net income                                                     $108,410      $72,906
Noncash items included in net income:
  Amortization of rate deferrals                                               7,396        8,413
  Reserve for regulatory adjustments                                          19,888       (2,265)
  Other regulatory credits - net                                             (14,605)     (16,125)
  Depreciation, amortization, and decommissioning                            189,214      197,042
  Deferred income taxes and investment tax credits                           (30,652)      (8,945)
  Allowance for equity funds used during construction                         (7,695)      (5,411)
  Gain on sale of assets - net                                                  (517)     (12,513)
Changes in working capital:
  Receivables                                                                 37,462        6,867
  Fuel inventory                                                             (25,783)     (11,212)
  Accounts payable                                                           (27,239)     (20,461)
  Taxes accrued                                                               44,026       32,165
  Interest accrued                                                           (25,053)     (43,865)
  Deferred fuel                                                               32,626       32,950
  Other working capital accounts                                              (4,917)     (53,931)
Provision for estimated losses and reserves                                  (19,521)      17,490
Changes in other regulatory assets                                            (3,741)      (8,487)
Other                                                                         31,298       25,495
                                                                          ----------   ----------
Net cash flow provided by operating activities                               310,597      210,113
                                                                          ----------   ----------

                          INVESTING ACTIVITIES
Construction/capital expenditures                                           (388,443)    (249,733)
Allowance for equity funds used during construction                            7,695        5,411
Nuclear fuel purchases                                                       (41,215)     (33,352)
Proceeds from sale/leaseback of nuclear fuel                                  13,952       23,300
Proceeds from sale of businesses                                                   -      215,416
Investment in other nonregulated/nonutility properties                             -      (14,133)
Proceeds from other temporary investments                                    321,351            -
Decommissioning trust contributions and realized change in trust assets      (12,624)     (16,871)
Other                                                                           (226)       3,061
                                                                          ----------   ----------
Net cash flow used in investing activities                                   (99,510)     (66,901)
                                                                          ----------   ----------

See Notes to Financial Statements.






                     ENTERGY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             For The Three Months Ended March 31, 2000 and 1999
                                  (Unaudited)

                                                                      2000        1999
                                                                       (In Thousands)

                     FINANCING ACTIVITIES
                                                                          
Proceeds from the issuance of:
  Long-term debt                                                     370,465      198,196
  Common stock                                                         1,972        1,915
Retirement of long-term debt                                        (103,212)    (145,105)
Repurchase of common stock                                          (155,981)     (12,132)
Redemption of preferred stock                                         (2,493)     (74,731)
Changes in short-term borrowings - net                               230,000     (125,500)
Dividends paid:
  Common stock                                                       (71,040)     (70,362)
  Preferred stock                                                     (7,330)     (11,641)
                                                                  ----------   ----------
Net cash flow provided by (used in) financing activities             262,381     (239,360)
                                                                  ----------   ----------

Effect of exchange rates on cash and cash equivalents                 (1,091)      (1,993)
                                                                  ----------   ----------

Net increase (decrease) in cash and cash equivalents                 472,377      (98,141)

Cash and cash equivalents at beginning of period                   1,213,719    1,184,495
                                                                  ----------   ----------

Cash and cash equivalents at end of period                        $1,686,096   $1,086,354
                                                                  ==========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                            $156,560     $171,185
    Income taxes                                                     $35,995      $10,617
  Noncash investing and financing activities:
     Change in unrealized appreciation/(depreciation) of
       decommissioning trust assets                                  ($9,906)     $13,626

See Notes to Financial Statements.






                   ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                                  ASSETS
                   March 31, 2000 and December 31, 1999
                                (Unaudited)

                                                                        2000           1999
                                                                            (In Thousands)

                         CURRENT ASSETS
                                                                               
Cash and cash equivalents:
   Cash                                                                 $113,365       $108,198
   Temporary cash investments - at cost,
    which approximates market                                          1,566,629      1,105,521
   Special deposits                                                        6,102              -
                                                                     -----------    -----------
       Total cash and cash equivalents                                 1,686,096      1,213,719
                                                                     -----------    -----------
Other temporary investments - at cost,
    which approximates market                                                  -        321,351
Notes receivable                                                           3,635          2,161
Accounts receivable:
  Customer                                                               257,729        290,331
  Allowance for doubtful accounts                                         (9,507)        (9,507)
  Other                                                                  234,947        207,898
  Accrued unbilled revenues                                              274,202        298,616
                                                                     -----------    -----------
       Total receivables                                                 757,371        787,338
                                                                     -----------    -----------
Deferred fuel costs                                                      208,035        240,661
Fuel inventory - at average cost                                         117,633         94,419
Materials and supplies - at average cost                                 393,726        392,403
Rate deferrals                                                            27,450         30,394
Deferred nuclear refueling outage costs                                   47,180         58,119
Prepayments and other                                                     91,248         78,567
                                                                     -----------    -----------
TOTAL                                                                  3,332,374      3,219,132
                                                                     -----------    -----------

                 OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                               214            214
Decommissioning trust funds                                            1,247,408      1,246,023
Non-utility property - at cost (less accumulated depreciation)           321,984        317,165
Non-regulated investments                                                246,240        198,003
Other - at cost (less accumulated depreciation)                           17,480         16,714
                                                                     -----------    -----------
TOTAL                                                                  1,833,326      1,778,119
                                                                     -----------    -----------

                         UTILITY PLANT
Electric                                                              23,237,556     23,163,161
Plant acquisition adjustment                                             402,863        406,929
Property under capital lease                                             774,184        768,500
Natural gas                                                              187,632        186,041
Construction work in progress                                          1,769,202      1,500,617
Nuclear fuel under capital lease                                         268,220        286,476
Nuclear fuel                                                             110,910         87,693
                                                                     -----------    -----------
TOTAL UTILITY PLANT                                                   26,750,567     26,399,417
Less - accumulated depreciation and amortization                      11,080,253     10,898,661
                                                                     -----------    -----------
UTILITY PLANT - NET                                                   15,670,314     15,500,756
                                                                     -----------    -----------

                DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
    Rate deferrals                                                        12,130         16,581
    SFAS 109 regulatory asset - net                                    1,044,438      1,068,006
    Unamortized loss on reacquired debt                                  197,092        198,631
    Other regulatory assets                                              665,179        637,870
Long-term receivables                                                     31,625         32,260
Other                                                                    575,749        533,732
                                                                     -----------    -----------
TOTAL                                                                  2,526,213      2,487,080
                                                                     -----------    -----------

TOTAL ASSETS                                                         $23,362,227    $22,985,087
                                                                     ===========    ===========
See Notes to Financial Statements.





                    ENTERGY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                    March 31, 2000 and December 31, 1999
                                 (Unaudited)

                                                                  2000           1999
                                                                      (In Thousands)

                   CURRENT LIABILITIES
                                                                        
Currently maturing long-term debt                                 $175,408       $194,555
Notes payable                                                      350,716        120,715
Accounts payable                                                   591,132        707,678
Customer deposits                                                  166,931        161,909
Taxes accrued                                                      495,418        445,677
Accumulated deferred income taxes                                   59,853         72,640
Nuclear refueling outage costs                                       9,246         11,216
Interest accrued                                                   102,687        129,028
Co-owner advances                                                    3,420          7,018
Obligations under capital leases                                   176,530        178,247
Other                                                              155,292        125,749
                                                               -----------    -----------
TOTAL                                                            2,286,633      2,154,432
                                                               -----------    -----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                3,276,922      3,310,340
Accumulated deferred investment tax credits                        513,009        519,910
Obligations under capital leases                                   184,751        205,464
FERC settlement - refund obligation                                 35,765         37,337
Other regulatory liabilities                                       200,607        199,139
Decommissioning                                                    714,529        703,453
Transition to competition                                          164,486        157,034
Regulatory reserves                                                398,195        378,307
Accumulated provisions                                             279,192        279,425
Other                                                              655,277        535,156
                                                               -----------    -----------
TOTAL                                                            6,422,733      6,325,565
                                                               -----------    -----------

Long-term debt                                                   6,885,702      6,612,583
Preferred stock with sinking fund                                   69,650         69,650
Preference stock                                                   150,000        150,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trusts holding
  solely junior subordinated deferrable debentures                 215,000        215,000

                   SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                               335,961        338,455
Common stock, $.01 par value, authorized 500,000,000
   shares; issued 247,172,239 shares in 2000 and
   247,082,345 shares in 1999                                        2,472          2,471
Paid-in capital                                                  4,636,474      4,636,163
Retained earnings                                                2,814,499      2,786,467
Accumulated other comprehensive loss:
   Cumulative foreign currency translation adjustment              (69,489)       (68,782)
   Net unrealized investment losses                                 (9,958)        (5,023)
Less - treasury stock, at cost (14,962,294 shares in 2000 and
  8,045,434 shares in 1999)                                        377,450        231,894
                                                               -----------    -----------
TOTAL                                                            7,332,509      7,457,857
                                                               -----------    -----------

Commitments and Contingencies (Notes 1 and 2)

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $23,362,227    $22,985,087
                                                               ===========    ===========
See Notes to Financial Statements.





                    ENTERGY CORPORATION AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME,
                           AND PAID-IN CAPITAL
            For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)


                                                        2000                   1999
                                                               (In Thousands)

                RETAINED EARNINGS
                                                                             
Retained Earnings - Beginning of period              $2,786,467             $2,526,888

     Add  - Earnings applicable to common stock          98,860   $98,860       62,181   $62,181

     Deduct:
        Dividends declared on common stock               71,658                 73,989
        Capital stock and other expenses                   (830)                   345
                                                     ----------             ----------
              Total                                      70,828                 74,334
                                                     ----------             ----------

Retained Earnings - End of period                    $2,814,499             $2,514,735
                                                     ==========             ==========




    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                         ($73,805)              ($46,739)
Foreign currency translation adjustments                   (707)     (707)         379       379
Net unrealized investment losses                         (4,935)   (4,935)           -         -
                                                     ----------             ----------
Balance at end of period                               ($79,447)              ($46,360)
                                                     ==========   -------   ==========   -------
Comprehensive Income                                              $93,218                $62,560
                                                                  =======                =======




                 PAID-IN CAPITAL
Paid-in Capital - Beginning of period                $4,636,163             $4,630,609

     Add - Common stock issuances related to stock          311                    431
       plans
                                                     ----------             ----------

Paid-in Capital - End of period                      $4,636,474             $4,631,040
                                                     ==========             ==========


See Notes to Financial Statements.




                ENTERGY CORPORATION AND SUBSIDIARIES
                    SELECTED OPERATING RESULTS
        For the Three Months Ended March 31, 2000 and 1999
                             (Unaudited)

                                                     Increase/
         Description            2000        1999    (Decrease)     %
                                   (In Millions)
    Domestic Utility Electric
          Operating Revenues:
  Residential                   $ 468.2    $ 432.0     $  36.2      8
  Commercial                      346.9      316.2        30.7     10
  Industrial                      453.4      406.7        46.7     11
  Governmental                     38.8       36.0         2.8      8
                              --------------------------------
    Total retail                1,307.3    1,190.9       116.4     10
  Sales for resale                 83.2       77.1         6.1      8
  Other                           (37.6)     (29.4)       (8.2)   (28)
                              --------------------------------
    Total                     $ 1,352.9  $ 1,238.6     $ 114.3      9
                              ================================
Billed Electric Energy
 Sales (GWH):
  Residential                     6,512      6,417          95      1
  Commercial                      5,280      5,169         111      2
  Industrial                     10,617     10,216         401      4
  Governmental                      586        589          (3)    (1)
                              --------------------------------
    Total retail                 22,995     22,391         604      3
  Sales for resale                2,272      2,209          63      3
                              --------------------------------
    Total                        25,267     24,600         667      3
                              ================================



                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the first quarter of 2000 primarily due
to  increased electric operating revenues, decreased other  operation
and maintenance expenses, and a decrease in fuel expense reflecting a
true-up  of the deferred fuel balance in the first quarter  of  2000,
partially offset by an increase in income tax expense.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 2000 are as follows:

                                           First Quarter
            Description                 Increase/(Decrease)
                                           (In Millions)

Base revenues                                    $0.7
Rate riders                                      (6.4)
Fuel cost recovery                               10.8
Sales volume/weather                              1.3
Other revenue (including unbilled)                7.4
Sales for resale                                 21.1
                                                -----
   Total                                        $34.9
                                                =====

Rate riders

      Rate rider revenues do not affect net income because they  are
offset by specific incurred expenses.

      Rate rider revenues decreased for the first quarter of 2000 as
a  result  of  decreased Grand Gulf 1 riders and ANO decommissioning
riders, both of which became effective in January 2000.

Fuel cost recovery

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

      Fuel cost recovery revenue increased for the first quarter  of
2000  primarily due to an increase in the energy cost recovery rate,
which  became effective in April 1999.  The increase in  the  energy
cost  recovery  rate  allows Entergy Arkansas to recover  previously
under-recovered fuel expenses.

Other revenue (including unbilled)

      Other revenue increased for the first quarter of 2000 primarily
due to increased unbilled revenue for retail and wholesale customers,
and  a  change  in  estimated unbilled revenues in  June  1999.   The
changed  estimate more closely aligns the fuel component of  unbilled
revenues  with  their regulatory treatment.  The change  in  estimate
will  not  affect  comparisons with prior  periods  after  the  first
quarter  of 2000.  Comparative impacts are also affected by  seasonal
variations in demand.




                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Sales for resale

      Sales  for  resale  increased for the  first  quarter  of  2000
primarily  due  to  increased nuclear generation making  more  energy
available for sale, coupled with an increase in the market  price  of
energy.

Expenses

Fuel and purchased power expenses

      Fuel  and purchased power expenses increased slightly  for  the
first  quarter  of  2000 primarily due to an increase  in  generation
compared  to the first quarter of 1999.  Nuclear generation increased
in  the first quarter of 2000 due to a refueling outage at ANO  2  in
the  first  quarter of 1999.  Gas generation increased in  the  first
quarter  of 2000 as an offset to decreased coal generation  resulting
from  maintenance outages at the White Bluff plant.  Purchased  power
increased  due to an increase in the market price of purchased  power
as  well  as  an  increase in purchased power volume.  The  increased
expenses were largely offset by a true-up to adjust the deferred fuel
balance  to  reflect  fuel  under-recoveries  that  Entergy  Arkansas
expects to recover in the future.

Other operation and maintenance

     Other operation and maintenance expenses decreased for the first
quarter of 2000 primarily due to:

     o lower incentive compensation accruals in 2000 compared to 1999;
     o decreased return-to-service expenditures for certain generating
       plants; and
     o a larger nuclear insurance refund in 2000 compared to 1999.

Other regulatory credits

     Other regulatory credits increased for the first quarter of 2000
primarily due to an increased under-recovery of Grand Gulf 1 costs as
a  result  of  the decreased rate rider as ordered by the  APSC  that
became effective in January 2000.

Other

     Allowance  for  equity funds used during construction  increased
for the first quarter of 2000 due to increased capital spending.

Income taxes

     The effective income tax rates for the first quarter of 2000 and
1999  were  40.9%  and  19.6%, respectively.   The  increase  in  the
effective  tax  rate  was due to increased pre-tax  income  for  2000
combined  with decreased flow-through tax benefits which  included  a
tax  liability on nuclear fuel purchases in the first quarter of 2000
compared  with a tax credit on nuclear fuel purchases  in  the  first
quarter of 1999.





                        ENTERGY ARKANSAS, INC.
                          INCOME STATEMENTS
           For the Three Months Ended March 31, 2000 and 1999
                             (Unaudited)

                                                             2000        1999
                                                               (In Thousands)

                  OPERATING REVENUES
                                                                  
Domestic electric                                           $346,877    $311,969
                                                            --------    --------
                  OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                 47,677      48,792
   Purchased power                                            98,797      94,943
   Nuclear refueling outage expenses                           6,439       8,066
   Other operation and maintenance                            75,925      82,209
Decommissioning                                                2,028       2,461
Taxes other than income taxes                                  8,716       9,256
Depreciation and amortization                                 41,301      41,668
Other regulatory credits - net                               (10,765)     (7,586)
                                                            --------    --------
TOTAL                                                        270,118     279,809
                                                            --------    --------

OPERATING INCOME                                              76,759      32,160
                                                            --------    --------

                     OTHER INCOME
Allowance for equity funds used during construction            3,578       2,410
Miscellaneous - net                                            1,545         937
                                                            --------    --------
TOTAL                                                          5,123       3,347
                                                            --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                    20,906      20,674
Other interest - net                                           2,297       1,526
Distributions on preferred securities of subsidiary            1,275       1,275
Allowance for borrowed funds used during construction         (2,304)     (1,658)
                                                            --------    --------
TOTAL                                                         22,174      21,817
                                                            --------    --------

INCOME BEFORE INCOME TAXES                                    59,708      13,690

Income taxes                                                  24,394       2,679
                                                            --------    --------

NET INCOME                                                    35,314      11,011

Preferred dividend requirements and other                      1,944       2,420
                                                            --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                 $33,370      $8,591
                                                            ========    ========
See Notes to Financial Statements.





                        ENTERGY ARKANSAS, INC.
                       STATEMENTS OF CASH FLOWS
           For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)

                                                                 2000        1999
                                                                   (In Thousands)

                OPERATING ACTIVITIES
                                                                       
Net income                                                       $35,314      $11,011
Noncash items included in net income:
  Other regulatory credits - net                                 (10,765)      (7,586)
  Depreciation, amortization, and decommissioning                 43,329       44,129
  Deferred income taxes and investment tax credits                 3,376        2,094
  Allowance for equity funds used during construction             (3,578)      (2,410)
Changes in working capital:
  Receivables                                                    (13,534)     (11,036)
  Fuel inventory                                                 (18,759)     (16,921)
  Accounts payable                                               (58,822)      33,193
  Taxes accrued                                                   41,318        2,639
  Interest accrued                                                 1,547         (893)
  Deferred fuel costs                                            (10,808)      10,400
  Other working capital accounts                                   1,003      (19,459)
Provision for estimated losses and reserves                       (1,377)     (10,307)
Changes in other regulatory assets                                (2,596)     (10,271)
Other                                                             12,116       17,595
                                                                --------     --------
Net cash flow provided by operating activities                    17,764       42,178
                                                                --------     --------

                INVESTING ACTIVITIES
Construction expenditures                                        (69,411)     (61,382)
Allowance for equity funds used during construction                3,578        2,410
Nuclear fuel purchases                                              (148)        (962)
Proceeds from sale/leaseback of nuclear fuel                         148          962
Decommissioning trust contributions and realized
    change in trust assets                                        (3,450)      (5,854)
                                                                --------     --------
Net cash flow used in investing activities                       (69,283)     (64,826)
                                                                --------     --------

                FINANCING ACTIVITIES
Proceeds from issuance of:
  Long Term Debt                                                  99,630            -
Dividends paid:
  Preferred stock                                                      -       (2,420)
                                                                --------     --------
Net cash flow provided by (used in) financing activities          99,630       (2,420)
                                                                --------     --------

Net increase (decrease) in cash and cash equivalents              48,111      (25,068)

Cash and cash equivalents at beginning of period                   6,862       93,105
                                                                --------     --------

Cash and cash equivalents at end of period                       $54,973      $68,037
                                                                ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                           $21,694      $23,104
  Income taxes                                                  ($15,400)      $4,380
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                  ($4,378)      $7,220

See Notes to Financial Statements.





                        ENTERGY ARKANSAS, INC.
                           BALANCE SHEETS
                               ASSETS
                March 31, 2000 and December 31, 1999
                             (Unaudited)

                                                                          2000             1999
                                                                              (In Thousands)

                        CURRENT ASSETS
                                                                                
Cash and cash equivalents:
  Cash                                                                    $6,642          $6,862
  Temporary cash investments - at cost,
    which approximates market                                             48,331               -
                                                                      ----------      ----------
        Total cash and cash equivalents                                   54,973           6,862
                                                                      ----------      ----------
Accounts receivable:
  Customer                                                                59,709          73,357
  Allowance for doubtful accounts                                         (1,768)         (1,768)
  Associated companies                                                    57,654          27,073
  Other                                                                    6,582           5,583
  Accrued unbilled revenues                                               49,202          53,600
                                                                      ----------      ----------
    Total receivables                                                    171,379         157,845
                                                                      ----------      ----------
Deferred fuel costs                                                       52,427          41,620
Fuel inventory - at average cost                                          43,244          24,485
Materials and supplies - at average cost                                  89,506          85,612
Deferred nuclear refueling outage costs                                   21,718          28,119
Prepayments and other                                                      9,115           6,480
                                                                      ----------      ----------
TOTAL                                                                    442,362         351,023
                                                                      ----------      ----------

                OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                            11,215          11,215
Decommissioning trust funds                                              343,082         344,011
Non-utility property - at cost (less accumulated depreciation)             1,462           1,463
Other - at cost (less accumulated depreciation)                            3,033           3,033
                                                                      ----------      ----------
TOTAL                                                                    358,792         359,722
                                                                      ----------      ----------

                         UTILITY PLANT
Electric                                                               4,873,306       4,854,433
Property under capital lease                                              43,983          44,471
Construction work in progress                                            316,859         267,091
Nuclear fuel under capital lease                                          77,021          85,725
Nuclear fuel                                                               8,767           9,449
                                                                      ----------      ----------
TOTAL UTILITY PLANT                                                    5,319,936       5,261,169
Less - accumulated depreciation and amortization                       2,443,639       2,401,021
                                                                      ----------      ----------
UTILITY PLANT - NET                                                    2,876,297       2,860,148
                                                                      ----------      ----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                        185,841         192,344
  Unamortized loss on reacquired debt                                     47,247          48,193
  Other regulatory assets                                                116,059         106,959
Other                                                                     11,871          14,125
                                                                      ----------      ----------
TOTAL                                                                    361,018         361,621
                                                                      ----------      ----------

TOTAL ASSETS                                                          $4,038,469      $3,932,514
                                                                      ==========      ==========
See Notes to Financial Statements.





                            ENTERGY ARKANSAS, INC.
                                BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                     March 31, 2000 and December 31, 1999
                                 (Unaudited)

                                                               2000           1999
                                                                  (In Thousands)

                 CURRENT LIABILITIES
                                                                     
Currently maturing long-term debt                                 $220           $220
Notes payable                                                      667            667
Accounts payable
  Associated companies                                          38,608         81,958
  Other                                                         87,487        102,959
Customer deposits                                               27,120         26,320
Taxes accrued                                                   79,849         38,532
Accumulated deferred income taxes                               44,674         38,649
Interest accrued                                                23,925         22,378
Co-owner advances                                               12,077         15,338
Obligations under capital leases                                55,207         55,150
Other                                                           17,219         11,598
                                                            ----------     ----------
TOTAL                                                          387,053        393,769
                                                            ----------     ----------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                              706,039        713,622
Accumulated deferred investment tax credits                     93,573         94,852
Obligations under capital leases                                65,798         75,045
Other regulatory liabilities                                    84,184         88,563
Transition to competition                                      111,066        109,933
Accumulated provisions                                          41,911         43,288
Other                                                           51,038         51,080
                                                            ----------     ----------
TOTAL                                                        1,153,609      1,176,383
                                                            ----------     ----------

Long-term debt                                               1,232,876      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                                              496,984        463,614
                                                            ----------     ----------
TOTAL                                                        1,204,931      1,171,561
                                                            ----------     ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $4,038,469     $3,932,514
                                                            ==========     ==========
See Notes to Financial Statements.




                        ENTERGY ARKANSAS, INC.
                      SELECTED OPERATING RESULTS
           For the Three Months Ended March 31, 2000 and 1999
                             (Unaudited)

                                                       Increase/
          Description             2000       1999     (Decrease)         %
                                     (In Millions)
Electric Operating Revenues:
  Residential                    $ 117.7    $ 116.7        $  1.0       1
  Commercial                        62.1       59.6           2.5       4
  Industrial                        73.7       70.7           3.0       4
  Governmental                       3.2        3.3          (0.1)     (3)
                                 --------------------------------
    Total retail                   256.7      250.3           6.4       3
  Sales for resale
     Associated companies           45.2       29.5          15.7      53
     Non-associated companies       41.9       36.5           5.4      15
  Other                              3.1       (4.3)          7.4     172
                                 --------------------------------
    Total                        $ 346.9    $ 312.0       $  34.9      11
                                 ================================
Billed Electric Energy
 Sales (GWH):
  Residential                      1,550      1,556            (6)      -
  Commercial                       1,075      1,060            15       1
  Industrial                       1,652      1,607            45       3
  Governmental                        54         55            (1)     (2)
                                 --------------------------------
    Total retail                   4,331      4,278            53       1
  Sales for resale
     Associated companies          1,681      1,536           145       9
     Non-associated companies      1,149        821           328      40
                                 --------------------------------
    Total                          7,161      6,635           526       8
                                 ================================



                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income  decreased slightly for the first quarter  of  2000
primarily  due  to  an  adjustment of the deferred  fuel  balance  to
reflect  regulatory  actions  in the first  quarter  of  2000.   This
decrease  was largely offset by increased base revenues and decreased
other   operation   and   maintenance  expenses,   depreciation   and
amortization expenses, and interest expense.

Revenues and Sales

Electric operating revenues

     The changes in electric operating revenues for the first quarter
of 2000 are as follows:

                                               First Quarter
             Description                   Increase/(Decrease)
                                               (In Millions)

Base revenues                                        $8.4
Fuel cost recovery                                   51.1
Sales volume/weather                                  6.9
Other revenue (including unbilled)                   (1.8)
Sales for resale                                      2.4
                                                    -----
   Total                                            $67.0
                                                    =====


Base revenues

     Base  revenues increased for the first quarter of 2000 primarily
due  to  the  elimination and expiration of   1999  Texas  base  rate
refunds.

Fuel cost recovery

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

     Fuel  cost recovery revenues increased for the first quarter  of
2000  due  to higher fuel factors that became effective in March  and
September  1999 and a fuel surcharge implemented in January  2000  in
the  Texas  jurisdiction.  Fuel cost recovery revenues also increased
due  to  higher  fuel  and  purchased power costs  in  the  Louisiana
jurisdiction due to increased market prices.

Sales volume/weather

     Sales volume increased for the first quarter of 2000 due to more
favorable weather, primarily in the Louisiana jurisdiction,  as  well
as   increased  usage  primarily  by  industrial  customers  in  both
Louisiana and Texas.



                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Steam operating revenues

     Steam operating revenues decreased for the first quarter of 2000
due to a new lease arrangement for Louisiana Station 1 that began  in
June  1999.  Under the terms of this new lease, revenues and expenses
are  now  classified  as  other income rather  than  steam  operating
revenues  and other operation and maintenance expenses, respectively,
which were the previous classifications.

Expenses

Fuel and purchased power expenses

     Fuel  and  purchased  power expenses  increased  for  the  first
quarter of 2000 due to:

     o an adjustment of the Texas jurisdiction deferred fuel balance as
       a result of the fuel reconciliation settlement with the PUCT;
     o a shift from lower-priced coal and nuclear fuel to higher-priced
       gas and purchased power due to scheduled outages at Nelson 6 and
       River Bend in the first quarter of 2000; and
     o higher market prices for gas and purchased power.

Other operation and maintenance

     Other operation and maintenance expenses decreased for the first
quarter of 2000 primarily due to:

     o a larger nuclear insurance refund in 2000 compared to 1999;
     o decreased environmental reserves in the distribution business;
       and
     o lower incentive compensation accruals in 2000 compared to 1999.

     These decreases were partially offset by higher customer service
expenses, such as tree-trimming.

Depreciation and amortization

     Depreciation and amortization decreased for the first quarter of
2000  primarily due to reduced River Bend depreciation expense  as  a
result  of the write-down of the River Bend abeyed plant required  by
the Texas rate settlement in June 1999.

Other

Interest charges

      Interest  charges  decreased for  the  first  quarter  of  2000
primarily  due to the retirement and refinancing of certain long-term
debt in 1999.

Income taxes

     The effective income tax rates for the first quarter of 2000 and
1999 were 47.0% and 49.5%, respectively.





                          ENTERGY GULF STATES, INC.
                             INCOME STATEMENTS
             For the Three Months Ended March 31, 2000 and 1999
                                (Unaudited)

                                                               2000        1999
                                                                 (In Thousands)

                   OPERATING REVENUES
                                                                    
Domestic electric                                             $470,817    $403,806
Natural gas                                                     12,414      11,717
Steam products                                                       -       8,296
                                                              --------    --------
TOTAL                                                          483,231     423,819
                                                              --------    --------

                   OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                  191,550     138,574
   Purchased power                                              72,135      45,593
   Nuclear refueling outage expenses                             5,493       2,678
   Other operation and maintenance                              95,121      99,555
Decommissioning                                                  1,568       3,280
Taxes other than income taxes                                   26,854      29,725
Depreciation and amortization                                   46,818      50,507
Other regulatory credits - net                                  (8,145)     (9,395)
Amortization of rate deferrals                                   1,402       2,270
                                                              --------    --------
TOTAL                                                          432,796     362,787
                                                              --------    --------

OPERATING INCOME                                                50,435      61,032
                                                              --------    --------

                      OTHER INCOME
Allowance for equity funds used during construction              1,741       1,226
Gain on sale of assets                                             515         447
Miscellaneous - net                                              1,635         597
                                                              --------    --------
TOTAL                                                            3,891       2,270
                                                              --------    --------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                      32,375      35,240
Other interest - net                                             1,404         685
Distributions on preferred securities of subsidiary              1,859       1,859
Allowance for borrowed funds used during construction           (1,609)     (1,109)
                                                              --------    --------
TOTAL                                                           34,029      36,675
                                                              --------    --------

INCOME BEFORE INCOME TAXES                                      20,297      26,627

Income taxes                                                     9,540      13,190
                                                              --------    --------

NET INCOME                                                      10,757      13,437

Preferred dividend requirements and other                        4,144       4,552
                                                              --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                    $6,613      $8,885
                                                              ========    ========
See Notes to Financial Statements.





                        ENTERGY GULF STATES, INC.
                        STATEMENTS OF CASH FLOWS
          For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)

                                                                 2000        1999
                                                                   (In Thousands)

                 OPERATING ACTIVITIES
                                                                       
Net income                                                       $10,757     $13,437
Noncash items included in net income:
  Amortization of rate deferrals                                   1,402       2,270
  Reserve for regulatory adjustments                                 333      (2,265)
  Other regulatory credits - net                                  (8,145)     (9,395)
  Depreciation, amortization, and decommissioning                 48,386      53,787
  Deferred income taxes and investment tax credits               (19,306)      2,120
  Allowance for equity funds used during construction             (1,741)     (1,226)
  Gain on sale of assets                                            (515)       (447)
Changes in working capital:
  Receivables                                                          6     (30,932)
  Fuel inventory                                                  (8,561)    (10,679)
  Accounts payable                                                21,661      12,849
  Taxes accrued                                                   (9,828)     11,695
  Interest accrued                                                (7,242)      6,845
  Deferred fuel costs                                             37,296      20,845
  Other working capital accounts                                  10,624       4,905
Provision for estimated losses and reserves                       (1,110)      1,833
Changes in other regulatory assets                                (6,470)     (5,395)
Other                                                             13,908       4,093
                                                                --------    --------
Net cash flow provided by operating activities                    81,455      74,340
                                                                --------    --------

                 INVESTING ACTIVITIES
Construction expenditures                                        (50,130)    (36,070)
Allowance for equity funds used during construction                1,741       1,226
Nuclear fuel purchases                                           (33,304)    (11,030)
Proceeds from sale/leaseback of nuclear fuel                      13,797      11,030
Decommissioning trust contributions and realized
    change in trust assets                                        (2,608)     (2,605)
                                                                --------    --------
Net cash flow used in investing activities                       (70,504)    (37,449)
                                                                --------    --------

                 FINANCING ACTIVITIES
Proceeds from issuance of:
  Long Term Debt                                                       -      21,775
Retirement of:
  Long Term Debt                                                       -     (47,095)
  Redemption of preferred stock                                   (2,493)    (24,731)
Dividends paid:
  Common stock                                                    (3,400)          -
  Preferred stock                                                 (4,109)     (4,643)
                                                                --------    --------
Net cash flow used in financing activities                       (10,002)    (54,694)
                                                                --------    --------

Net increase (decrease) in cash and cash equivalents                 949     (17,803)

Cash and cash equivalents at beginning of period                  32,312     115,736
                                                                --------    --------

Cash and cash equivalents at end of period                       $33,261     $97,933
                                                                ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                           $41,483     $29,039
  Income taxes                                                   $33,835     ($2,674)
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                  ($2,826)     $5,846

See Notes to Financial Statements.






                          ENTERGY GULF STATES, INC.
                              BALANCE SHEETS
                                  ASSETS
                   March 31, 2000 and December 31, 1999
                                (Unaudited)

                                                                2000           1999
                                                                    (In Thousands)

                     CURRENT ASSETS
                                                                       
Cash and cash equivalents:
  Cash                                                            $8,987         $8,607
  Temporary cash investments - at cost,
    which approximates market                                     24,274         23,705
                                                              ----------     ----------
        Total cash and cash equivalents                           33,261         32,312
                                                              ----------     ----------
Accounts receivable:
  Customer                                                        72,348         73,215
  Allowance for doubtful accounts                                 (1,828)        (1,828)
  Associated companies                                             3,892          1,706
  Other                                                           18,252         15,030
  Accrued unbilled revenues                                       85,849         90,396
                                                              ----------     ----------
    Total receivables                                            178,513        178,519
                                                              ----------     ----------
Deferred fuel costs                                               97,162        134,458
Fuel inventory - at average cost                                  46,832         38,271
Materials and supplies - at average cost                         109,396        112,585
Rate deferrals                                                     5,606          5,606
Prepayments and other                                             16,899         21,750
                                                              ----------     ----------
TOTAL                                                            487,669        523,501
                                                              ----------     ----------

             OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                      234,459        234,677
Non-utility property - at cost (less accumulated depreciation)   190,501        187,759
Other - at cost (less accumulated depreciation)                   14,447         13,681
                                                              ----------     ----------
TOTAL                                                            439,407        436,117
                                                              ----------     ----------

                      UTILITY PLANT
Electric                                                       7,398,592      7,365,407
Property under capital lease                                      44,165         46,210
Natural gas                                                       53,141         52,473
Construction work in progress                                    154,163        145,492
Nuclear fuel under capital lease                                  75,706         70,801
Nuclear fuel                                                      19,512              -
                                                              ----------     ----------
TOTAL UTILITY PLANT                                            7,745,279      7,680,383
Less - accumulated depreciation and amortization               3,579,636      3,534,473
                                                              ----------     ----------
UTILITY PLANT - NET                                            4,165,643      4,145,910
                                                              ----------     ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Rate deferrals                                                   4,205          5,606
  SFAS 109 regulatory asset - net                                386,954        385,405
  Unamortized loss on reacquired debt                             40,589         40,576
  Other regulatory assets                                        145,078        140,157
Long-term receivables                                             31,625         32,260
Other                                                             17,800         23,490
                                                              ----------     ----------
TOTAL                                                            626,251        627,494
                                                              ----------     ----------

TOTAL ASSETS                                                  $5,718,970     $5,733,022
                                                              ==========     ==========
See Notes to Financial Statements.






                        ENTERGY GULF STATES, INC.
                            BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  March 31, 2000 and December 31, 1999
                              (Unaudited)

                                                                2000           1999
                                                                  (In Thousands)

                  CURRENT LIABILITIES
                                                                      
Accounts payable:
  Associated companies                                           $88,837       $79,962
  Other                                                          127,230       114,444
Customer deposits                                                 35,385        33,360
Taxes accrued                                                     91,971       101,798
Accumulated deferred income taxes                                 13,665        27,960
Nuclear refueling outage costs                                     9,246        11,216
Interest accrued                                                  21,329        28,570
Obligations under capital leases                                  51,816        51,973
Other                                                             17,057        14,557
                                                              ----------    ----------
TOTAL                                                            456,536       463,840
                                                              ----------    ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                              1,098,625     1,098,882
Accumulated deferred investment tax credits                      175,639       178,500
Obligations under capital leases                                  68,056        65,038
Other regulatory liabilities                                      17,980        20,089
Decommissioning                                                  139,760       139,194
Transition to competition                                         53,421        47,101
Regulatory reserves                                              110,869       110,536
Accumulated provisions                                            68,285        69,395
Other                                                            106,314       117,804
                                                              ----------    ----------
TOTAL                                                          1,838,949     1,846,539
                                                              ----------    ----------

Long-term debt                                                 1,631,639     1,631,581
Preferred stock with sinking fund                                 34,650        34,650
Preference stock                                                 150,000       150,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                85,000        85,000

                  SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                              48,951        51,444
Common stock, no par value, authorized 200,000,000
  shares; issued and outstanding 100 shares in 2000 and
  and 1999                                                       114,055       114,055
Paid-in capital                                                1,153,195     1,153,131
Retained earnings                                                205,995       202,782
                                                              ----------    ----------
TOTAL                                                          1,522,196     1,521,412
                                                              ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $5,718,970    $5,733,022
                                                              ==========    ==========
See Notes to Financial Statements.




                        ENTERGY GULF STATES, INC.
                       SELECTED OPERATING RESULTS
            For the Three Months Ended March 31, 2000 and 1999
                               (Unaudited)

                                                       Increase/
          Description             2000        1999    (Decrease)       %
                                     (In Millions)
Electric Department Operating
Revenues:
  Residential                     $ 137.9    $ 116.2      $ 21.7     19
  Commercial                        108.3       91.5        16.8     18
  Industrial                        184.5      156.2        28.3     18
  Governmental                        7.7        6.5         1.2     18
                                  ------------------------------
    Total retail                    438.4      370.4        68.0     18
  Sales for resale
     Associated companies             6.5        3.8         2.7     71
     Non-associated companies        20.4       20.7        (0.3)    (1)
  Other                               5.5        8.9        (3.4)   (38)
                                  ------------------------------
    Total Electric Department     $ 470.8    $ 403.8      $ 67.0     17
                                  ==============================

Billed Electric Energy
 Sales (GWH):
  Residential                       1,833      1,803          30      2
  Commercial                        1,642      1,600          42      3
  Industrial                        4,370      4,114         256      6
  Governmental                        105        100           5      5
                                  ------------------------------
    Total retail                    7,950      7,617         333      4
  Sales for resale
     Associated companies             188        153          35     23
     Non-associated companies         799        985        (186)   (19)
                                  ------------------------------
    Total Electric Department       8,937      8,755         182      2
                                  ==============================



                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income decreased for the first quarter of 2000 primarily due
to  an  increase in provisions for rate refunds, partially offset  by
decreases  in nuclear refueling outage expenses, other operation  and
maintenance expenses, and interest charges.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 2000 are as follows:

                                            First Quarter
             Description                Increase/(Decrease)
                                            (In Millions)

Base revenues                                   ($29.5)
Fuel cost recovery                                21.4
Sales volume/weather                               8.6
Other revenue (including unbilled)                (4.2)
Sales for resale                                  (1.6)
                                                 -----
   Total                                         ($5.3)
                                                 =====

Base revenues

      Base revenues decreased primarily due to accruals for potential
rate refunds.

Fuel cost recovery

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

      Fuel cost recovery revenues increased for the first quarter  of
2000  as  a  result  of  higher  fuel and  purchased  power  expenses
primarily due to the increased market price of natural gas.

Sales volume/weather

      Sales  volume increased for the first quarter of 2000 primarily
due to increased usage by industrial and residential customers.

Other revenue (including unbilled)

      Other revenue decreased for the first quarter of 2000 primarily
due  to  electric  property rent received in  1999  as  a  result  of
increased pole usage fees.


                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Expenses

Fuel and purchased power expenses

      Net  fuel and purchased power expenses increased for the first
quarter  of 2000 primarily due to increased market prices of natural
gas and increased nuclear generation.  This was partially offset  by
a  decrease  in purchased power expenses as a result of the  nuclear
refueling outage in February 1999.

Nuclear refueling outage expenses

      Nuclear  refueling  outage expenses decreased  for  the  first
quarter  of  2000 as a result of the amortization of  larger  outage
expenses  in  1999 due to the extended nuclear refueling  outage  in
1997.   The  costs  incurred by the nuclear  refueling  outages  are
amortized  over  the  period  between scheduled  outages,  typically
eighteen months.

Other operation and maintenance

      Other  operation  and maintenance expenses decreased  for  the
first quarter in 2000 primarily due to:

     o a larger nuclear insurance refund in 2000 compared to 1999; and
     o lower incentive compensation accruals in 2000 compared to 1999.

Other

Interest charges

      Interest  on long-term debt decreased for the first quarter  of
2000 primarily due to the redemption, retirement, and refinancing  of
certain long-term debt during 1999.

Income taxes

     The effective income tax rates for the first quarter of 2000 and
1999 were 45.3% and 42.8%, respectively.





                        ENTERGY LOUISIANA, INC.
                           INCOME STATEMENTS
           For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)

                                                             2000         1999
                                                              (In Thousands)

                 OPERATING REVENUES
                                                                 
Domestic electric                                          $346,820    $352,135
                                                           --------    --------
                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                83,191      58,225
   Purchased power                                           88,875      92,463
   Nuclear refueling outage expenses                          3,410       5,436
   Other operation and maintenance                           63,075      67,803
Decommissioning                                               2,606       2,196
Taxes other than income taxes                                16,763      18,244
Depreciation and amortization                                42,147      41,779
Other regulatory charges - net                                  240           -
                                                           --------    --------
TOTAL                                                       300,307     286,146
                                                           --------    --------

OPERATING INCOME                                             46,513      65,989
                                                           --------    --------

                    OTHER INCOME
Allowance for equity funds used during construction             683         761
Miscellaneous - net                                             108         (42)
                                                           --------    --------
TOTAL                                                           791         719
                                                           --------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                   24,163      27,054
Other interest - net                                          2,050       1,171
Distributions on preferred securities of subsidiary           1,575       1,575
Allowance for borrowed funds used during construction          (957)       (651)
                                                           --------    --------
TOTAL                                                        26,831      29,149
                                                           --------    --------

INCOME BEFORE INCOME TAXES                                   20,473      37,559

Income taxes                                                  9,282      16,072
                                                           --------    --------

NET INCOME                                                   11,191      21,487

Preferred dividend requirements and other                     2,378       2,670
                                                           --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                 $8,813     $18,817
                                                           ========    ========
See Notes to Financial Statements.






                       ENTERGY LOUISIANA, INC.
                      STATEMENTS OF CASH FLOWS
          For the Three Months Ended March 31, 2000 and 1999
                             (Unaudited)

                                                                    2000        1999
                                                                     (In Thousands)

                 OPERATING ACTIVITIES
                                                                          
Net income                                                         $11,191      $21,487
Noncash items included in net income:
  Other regulatory charges - net                                       240            -
  Depreciation, amortization, and decommissioning                   44,753       43,976
  Deferred income taxes and investment tax credits                 (12,187)       4,899
  Allowance for equity funds used during construction                 (683)        (761)
Changes in working capital:
  Receivables                                                       15,211       41,368
  Fuel inventory                                                         -         (489)
  Accounts payable                                                 (65,581)     (18,292)
  Taxes accrued                                                     23,218       21,369
  Interest accrued                                                      57      (32,185)
  Deferred fuel costs                                                  (94)      (7,464)
  Other working capital accounts                                    17,637      (10,502)
Provision for estimated losses and reserves                            381         (945)
Changes in other regulatory assets                                   5,249       11,040
Other                                                               (5,513)     (17,150)
                                                                  --------     --------
Net cash flow provided by operating activities                      33,879       56,351
                                                                  --------     --------

                 INVESTING ACTIVITIES
Construction expenditures                                          (30,345)     (20,124)
Allowance for equity funds used during construction                    683          761
Nuclear fuel purchases                                                   -      (11,308)
Proceeds from sale/leaseback of nuclear fuel                             -       11,308
Decommissioning trust contributions and realized
    change in trust assets                                            (776)      (2,811)
                                                                  --------     --------
Net cash flow used in investing activities                         (30,438)     (22,174)
                                                                  --------     --------

                 FINANCING ACTIVITIES
Proceeds from issuance of:
  Long Term Debt                                                         -       74,691
Retirement of:
  Long Term Debt                                                  (100,000)      (6,547)
  Redemption of preferred stock                                          -      (50,000)
Advances from Parent                                               100,000            -
Dividends paid:
  Preferred stock                                                   (2,378)      (3,253)
                                                                  --------     --------
Net cash flow provided by (used in) financing activities            (2,378)      14,891
                                                                  --------     --------

Net increase in cash and cash equivalents                            1,063       49,068

Cash and cash equivalents at beginning of period                     7,734       83,030
                                                                  --------     --------

Cash and cash equivalents at end of period                          $8,797     $132,098
                                                                  ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                             $25,456      $60,646
  Income taxes                                                      $9,900       $4,301
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                    ($1,499)      $1,182

See Notes to Financial Statements.







                         ENTERGY LOUISIANA, INC.
                              BALANCE SHEETS
                                  ASSETS
                   March 31, 2000 and December 31, 1999
                               (Unaudited)

                                                                       2000           1999
                                                                         (In Thousands)

                        CURRENT ASSETS
                                                                           
Cash and cash equivalents                                              $8,797        $7,734
Notes Receivable                                                        1,503             3
Accounts receivable:
  Customer                                                             74,562        79,335
  Allowance for doubtful accounts                                      (1,615)       (1,615)
  Associated companies                                                 13,740        14,601
  Other                                                                12,085        10,762
  Accrued unbilled revenues                                            95,300       106,200
                                                                   ----------    ----------
    Total receivables                                                 194,072       209,283
                                                                   ----------    ----------
Deferred fuel costs                                                     2,256         2,161
Accumulated deferred income taxes                                      13,770        12,520
Materials and supplies - at average cost                               84,765        84,027
Deferred nuclear refueling outage costs                                 7,934        11,336
Prepayments and other                                                  13,592         6,011
                                                                   ----------    ----------
TOTAL                                                                 326,689       333,075
                                                                   ----------    ----------

                OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                         14,230        14,230
Decommissioning trust funds                                           100,220       100,943
Non-utility property - at cost (less accumulated depreciation)         22,156        21,433
                                                                   ----------    ----------
TOTAL                                                                 136,606       136,606
                                                                   ----------    ----------

                        UTILITY PLANT
Electric                                                            5,192,795     5,178,808
Property under capital lease                                          236,272       236,271
Construction work in progress                                         122,808       108,106
Nuclear fuel under capital lease                                       44,771        51,930
                                                                   ----------    ----------
TOTAL UTILITY PLANT                                                 5,596,646     5,575,115
Less - accumulated depreciation and amortization                    2,336,112     2,294,394
                                                                   ----------    ----------
UTILITY PLANT - NET                                                 3,260,534     3,280,721
                                                                   ----------    ----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     225,408       230,899
  Unamortized loss on reacquired debt                                  36,963        35,856
  Other regulatory assets                                              50,433        50,191
Other                                                                  14,160        17,302
                                                                   ----------    ----------
TOTAL                                                                 326,964       334,248
                                                                   ----------    ----------

TOTAL ASSETS                                                       $4,050,793    $4,084,650
                                                                   ==========    ==========
See Notes to Financial Statements.






                         ENTERGY LOUISIANA, INC.
                            BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  March 31, 2000 and December 31, 1999
                              (Unaudited)

                                                                       2000           1999
                                                                         (In Thousands)

                     CURRENT LIABILITIES
                                                                            
Currently maturing long-term debt                                     $16,388       $116,388
Accounts payable:
  Associated companies                                                 83,155        137,869
  Other                                                                79,901         90,768
Customer deposits                                                      62,127         61,096
Taxes accrued                                                          49,080         25,863
Interest accrued                                                       20,293         20,236
Obligations under capital leases                                       28,387         28,387
Other                                                                  82,761         59,737
                                                                   ----------     ----------
TOTAL                                                                 422,092        540,344
                                                                   ----------     ----------

           DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     777,548        792,290
Accumulated deferred investment tax credits                           121,775        123,155
Obligations under capital leases                                       16,384         23,543
Other regulatory liabilities                                           13,922         15,421
Accumulated provisions                                                 58,468         58,087
Other                                                                  34,461         34,564
                                                                   ----------     ----------
TOTAL                                                               1,022,558      1,047,060
                                                                   ----------     ----------

Long-term debt                                                      1,245,547      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                                                      68,367         59,554
                                                                   ----------     ----------
TOTAL                                                               1,255,596      1,246,783
                                                                   ----------     ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $4,050,793     $4,084,650
                                                                   ==========     ==========
See Notes to Financial Statements.



                         ENTERGY LOUISIANA, INC.
                       SELECTED OPERATING RESULTS
          For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)

                                                    Increase/
         Description             2000      1999    (Decrease)       %
                                   (In Millions)
Electric Operating Revenues:
  Residential                   $ 119.1   $ 112.2       $ 6.9        6
  Commercial                       83.3      79.2         4.1        5
  Industrial                      152.7     138.3        14.4       10
  Governmental                      7.9       7.7         0.2        3
                                -----------------------------
    Total retail                  363.0     337.4        25.6        8
  Sales for resale
     Associated companies           0.5       2.5        (2.0)     (80)
     Non-associated companies      11.6      11.2         0.4        4
  Other                           (28.3)      1.0       (29.3)  (2,930)
                                -----------------------------
    Total                       $ 346.8   $ 352.1       ($5.3)      (2)
                                =============================
Billed Electric Energy
 Sales (GWH):
  Residential                     1,733     1,690          43        3
  Commercial                      1,148     1,131          17        2
  Industrial                      3,762     3,626         136        4
  Governmental                      113       116          (3)      (3)
                                -----------------------------
    Total retail                  6,756     6,563         193        3
  Sales for resale
     Associated companies            13        98         (85)     (87)
     Non-associated companies       203       244         (41)     (17)
                                -----------------------------
    Total                         6,972     6,905          67        1
                                =============================


                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the first quarter of 2000 primarily due
to  an  increase  in  unbilled revenues and other  income,  partially
offset  by  increased base rate reductions and higher other operation
and maintenance expenses.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 2000 are as follows:

                                          First Quarter
            Description                Increase/(Decrease)
                                          (In Millions)

Base revenues                                  ($3.3)
Grand Gulf rate rider                            0.6
Fuel cost recovery                              11.1
Sales volume/weather                             1.1
Other revenue (including unbilled)               6.8
Sales for resale                               (16.0)
                                               -----
   Total                                        $0.3
                                               =====


Base revenues

      Base revenues decreased for the first quarter of 2000 primarily
due to a base rate reduction that became effective in May 1999.

Fuel cost recovery

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

      Fuel cost recovery revenues increased for the first quarter  of
2000  primarily due to an increase in the energy cost  recovery  rate
effective January 2000.

Other revenue (including unbilled)

      Other revenue increased for the first quarter of 2000 primarily
due  to  the  effect  of  favorable weather on the  unbilled  revenue
calculation in 2000.

Sales for resale

      Sales  for  resale  decreased for the  first  quarter  of  2000
primarily  due  to a decrease in sales to associated companies  as  a
result  of  decreased oil generation due to plant outages at  Entergy
Mississippi in early 2000.


                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Expenses

Fuel and purchased power expenses

      Fuel  and  purchased  power expenses decreased  for  the  first
quarter  of  2000 primarily due to the displacement of oil generation
by  less expensive gas generation in the first quarter of 2000.   The
decrease  was partially offset by a shift to higher-priced  purchased
power as a result of plant outages.

Other operation and maintenance

     Other operation and maintenance expenses increased for the first
quarter of 2000 primarily due to:

     o an increase in employee pension and benefits expense;
     o an increase in property insurance expense; and
     o an increase in plant maintenance.

      The  overall  increase is partially offset  by  a  decrease  in
general and administrative salaries.

Other regulatory credits

     Other regulatory credits decreased for the first quarter of 2000
primarily due to a decrease in the deferral of Grand Gulf 1 expenses.

Other

Other Income

      The increase in other income is primarily due to an increase in
AFUDC  and  an  increase  in the interest income  received  from  the
deferral of Grand Gulf 1 expenses.

Income taxes

     The effective income tax rates for the first quarter of 2000 and
1999 were 27.3% and 29.4%, respectively.




                        ENTERGY MISSISSIPPI, INC.
                           INCOME STATEMENTS
         For the Three Months Ended March 31, 2000 and 1999
                             (Unaudited)

                                                          2000       1999
                                                           (In Thousands)

                 OPERATING REVENUES
                                                             
Domestic electric                                       $182,775   $182,443
                                                        --------   --------
                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                             44,287     59,434
   Purchased power                                        76,828     68,466
   Other operation and maintenance                        35,623     31,119
Taxes other than income taxes                             10,176     10,701
Depreciation and amortization                             11,725     11,516
Other regulatory credits - net                            (9,078)   (11,013)
                                                        --------   --------
TOTAL                                                    169,561    170,223
                                                        --------   --------

OPERATING INCOME                                          13,214     12,220
                                                        --------   --------

                    OTHER INCOME
Allowance for equity funds used during construction          637        143
Miscellaneous - net                                        2,030      1,619
                                                        --------   --------
TOTAL                                                      2,667      1,762
                                                        --------   --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                 9,454      9,222
Other interest - net                                       1,020        844
Allowance for borrowed funds used during                    (504)      (355)
construction
                                                        --------   --------
TOTAL                                                      9,970      9,711
                                                        --------   --------

INCOME BEFORE INCOME TAXES                                 5,911      4,271

Income taxes                                               1,616      1,256
                                                        --------   --------

NET INCOME                                                 4,295      3,015

Preferred dividend requirements and other                    842        842
                                                        --------   --------

EARNINGS APPLICABLE TO
COMMON STOCK                                              $3,453     $2,173
                                                        ========   ========
See Notes to Financial Statements.




                        ENTERGY MISSISSIPPI, INC.
                        STATEMENTS OF CASH FLOWS
           For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)

                                                                   2000        1999
                                                                    (In Thousands)

                OPERATING ACTIVITIES
                                                                       
Net income                                                        $4,295       $3,015
Noncash items included in net income:
  Other regulatory credits - net                                  (9,078)     (11,013)
  Depreciation and amortization                                   11,725       11,516
  Deferred income taxes and investment tax credits                 3,731        7,686
  Allowance for equity funds used during construction               (637)        (143)
Changes in working capital:
  Receivables                                                     (5,521)      21,172
  Fuel inventory                                                     786         (308)
  Accounts payable                                               (54,785)     (13,471)
  Taxes accrued                                                  (27,128)      (2,002)
  Interest accrued                                                 2,528         (934)
  Deferred fuel costs                                              1,675       10,735
  Other working capital accounts                                     572         (904)
Provision for estimated losses and reserves                         (473)        (132)
Changes in other regulatory assets                                (9,661)     (18,580)
Other                                                              9,741        9,327
                                                                --------     --------
Net cash flow provided by (used in) operating activities         (72,230)      15,964
                                                                --------     --------

                INVESTING ACTIVITIES
Construction expenditures                                        (26,337)     (15,366)
Allowance for equity funds used during construction                  637          143
                                                                --------     --------
Net cash flow used in investing activities                       (25,700)     (15,223)
                                                                --------     --------

                FINANCING ACTIVITIES
Proceeds from issuance of:
  Long Term Debt                                                 119,241            -
Dividends paid:
  Common stock                                                    (1,000)           -
  Preferred stock                                                   (842)        (842)
                                                                --------     --------
Net cash flow provided by (used in) financing activities         117,399         (842)
                                                                --------     --------

Net increase (decrease) in cash and cash equivalents              19,469         (101)

Cash and cash equivalents at beginning of period                   4,787        2,640
                                                                --------     --------

Cash and cash equivalents at end of period                       $24,256       $2,539
                                                                ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                            $7,317      $10,586
  Income taxes                                                    $4,664     ($23,711)

See Notes to Financial Statements.






                        ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                                  ASSETS
                   March 31, 2000 and December 31, 1999
                               (Unaudited)

                                                                           2000           1999
                                                                             (In Thousands)

                        CURRENT ASSETS
                                                                               
Cash and cash equivalents:
  Cash                                                                    $3,313         $4,787
  Temporary cash investments - at cost,
    which approximates market                                             20,943              -
                                                                      ----------     ----------
        Total cash and cash equivalents                                   24,256          4,787
                                                                      ----------     ----------
Accounts receivable:
  Customer                                                                28,451         35,675
  Allowance for doubtful accounts                                           (886)          (886)
  Associated companies                                                    16,579          1,370
  Other                                                                    2,327          2,391
  Accrued unbilled revenues                                               26,200         28,600
                                                                      ----------     ----------
    Total receivables                                                     72,671         67,150
                                                                      ----------     ----------
Deferred fuel costs                                                       46,264         47,939
Fuel inventory - at average cost                                           2,988          3,774
Materials and supplies - at average cost                                  15,589         17,068
Prepayments and other                                                      8,826          7,114
                                                                      ----------     ----------
TOTAL                                                                    170,594        147,832
                                                                      ----------     ----------

                OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                             5,531          5,531
Non-utility property - at cost (less accumulated depreciation)             6,933          6,965
                                                                      ----------     ----------
TOTAL                                                                     12,464         12,496
                                                                      ----------     ----------

                         UTILITY PLANT
Electric                                                               1,776,184      1,763,636
Property under capital lease                                                 361            384
Construction work in progress                                             81,733         66,789
                                                                      ----------     ----------
TOTAL UTILITY PLANT                                                    1,858,278      1,830,809
Less - accumulated depreciation and amortization                         721,099        709,543
                                                                      ----------     ----------
UTILITY PLANT - NET                                                    1,137,179      1,121,266
                                                                      ----------     ----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                         24,260         24,051
  Unamortized loss on reacquired debt                                     16,038         16,345
  Other regulatory assets                                                141,695        132,243
Other                                                                      5,743          5,784
                                                                      ----------     ----------
TOTAL                                                                    187,736        178,423
                                                                      ----------     ----------

TOTAL ASSETS                                                          $1,507,973     $1,460,017
                                                                      ==========     ==========
See Notes to Financial Statements.





                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                    March 31, 2000 and December 31, 1999
                                (Unaudited)

                                                                2000           1999
                                                                   (In Thousands)

                 CURRENT LIABILITIES
                                                                     
Accounts payable:
  Associated companies                                         $35,218        $84,382
  Other                                                         26,848         32,470
Customer deposits                                               24,207         23,303
Taxes accrued                                                    8,840         35,968
Accumulated deferred income taxes                                  562            526
Interest accrued                                                12,566         10,038
Obligations under capital leases                                    97             95
Other                                                            2,040          2,137
                                                            ----------     ----------
TOTAL                                                          110,378        188,919
                                                            ----------     ----------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                              302,894        298,477
Accumulated deferred investment tax credits                     20,533         20,908
Obligations under capital leases                                   265            290
Accumulated provisions                                           6,901          7,374
Other                                                            4,110          3,368
                                                            ----------     ----------
TOTAL                                                          334,703        330,417
                                                            ----------     ----------

Long-term debt                                                 584,223        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                                              229,021        226,567
                                                            ----------     ----------
TOTAL                                                          478,669        476,215
                                                            ----------     ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $1,507,973     $1,460,017
                                                            ==========     ==========
See Notes to Financial Statements.




                        ENTERGY MISSISSIPPI, INC.
                       SELECTED OPERATING RESULTS
           For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)

                                                   Increase/
         Description            2000      1999    (Decrease)       %
                                  (In Millions)
Electric Operating Revenues:
  Residential                   $ 66.1    $ 62.3       $ 3.8      6
  Commercial                      59.5      55.2         4.3      8
  Industrial                      37.4      36.1         1.3      4
  Governmental                     5.8       5.7         0.1      2
                               -----------------------------
    Total retail                 168.8     159.3         9.5      6
  Sales for resale
     Associated companies          5.9      21.9       (16.0)   (73)
     Non-associated companies      6.8       6.8           -      -
  Other                            1.3      (5.5)        6.8    124
                               -----------------------------
    Total                      $ 182.8   $ 182.5       $ 0.3      -
                               =============================

Billed Electric Energy
 Sales (GWH):
  Residential                    1,023     1,004          19      2
  Commercial                       918       889          29      3
  Industrial                       743       755         (12)    (2)
  Governmental                      80        83          (3)    (4)
                               -----------------------------
    Total retail                 2,764     2,731          33      1
  Sales for resale
     Associated companies          125       977        (852)   (87)
     Non-associated companies       77       112         (35)   (31)
                               -----------------------------
    Total                        2,966     3,820        (854)   (22)
                               =============================



                      ENTERGY NEW ORLEANS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the first quarter of 2000 primarily due
to  increased  net  gas  revenue and decreased  other  operation  and
maintenance expenses.

Revenues and Sales

Electric operating revenues

     The changes in electric operating revenues for the first quarter
of 2000 are as follows:

                                           First Quarter
           Description                  Increase/(Decrease)
                                           (In Millions)

Base revenues                                  ($0.1)
Fuel cost recovery                               6.9
Sales volume/weather                             0.1
Other revenue (including unbilled)               1.6
Sales for resale                                (2.3)
                                                ----
   Total                                        $6.2
                                                ====

Fuel cost recovery

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

      Fuel cost recovery revenues increased for the first quarter  of
2000 primarily due to higher market prices for gas.

Sales for resale

      Sales  for  resale  decreased for the  first  quarter  of  2000
primarily  due  to  decreased oil-fired generation  as  a  result  of
increased market prices for oil.

Gas Operating Revenues

     Gas  operating revenues increased for the first quarter of  2000
due to higher prices and increased usage primarily in the residential
and commercial sectors.

Expenses

Fuel and purchased power expenses

      Net  fuel and purchased power expenses increased for the  first
quarter  of  2000  primarily due to increased gas market  prices  and
increased  gas purchased for resale due to more favorable weather  in
2000.


                      ENTERGY NEW ORLEANS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other operation and maintenance

      Other operation and maintenance decreased for the first quarter
of  2000  primarily due to lower incentive compensation accruals  and
lower environmental reserves in 2000 compared to 1999.

Other regulatory credits

     Other regulatory credits decreased for the first quarter of 2000
primarily  due to an over-recovery of Grand Gulf 1-related  costs  in
2000 as opposed to an under-recovery in 1999.

Other

Income taxes

     The effective income tax rates for the first quarter of 2000 and
1999  were 52.2% and 27.5%, respectively.  The increase in  tax  rate
for  the  first quarter of 2000 was primarily due to the increase  in
pre-tax income affecting the impact of permanent differences and flow-
through  items.  For the first quarter of 1999, Entergy  New  Orleans
reported a pre-tax loss.




                        ENTERGY NEW ORLEANS, INC.
                           INCOME STATEMENTS
          For the Three Months Ended March 31, 2000 and 1999
                              (Unaudited)

                                                            2000        1999
                                                             (In Thousands)

                OPERATING REVENUES
                                                                
Domestic electric                                         $86,259      $80,042
Natural gas                                                33,483       26,014
                                                         --------     --------
TOTAL                                                     119,742      106,056
                                                         --------     --------

                OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              41,801       30,935
   Purchased power                                         35,111       36,452
   Other operation and maintenance                         16,851       22,980
Taxes other than income taxes                               9,512        7,618
Depreciation and amortization                               5,701        5,628
Other regulatory credits - net                             (1,602)      (4,449)
Amortization of rate deferrals                              5,996        6,143
                                                         --------     --------
TOTAL                                                     113,370      105,307
                                                         --------     --------

OPERATING INCOME                                            6,372          749
                                                         --------     --------

                   OTHER INCOME
Allowance for equity funds used during construction           325          206
Miscellaneous - net                                           598          413
                                                         --------     --------
TOTAL                                                         923          619
                                                         --------     --------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                                  3,319        3,319
Other interest - net                                          416          322
Allowance for borrowed funds used during                     (238)        (155)
construction
                                                         --------     --------
TOTAL                                                       3,497        3,486
                                                         --------     --------

INCOME (LOSS) BEFORE INCOME TAXES                           3,798       (2,118)

Income taxes                                                1,981         (583)
                                                         --------     --------

NET INCOME (LOSS)                                           1,817       (1,535)

Preferred dividend requirements and other                     241          241
                                                         --------     --------

EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                                               $1,576      ($1,776)
                                                         ========     ========
See Notes to Financial Statements.





                       ENTERGY NEW ORLEANS, INC.
                       STATEMENTS OF CASH FLOWS
          For the Three Months Ended March 31, 2000 and 1999
                             (Unaudited)

                                                                2000          1999
                                                                 (In Thousands)

                OPERATING ACTIVITIES
                                                                     
Net income (loss)                                               $1,817       ($1,535)
Noncash items included in net income:
  Amortization of rate deferrals                                 5,996         6,143
  Other regulatory credits - net                                (1,602)       (4,449)
  Depreciation and amortization                                  5,701         5,628
  Deferred income taxes and investment tax credits              (3,501)          150
  Allowance for equity funds used during construction             (325)         (206)
Changes in working capital:
  Receivables                                                    8,720         5,375
  Fuel inventory                                                   828         1,411
  Accounts payable                                              (9,369)         (644)
  Taxes accrued                                                  5,095           568
  Interest accrued                                              (3,369)       (3,361)
  Deferred fuel costs                                            4,557        (1,567)
  Other working capital accounts                                (8,934)       (3,403)
Provision for estimated losses and reserves                       (579)         (431)
Changes in other regulatory assets                              (2,318)       (3,867)
Other                                                            1,775         3,925
                                                              --------      --------
Net cash flow provided by operating activities                   4,492         3,737
                                                              --------      --------

                INVESTING ACTIVITIES
Construction expenditures                                       (8,051)       (8,997)
Allowance for equity funds used during construction                325           206
                                                              --------      --------
Net cash flow used in investing activities                      (7,726)       (8,791)
                                                              --------      --------

                FINANCING ACTIVITIES
Dividends paid:
  Preferred stock                                                    -          (482)
                                                              --------      --------
Net cash flow used in financing activities                           -          (482)
                                                              --------      --------

Net decrease in cash and cash equivalents                       (3,234)       (5,536)

Cash and cash equivalents at beginning of period                 4,454        17,153
                                                              --------      --------

Cash and cash equivalents at end of period                      $1,220       $11,617
                                                              ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                          $7,014        $6,912
  Income taxes                                                    ($45)      ($5,944)

See Notes to Financial Statements.






                        ENTERGY NEW ORLEANS, INC.
                            BALANCE SHEETS
                                ASSETS
                  March 31, 2000 and December 31, 1999
                              (Unaudited)

                                                              2000           1999
                                                                (In Thousands)

                  CURRENT ASSETS
                                                                   
Cash and cash equivalents                                    $1,220        $4,454
Accounts receivable:
  Customer                                                   22,568        28,658
  Allowance for doubtful accounts                              (846)         (846)
  Associated companies                                          257           404
  Other                                                       5,911         6,225
  Accrued unbilled revenues                                  17,651        19,820
                                                           --------      --------
    Total receivables                                        45,541        54,261
                                                           --------      --------
Deferred fuel costs                                           9,926        14,483
Fuel inventory - at average cost                              2,465         3,293
Materials and supplies - at average cost                     10,391        10,127
Rate deferrals                                               21,843        24,788
Prepayments and other                                        11,281         2,528
                                                           --------      --------
TOTAL                                                       102,667       113,934
                                                           --------      --------

          OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                3,259         3,259
                                                           --------      --------

                  UTILITY PLANT
Electric                                                    543,248       541,525
Natural gas                                                 134,491       133,568
Construction work in progress                                34,786        29,780
                                                           --------      --------
TOTAL UTILITY PLANT                                         712,525       704,873
Less - accumulated depreciation and amortization            387,680       382,797
                                                           --------      --------
UTILITY PLANT - NET                                         324,845       322,076
                                                           --------      --------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Rate deferrals                                              7,925        10,974
  Unamortized loss on reacquired debt                         1,134         1,187
  Other regulatory assets                                    35,357        33,039
Other                                                           833         1,277
                                                           --------      --------
TOTAL                                                        45,249        46,477
                                                           --------      --------

TOTAL ASSETS                                               $476,020      $485,746
                                                           ========      ========
See Notes to Financial Statements.





                        ENTERGY NEW ORLEANS, INC.
                            BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  March 31, 2000 and December 31, 1999
                              (Unaudited)

                                                                     2000           1999
                                                                         (In Thousands)

                    CURRENT LIABILITIES
                                                                             
Accounts payable:
  Associated companies                                                $22,731       $24,350
  Other                                                                20,511        28,261
Customer deposits                                                      18,092        17,830
Taxes accrued                                                           5,525           429
Accumulated deferred income taxes                                       8,017        10,863
Interest accrued                                                        1,587         4,956
Other                                                                   5,588         5,524
                                                                     --------      --------
TOTAL                                                                  82,051        92,213
                                                                     --------      --------

           DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                      42,434        43,878
Accumulated deferred investment tax credits                             6,249         6,378
SFAS 109 regulatory liability - net                                     8,545         7,528
Other regulatory liabilities                                            1,459         1,753
Accumulated provisions                                                  8,257         8,836
Other                                                                   8,005         7,733
                                                                     --------      --------
TOTAL                                                                  74,949        76,106
                                                                     --------      --------

Long-term debt                                                        169,100       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                                                      60,102        58,526
                                                                     --------      --------
TOTAL                                                                 149,920       148,344
                                                                     --------      --------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $476,020      $485,746
                                                                     ========      ========
See Notes to Financial Statements.




                      ENTERGY NEW ORLEANS, INC.
                     SELECTED OPERATING RESULTS
         For the Three Months Ended March 31, 2000 and 1999
                             (Unaudited)


                                                   Increase/
         Description            2000      1999    (Decrease)        %
                                   (In Millions)
Electric Operating Revenues:
  Residential                   $ 27.5    $ 24.5       $ 3.0      12
  Commercial                      33.7      30.8         2.9       9
  Industrial                       5.1       5.3        (0.2)     (4)
  Governmental                    14.1      12.9         1.2       9
                                ----------------------------
    Total retail                  80.4      73.5         6.9       9
  Sales for resale
     Associated companies          2.6       5.1        (2.5)    (49)
     Non-associated companies      2.2       2.0         0.2      10
  Other                            1.1      (0.5)        1.6     320
                                ----------------------------
    Total                       $ 86.3    $ 80.1       $ 6.2       8
                                ============================

Billed Electric Energy
 Sales (GWH):
  Residential                      373       364           9       2
  Commercial                       497       490           7       1
  Industrial                        91       115         (24)    (21)
  Governmental                     233       235          (2)     (1)
                                ----------------------------
    Total retail                 1,194     1,204         (10)     (1)
  Sales for resale
     Associated companies           83       233        (150)    (64)
     Non-associated companies       44        47          (3)     (6)
                                ----------------------------
    Total                        1,321     1,484        (163)    (11)
                                ============================



                    SYSTEM ENERGY RESOURCES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

     Net income increased for the first quarter of 2000 primarily due
to increased operating revenues and decreased interest expense.

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  for the  first  quarter  of  2000  as
compared  to  the  same  period in 1999 due  to  additional  reserves
recorded  in  the first quarter of 1999 for the potential  refund  of
tariffs  collected  subject to refund in System  Energy's  rate  case
pending  before FERC.  System Energy's proposed rate increase,  which
is  subject  to  refund,  is discussed in Note  2  to  the  financial
statements in the Form 10-K.  Operating revenues also increased as  a
result  of  Grand Gulf 1 being operational for 20 days  more  in  the
first quarter of 2000 than in the first quarter of 1999.

Expenses

Fuel expenses

      Fuel  expenses increased for the first quarter of 2000  because
Grand Gulf 1 was operational for 20 days more in the first quarter of
2000 than in 1999, when maintenance outages occurred.

Other operation and maintenance

      Other operation and maintenance expense decreased primarily due
to a larger nuclear insurance refund in 2000 compared to 1999.

Other

Interest charges

      Interest  on long-term debt decreased for the first quarter  of
2000  as  a  result  of the refinancing and redemption  of  pollution
control  revenue bonds and the redemption of first mortgage bonds  in
1999.

     Other interest decreased for the first quarter of 2000 due to an
adjustment  to  interest on the potential refund of  System  Energy's
proposed rate increase in the first quarter of 1999.

Income taxes

     The effective income tax rates for the first quarter of 2000 and
1999  were  47.1%  and  89.3%, respectively.   The  decrease  in  the
effective  income tax rate is primarily due to an adjustment  to  the
provision for rate refund and its associated accrued interest expense
in the first quarter of 1999.




                        SYSTEM ENERGY RESOURCES, INC.
                             INCOME STATEMENTS
             For the Three Months Ended March 31, 2000 and 1999
                                (Unaudited)

                                                              2000        1999
                                                                (In Thousands)

                   OPERATING REVENUES
                                                                   
Domestic electric                                            $157,089    $140,617
                                                             --------    --------
                   OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                  10,683       8,636
   Nuclear refueling outage expenses                            3,214       3,505
   Other operation and maintenance                             15,272      18,446
Decommissioning                                                 4,736       4,736
Taxes other than income taxes                                   5,943       6,752
Depreciation and amortization                                  28,056      28,860
Other regulatory charges - net                                 14,745      15,845
                                                             --------    --------
TOTAL                                                          82,649      86,780
                                                             --------    --------

OPERATING INCOME                                               74,440      53,837
                                                             --------    --------

                      OTHER INCOME
Allowance for equity funds used during construction               732         666
Miscellaneous - net                                             4,096       4,059
                                                             --------    --------
TOTAL                                                           4,828       4,725
                                                             --------    --------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                     24,126      25,829
Other interest - net                                            6,843      26,751
Allowance for borrowed funds used during construction            (476)       (551)
                                                             --------    --------
TOTAL                                                          30,493      52,029
                                                             --------    --------

INCOME BEFORE INCOME TAXES                                     48,775       6,533

Income taxes                                                   22,989       5,833
                                                             --------    --------

NET INCOME                                                    $25,786        $700
                                                             ========    ========
See Notes to Financial Statements.





                        SYSTEM ENERGY RESOURCES, INC.
                          STATEMENTS OF CASH FLOWS
                For the Three Months Ended March 31, 2000 and 1999
                                (Unaudited)

                                                                   2000         1999
                                                                      (In Thousands)

                   OPERATING ACTIVITIES
                                                                          
Net income                                                         $25,786         $700
Noncash items included in net income:
  Reserve for regulatory adjustments                                19,555       23,443
  Other regulatory charges - net                                    14,745       15,845
  Depreciation, amortization, and decommissioning                   32,792       33,596
  Deferred income taxes and investment tax credits                 (19,377)     (35,973)
  Allowance for equity funds used during construction                 (732)        (666)
Changes in working capital:
  Receivables                                                      103,319      (43,485)
  Accounts payable                                                     263       (6,034)
  Taxes accrued                                                     30,056       16,523
  Interest accrued                                                 (18,587)     (14,211)
  Other working capital accounts                                    (3,424)      (1,420)
Provision for estimated losses and reserves                             15       36,855
Changes in other regulatory assets                                  11,795        5,293
Other                                                               (7,705)      10,276
                                                                  --------     --------
Net cash flow provided by operating activities                     188,501       40,742
                                                                  --------     --------

                   INVESTING ACTIVITIES
Construction expenditures                                           (9,250)      (5,593)
Allowance for equity funds used during construction                    732          666
Nuclear fuel purchases                                                  (7)           -
Proceeds from sale/leaseback of nuclear fuel                             7            -
Decommissioning trust contributions and realized
    change in trust assets                                          (5,790)      (5,602)
                                                                  --------     --------
Net cash flow used in investing activities                         (14,308)     (10,529)
                                                                  --------     --------

                   FINANCING ACTIVITIES
Retirement of:
  Long Term Debt                                                    (2,947)     (15,820)
Dividends paid:
  Common stock                                                     (23,600)           -
                                                                  --------     --------
Net cash flow used in financing activities                         (26,547)     (15,820)
                                                                  --------     --------

Net increase in cash and cash equivalents                          147,646       14,393

Cash and cash equivalents at beginning of period                    35,152      236,841
                                                                  --------     --------

Cash and cash equivalents at end of period                        $182,798     $251,234
                                                                  ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                             $42,653      $39,413
  Income taxes                                                     ($4,035)     $10,544
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                    ($1,204)       ($622)

See Notes to Financial Statements.





                        SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                                  ASSETS
                    March 31, 2000 and December 31, 1999
                                (Unaudited)

                                                                2000            1999
                                                                   (In Thousands)

                   CURRENT ASSETS
                                                                     
Cash and cash equivalents:
  Cash                                                             $98           $136
  Temporary cash investments - at cost,
    which approximates market                                  182,700         35,016
                                                            ----------     ----------
        Total cash and cash equivalents                        182,798         35,152
                                                            ----------     ----------
Accounts receivable:
  Associated companies                                         197,314        301,287
  Other                                                          1,323            670
                                                            ----------     ----------
    Total receivables                                          198,637        301,957
                                                            ----------     ----------
Materials and supplies - at average cost                        62,214         61,264
Deferred nuclear refueling outage costs                         17,528         18,665
Prepayments and other                                            5,941          2,251
                                                            ----------     ----------
TOTAL                                                          467,118        419,289
                                                            ----------     ----------

           OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                    139,970        135,384
                                                            ----------     ----------

                   UTILITY PLANT
Electric                                                     3,050,466      3,060,324
Property under capital lease                                   444,850        434,993
Construction work in progress                                   67,760         58,510
Nuclear fuel under capital lease                                70,721         78,020
                                                            ----------     ----------
TOTAL UTILITY PLANT                                          3,633,797      3,631,847
Less - accumulated depreciation and amortization             1,342,039      1,312,559
                                                            ----------     ----------
UTILITY PLANT - NET                                          2,291,758      2,319,288
                                                            ----------     ----------

          DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                              230,519        242,834
  Unamortized loss on reacquired debt                           55,121         56,474
  Other regulatory assets                                      186,430        185,910
Other                                                           10,054          9,869
                                                            ----------     ----------
TOTAL                                                          482,124        495,087
                                                            ----------     ----------

TOTAL ASSETS                                                $3,380,970     $3,369,048
                                                            ==========     ==========
See Notes to Financial Statements.





                         SYSTEM ENERGY RESOURCES, INC.
                                BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                     March 31, 2000 and December 31, 1999
                                 (Unaudited)

                                                                 2000           1999
                                                                    (In Thousands)

                   CURRENT LIABILITIES
                                                                     
Currently maturing long-term debt                               $91,800       $77,947
Accounts payable
  Associated companies                                           14,344        15,237
  Other                                                          19,626        18,470
Taxes accrued                                                    85,439        55,383
Accumulated deferred income taxes                                 6,684         7,162
Interest accrued                                                 21,412        40,000
Obligations under capital leases                                 38,421        38,421
Other                                                             1,728         1,651
                                                             ----------    ----------
TOTAL                                                           279,454       254,271
                                                             ----------    ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                               457,706       481,945
Accumulated deferred investment tax credits                      92,350        93,219
Obligations under capital leases                                 32,300        39,599
FERC settlement - refund obligation                              35,765        37,337
Other regulatory liabilities                                     83,061        73,313
Decommissioning                                                 135,293       129,503
Regulatory reserves                                             287,325       267,771
Accumulated provisions                                            2,032         2,016
Other                                                            16,219        16,014
                                                             ----------    ----------
TOTAL                                                         1,142,051     1,140,717
                                                             ----------    ----------

Long-term debt                                                1,065,798     1,082,579

                  SHAREHOLDERS' EQUITY
Common stock, no par value, authorized 1,000,000
  shares; issued and outstanding 789,350 shares in 2000
  in 1999                                                       789,350       789,350
Retained earnings                                               104,317       102,131
                                                             ----------    ----------
TOTAL                                                           893,667       891,481
                                                             ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $3,380,970    $3,369,048
                                                             ==========    ==========
See Notes to Financial Statements.



                ENTERGY CORPORATION AND SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS
                             (Unaudited)


NOTE 1.  COMMITMENTS AND CONTINGENCIES

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

      See  Note  9 to the financial statements in the Form  10-K  for
information   on   Entergy's   estimated  construction   expenditures
(excluding   nuclear  fuel),  long-term  debt  and  preferred   stock
maturities,  and cash sinking fund requirements for the period  2000-
2002.

Sales Warranties and Indemnities  (Entergy Corporation)

      See  Note  9 to the financial statements in the Form  10-K  for
information on certain warranties made by Entergy or its subsidiaries
in the Entergy London and CitiPower sales transactions.

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

      See  Note  9 to the financial statements in the Form  10-K  for
information  on  nuclear liability, property  and  replacement  power
insurance,  related NRC regulations, the disposal  of  spent  nuclear
fuel,  other high-level radioactive waste, and decommissioning  costs
associated with ANO 1, ANO 2, River Bend, Waterford 3, Grand Gulf  1,
and Pilgrim.

ANO Matters  (Entergy Corporation and Entergy Arkansas)

      See  Note  9 to the financial statements in the Form  10-K  for
information on cracks in a number of steam generator tubes at  ANO  2
that were discovered and repaired during an outage in March 1992, and
the replacement of the steam generators scheduled for September 2000.

Environmental Issues

(Entergy Gulf States)

      Entergy  Gulf  States  has  been designated  as  a  potentially
responsible  party (PRP) for the cleanup of certain  hazardous  waste
disposal sites.  Entergy Gulf States is in periodic negotiations with
the  U.S.  Environmental  Protection  Agency  and  state  authorities
regarding  the cleanup of certain of these sites.  As  of  March  31,
2000,  a  remaining recorded liability of approximately $17.8 million
existed  relating  to  the cleanup of the remaining  sites  at  which
Entergy  Gulf  States has been designated a PRP.  See  "Environmental
Regulation"  in  Item  1 of Part I of the Form  10-K  for  additional
discussion  of  Entergy Gulf States' environmental clean-up  activity
and related litigation.

(Entergy Louisiana and Entergy New Orleans)

      During  1993, the Louisiana Department of Environmental Quality
(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.   As  a  result,  remaining   recorded
liabilities  in the amounts of $5.9 million and $0.5 million  existed
at  March  31, 2000 for wastewater upgrades and closures for  Entergy
Louisiana and Entergy New Orleans, respectively.  Completion of  this
work is awaiting LDEQ approval.

City Franchise Ordinances  (Entergy New Orleans)

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

Waterford 3 Lease Obligations  (Entergy Louisiana)

      On  September  28, 1989, Entergy Louisiana entered  into  three
separate  but substantially identical transactions for the  sale  and
leaseback of undivided interests (aggregating approximately 9.3%)  in
Waterford  3,  which were refinanced in 1997.  Entergy  Louisiana  is
obligated  under certain circumstances to pay amounts  sufficient  to
permit   the   Owner  Participants  to  withdraw  from  these   lease
transactions.   Additionally, Entergy Louisiana may  be  required  to
assume the outstanding bonds issued by the Owner Trustee under  these
leases  to  finance,  in  part,  its  acquisition  of  the  undivided
interests in Waterford 3.  See Note 10 to the financial statements in
the Form 10-K for further information.

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.   The defendant  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.

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

     See  "Cajun  -  Coal  Contracts" in  Note  9  to  the  financial
statements  in  the  Form  10-K  for  information  relating  to   the
declaratory judgment actions filed by Entergy Gulf States in the U.S.
Bankruptcy Court in which the Cajun bankruptcy case was pending.  The
settlement agreement and plan of reorganization have been consummated
and  effectively release Entergy Gulf States from any claims asserted
by the coal suppliers and transporters for Big Cajun 2.

Reimbursement Agreement  (System Energy)

      Under  a  bank  letter  of credit and 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 agreement,  to
maintain   its   equity  at  not  less  than  33%  of  its   adjusted
capitalization  (defined in the 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 agreement, a ratio of  adjusted  net
income to interest expense (calculated, in each case, as specified in
the agreement) of at least 1.60 times earnings.  System Energy was in
compliance with the above covenants at March 31, 2000.  See Note 9 to
the financial statements in the Form 10-K for further information.

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

      In addition to those proceedings discussed elsewhere herein and
in  the  Form  10-K, Entergy and the domestic utility  companies  are
involved  in  a number of other legal proceedings and claims  in  the
ordinary  course of their businesses.  While management is unable  to
predict  the outcome of these other legal proceedings and claims,  it
is  not  expected  that  their ultimate resolutions  individually  or
collectively  will  have  a material adverse  effect  on  results  of
operations, cash flows, or financial condition of these entities.


NOTE 2.   RATE AND REGULATORY MATTERS

Electric Industry Restructuring

     Previous   developments  and  information  related  to  electric
industry  restructuring  are presented in Note  2  to  the  financial
statements in the Form 10-K.

Texas

(Entergy Corporation and Entergy Gulf States)

     As  discussed in Note 2 to the financial statements in the  Form
10-K, in June 1999, the Texas legislature enacted a law providing for
competition  in  the  electric utility industry through  retail  open
access.   The  law provides for retail open access by  most  electric
utilities,  including Entergy Gulf States, on January 1, 2002.   When
retail  open access is achieved, the generation business  and  a  new
retail   electricity   provider  function  will  become   competitive
businesses,   but  transmission  and  distribution  operations   will
continue to be regulated.  The new retail provider function  will  be
the  primary  point of contact with the customers for  most  services
beyond  initiation  of  electric service and restoration  of  service
following outages.

     In January 2000, Entergy Gulf States filed a business separation
plan   with   the   PUCT  as  required  by  the  Texas  restructuring
legislation.   The  plan  provides  that  Entergy  Gulf  States  will
ultimately  be  divided into a Texas distribution  company,  a  Texas
transmission  company,  a Texas generation company,  a  Texas  retail
electricity  provider, and a Louisiana company  that  will  encompass
distribution, generation and transmission operations.  Intervenors in
the Texas proceeding have, for the most part, expressed opposition to
the  plan  for various reasons.  It is not certain whether  the  plan
will  be  approved  as  filed, or whether a different  plan  will  be
approved by the PUCT.  Entergy Gulf States and other parties  to  the
proceeding are in discussions aimed at determining whether there  are
modifications  to the proposed plan that would be acceptable  to  all
concerned  parties.   The procedural schedule requires  Entergy  Gulf
States  to file an amended business separation plan by June 8,  2000.
The   timing  and  outcome  of  this  proceeding  is  uncertain,  and
additional regulatory approvals from FERC, the SEC, and the LPSC will
be required before any legal separation plan can be implemented.

     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;
     o a 12% return on equity for the unbundled distribution utility;
       and
     o a ten-year non-bypassable charge to recover estimated stranded
       costs and a non-bypassable charge to recover nuclear
       decommissioning costs.

     At  a  prehearing  conference held in April 2000,  a  procedural
schedule  for  the  case was established, calling for  a  hearing  in
January  2001.   Management  cannot  predict  the  outcome  of   this
proceeding.

Retail Rate Proceedings

     Previous developments and information related to retail rate
proceedings are presented in Note 2 to the financial statements in
the Form 10-K.

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

     In  March 2000, Entergy Arkansas filed its annually redetermined
energy  cost  rate with the APSC in accordance with the  energy  cost
recovery  rider formula.  The filing reflected that an  increase  was
warranted to collect an under-recovery of energy costs for 1999.  The
increased  energy cost recovery rate is effective April 2000  through
March 2001.

Filings with the PUCT and Texas Cities

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

     Based  on  the settlement agreement discussed in Note 2  to  the
financial statements in the Form 10-K, 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
will occur semi-annually and continue until December 2001.

     The  amounts  collected under Entergy Gulf  States'  fixed  fuel
factor  through  December  2001 are subject  to  fuel  reconciliation
proceedings  before  the PUCT, including a fuel  reconciliation  case
filed by Entergy Gulf States in July 1999.  In February 2000, Entergy
Gulf  States reached a settlement with all but one of the parties  to
that  proceeding.  Entergy Gulf States reconciled approximately  $731
million  (after excluding approximately $14 million related to  Cajun
issues  to  be  handled  in  a subsequent  proceeding)  of  fuel  and
purchased  power costs.  The settlement reduces Entergy Gulf  States'
requested  surcharge in the reconciliation filing from $14.7  million
to  $2.2  million.  This settlement was approved by the  PUCT  in  an
order  dated April 12, 2000, confirming an interim order that allowed
Entergy  Gulf  States  to  begin the recovery  of  the  $2.2  million
surcharge between April 2000 and January 2001.  In addition,  Entergy
Gulf States agreed to file a fuel reconciliation case by January  12,
2001  covering the period from March 1, 1999 through August 31, 2000.
The  decrease in the requested surcharge was recorded in  March  2000
and is reflected in Entergy Gulf States' operating income.

Filings with the LPSC

Annual  Earnings  Reviews   (Entergy  Corporation  and  Entergy  Gulf
States)

      In  May  1997, Entergy Gulf States filed its fourth post-Merger
earnings  analysis with the LPSC.  In March 2000,  the  LPSC  ordered
Entergy  Gulf  States  to  refund  approximately  $17.7  million   to
customers.  Entergy Gulf States will appeal the order.  Entergy  Gulf
States has provided adequate reserves for its annual earnings reviews
based on management's estimates of the outcome of these proceedings.

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  attorney's fees.  Exceptions were  filed  by  Entergy,
asserting that this dispute should be litigated before the  LPSC  and
FERC.  At the appropriate time, if necessary, Entergy will raise  its
defenses  to  the antitrust claims.  At present, the  suit  in  state
court is stayed by stipulation of the parties.

      Plaintiffs  also 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.  Marathon
Oil Company and Louisiana Energy Users Group have also intervened  in
the LPSC proceeding.  Discovery at the LPSC has been conducted and is
expected  to continue.  Direct testimony was filed with the  LPSC  by
plaintiffs and the intervenors in July 1999.  In their testimony  for
the period 1989 through 1998, plaintiffs purport to quantify many  of
their claims in an amount totaling $544 million, plus interest.   The
plaintiffs will likely assert additional damages for the period  1974
through  1988.  The Entergy companies filed responsive  and  rebuttal
testimony  in  September 1999.  Rebuttal testimony by the  plaintiffs
and intervenors was filed in November 1999.

      Entergy  Louisiana and the staff of the LPSC  have  reached  an
agreement  in principle for the settlement of the matter  before  the
LPSC.   The  terms of the proposed settlement have not  as  yet  been
agreed  to  by  other  parties to the LPSC proceeding,  and  must  be
approved by the LPSC after any parties contesting the settlement  are
afforded  the  opportunity for a hearing.   Entergy  Louisiana  would
agree  under  the proposed terms to refund to customers approximately
$72 million in settlement of 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.   Reserves
were previously provided by Entergy Louisiana for the refund.  If the
proposed settlement is approved, Entergy Louisiana would also consent
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.

     In  its  intervention, 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 in the Form 10-K  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  in which it takes the position 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.  The LPSC is required to file testimony on May 26, 2000.
It  is  anticipated that hearings in  this  sub-docket concerning the
Vidalia contract will be completed by the end of 2000.

(Entergy Corporation and Entergy New Orleans)

      In  April 1999, a group of ratepayers filed a complaint against
Entergy  New  Orleans,  Entergy Corporation,  Entergy  Services,  and
Entergy Power in state court in Orleans Parish purportedly on  behalf
of  all  Entergy New Orleans ratepayers.  The plaintiffs seek  treble
damages  for  alleged  injuries arising from the defendants'  alleged
violations  of Louisiana's antitrust laws in connection with  certain
costs passed on to ratepayers in Entergy New Orleans' fuel adjustment
filings  with  the  Council.  In particular, plaintiffs  allege  that
Entergy  New  Orleans  improperly  included  certain  costs  in   the
calculation  of fuel charges and that Entergy New Orleans imprudently
purchased  high-cost fuel from other Entergy affiliates.   Plaintiffs
allege  that  Entergy  New  Orleans and the other  defendant  Entergy
companies  conspired  to make these purchases  to  the  detriment  of
Entergy  New  Orleans'  ratepayers and to the  benefit  of  Entergy's
shareholders, in violation of Louisiana's antitrust laws.  Plaintiffs
also seek to recover interest and attorney'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 their allegations and to force
restitution  to  ratepayers of all costs they allege were  improperly
and  imprudently included in the fuel adjustment filings.   Discovery
has  begun  in  the proceedings before the Council.  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 $45 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.  The ultimate outcome  of  the
lawsuit and the Council proceeding cannot be predicted at this time.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

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


NOTE 3.  COMMON STOCK (Entergy Corporation)

       During   the   first  quarter  of  2000,  Entergy  Corporation
repurchased 7,350,800 shares of common stock in the open  market  for
an  aggregate  purchase price of approximately $156  million.   These
shares were purchased pursuant to Entergy's stock repurchase plan and
also  to fulfill the requirements of various stock-based compensation
and  benefit  plans.   During  the first  quarter  of  2000,  Entergy
Corporation  issued  433,940  shares of  its  previously  repurchased
common  stock  to satisfy stock options exercised and employee  stock
purchases.   In  addition, Entergy Corporation received  proceeds  of
approximately  $2.0  million from the issuance of  89,894  shares  of
common stock under its dividend reinvestment and stock purchase plan.


NOTE 4.  LONG-TERM DEBT

(Entergy Mississippi)

     On February 15, 2000, Entergy Mississippi issued $120 million of
7.75%  Series  First  Mortgage Bonds  due  February  15,  2003.   The
proceeds are being used for general corporate purposes, including the
retirement  of short-term indebtedness that was incurred for  working
capital needs and capital expenditures.

(Entergy Arkansas)

     On  March 9, 2000, Entergy Arkansas issued $100 million of 7.72%
Series  First  Mortgage Bonds due March 1, 2003.   The  proceeds  are
being  used  for general corporate purposes, including the retirement
of  short-term  indebtedness that was incurred  for  working  capital
needs and capital expenditures.

(Entergy Louisiana)

     On  March 1, 2000, Entergy Louisiana redeemed, at maturity, $100
million  of  6.00% Series First Mortgage Bonds using  funds  received
from   an   open-account  advance  from  Entergy  Corporation.    See
"MANAGEMENT'S  FINANCIAL  DISCUSSION AND  ANALYSIS  -  LIQUIDITY  AND
CAPITAL RESOURCES" for a further discussion of this advance.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

      On  April  5,  2000, Entergy Corporation's Board  of  Directors
declared a common stock dividend of $0.30 per share, payable on  June
1, 2000, to holders of record on May 16, 2000.


NOTE 6.  BUSINESS SEGMENT INFORMATION  (Entergy Corporation)

      See  Note 14 to the financial statements in the Form  10-K  for
information  regarding  Entergy's  adoption  of  SFAS  131  and   its
operating segments.  Entergy's segment financial information for  the
first quarter of 2000 and 1999 is as follows (in thousands):



                        Domestic     Power   All Other*   Eliminations  Consolidated
                      Utility and Marketing
                         System      and
                         Energy    Trading*
                                                          
 2000
 Operating Revenues    $1,401,444   $346,157   $  75,850   $   (11,959)  $  1,811,492
 Income Taxes              71,191      5,736       5,898             -         82,825
 Net Income                87,338     11,297       9,775             -        108,410
 Total Assets          19,556,488    616,853   3,804,322      (615,436)    23,362,227


 1999
 Operating Revenues    $1,286,703   $344,438   $  12,096   $    (3,315)  $  1,639,922
 Income Taxes              59,594     (8,223)     (6,198)            -         45,173
 Net Income                82,576    (14,013)      4,343             -         72,906
 Total Assets          20,193,864    572,940   2,630,391      (547,811)    22,849,384



      Businesses  marked with * are referred to as  the  "competitive
businesses,"  with  the  exception of  the  parent  company,  Entergy
Corporation, which is also included in the "All Other"  column.   The
"All  Other"  category  includes  the  parent,  Entergy  Corporation,
segments  below  the quantitative threshold for separate  disclosure,
and  other  business activities.  Other segments principally  include
global power development and non-utility nuclear power operations and
management.  Other business activities principally include the  gains
on  the sales of businesses.  The elimination of power marketing  and
trading mark-to-market profits on intercompany power transactions  is
also   included   in   "All  Other."   Eliminations   are   primarily
intersegment activity.
                 __________________________________

     In the opinion of the management of Entergy Corporation, Entergy
Arkansas,   Entergy   Gulf   States,   Entergy   Louisiana,   Entergy
Mississippi, Entergy New Orleans, and System Energy, the accompanying
unaudited  condensed  financial statements  contain  all  adjustments
(consisting    primarily   of   normal   recurring    accruals    and
reclassification of previously reported amounts to conform to current
classifications) necessary for a fair statement of  the  results  for
the interim periods presented.  However, the business of the domestic
utility   companies  and  System  Energy  is  subject   to   seasonal
fluctuations  with  the  peak  periods  occurring  during  the  third
quarter.  The results for the interim periods presented should not be
used as a basis for estimating results of operations for a full year.



                ENTERGY CORPORATION AND SUBSIDIARIES
                     PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

      See  "PART I, Item 1, Other Regulation and Litigation"  in  the
Form  10-K  for a discussion of legal proceedings affecting  Entergy.
Set  forth  below  are updates to the information  contained  in  the
Form 10-K.

Union Pacific Railroad  (Entergy Corporation and Entergy Arkansas)

     See "Union Pacific Railroad" in Item 1 of Part 1 of the Form 10-
K  for  information  relating  to the civil  suit  filed  by  Entergy
Arkansas and Entergy Services against Union Pacific Railroad  Company
(Union  Pacific) seeking damages and the termination of coal shipping
contracts  with  Union Pacific because of its  failure  to  meet  its
contractual obligations to ship coal to Entergy Arkansas'  two  coal-
fired  plants.   In  addition  to rescission  of  the  contracts  and
monetary damages, Entergy is seeking restitution for amounts paid  to
Union  Pacific  since  the date of material  breach  that  are  above
reasonable  market rates.  The case is scheduled for trial  beginning
in October 2000.

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

     See  "Aquila Power Corporation" in Item 1 of Part 1 of the  Form
10-K  for information relating to the complaint filed by Aquila Power
Corporation  (Aquila)  against Entergy Services,  as  agent  for  the
domestic  utility  companies,  alleging  that  the  domestic  utility
companies  improperly  reserved transmission  capacity  on  Entergy's
transmission system, resulting in the denial of Aquila's request  for
transmission service.  FERC issued an order in March 2000  responding
to  Aquila's  complaints.  While FERC found that  Entergy  improperly
reserved  transmission capacity in the past, FERC determined  it  did
not  have authority to order monetary damages, and that refunds  were
not  appropriate  under  the circumstances.   Entergy  has  requested
rehearing of certain parts of FERC's ruling.

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

      See  "Ratepayer Lawsuits" in Item 1 of Part I of the Form  10-K
for  a  discussion of the lawsuits filed by ratepayers with the LPSC,
the  Council, and in Louisiana state courts in Orleans and East Baton
Rouge Parishes.  See "Fuel Adjustment Clause Litigation" in Note 2 to
the  financial statements herein for developments that have  occurred
since the filing of the Form 10-K.

Franchise Service Area Litigation  (Entergy Gulf States)

      See "Franchise Service Area Litigation" in Item 1 of Part 1  of
the  Form  10-K  for  information relating to the  request  filed  by
Beaumont  Power and Light Company (BP&L) with the PUCT  to  obtain  a
certificate  of  convenience  and necessity  for  those  portions  of
Jefferson  County, Texas, outside the boundaries of any municipality,
except  for  the  city  of Beaumont, for which  Entergy  Gulf  States
provides retail electric service.  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.  No procedural schedule has been set.

Ice Storm Litigation  (Entergy Corporation and Entergy Gulf States)

      See  "Ice  Storm  Litigation" in Part I of the  Form  10-K  for
information relating to the lawsuit filed by a group of Entergy  Gulf
States  customers in Texas 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.
On  March 14, 2000, an appellate court affirmed the district  court's
decision  to  certify  the class.  Entergy has  filed  a  motion  for
rehearing.

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

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


Item 5.  Other Information

Earnings  Ratios   (Entergy Arkansas, Entergy  Gulf  States,  Entergy
Louisiana,  Entergy  Mississippi, Entergy  New  Orleans,  and  System
Energy)

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

                         Ratios of Earnings to Fixed Charges
                                 Twelve Months Ended
                                December 31,              March 31,
                      1995  1996   1997    1998   1999      2000

Entergy Arkansas      2.56  2.93   2.54   2.63    2.08      2.48
Entergy Gulf States   1.86  1.47   1.42   1.40    2.18      2.16
Entergy Louisiana     3.18  3.16   2.74   3.18    3.48      3.39
Entergy Mississippi   2.92  3.40   2.98   3.04    2.44      2.48
Entergy New Orleans   3.93  3.51   2.70   2.59    3.00      3.38
System Energy         2.07  2.21   2.31   2.52    1.90      2.37

                         Ratios of Earnings to Combined Fixed Charges
                                  and Preferred Dividends
                                    Twelve Months Ended
                                    December 31,             March 31,
                         1995  1996   1997    1998   1999      2000

Entergy Arkansas         2.12  2.44   2.24   2.28    1.80      2.14
Entergy Gulf States (a)  1.54  1.19   1.23   1.20    1.86      1.85
Entergy Louisiana        2.60  2.64   2.36   2.75    3.09      3.01
Entergy Mississippi      2.51  2.95   2.69   2.73    2.18      2.22
Entergy New Orleans      3.56  3.22   2.44   2.36    2.74      3.05

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


Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

    4(a) -   Fifty-fifth Supplemental Indenture, dated as of March  1,
             2000,  to  Entergy Arkansas' Mortgage and Deed of  Trust,
             dated as of October 1, 1944.

    27(a) -  Financial  Data  Schedule  for  Entergy  Corporation  and
             Subsidiaries as of March 31, 2000.

    27(b) -  Financial Data Schedule for Entergy Arkansas as of  March
             31, 2000.

    27(c) -  Financial  Data Schedule for Entergy Gulf  States  as  of
             March 31, 2000.

    27(d) -  Financial Data Schedule for Entergy Louisiana as of March
             31, 2000.

    27(e) -  Financial  Data  Schedule for Entergy Mississippi  as  of
             March 31, 2000.

    27(f) -  Financial  Data Schedule for Entergy New  Orleans  as  of
             March 31, 2000.

    27(g) -  Financial Data Schedule for System Energy as of March 31,
             2000.

    99(a) -  Entergy  Arkansas' Computation of Ratios of  Earnings  to
             Fixed  Charges and of Earnings to Combined Fixed  Charges
             and Preferred Dividends, as defined.

    99(b) -  Entergy Gulf States' Computation of Ratios of Earnings to
             Fixed  Charges and of Earnings to Combined Fixed  Charges
             and Preferred Dividends, as defined.

    99(c) -  Entergy Louisiana's Computation of Ratios of Earnings  to
             Fixed  Charges and of Earnings to Combined Fixed  Charges
             and Preferred Dividends, as defined.

    99(d) -  Entergy  Mississippi's Computation of Ratios of  Earnings
             to  Fixed  Charges  and  of Earnings  to  Combined  Fixed
             Charges and Preferred Dividends, as defined.

    99(e) -  Entergy New Orleans' Computation of Ratios of Earnings to
             Fixed  Charges and of Earnings to Combined Fixed  Charges
             and Preferred Dividends, as defined.

    99(f) -  System  Energy's  Computation of Ratios  of  Earnings  to
             Fixed Charges, as defined.

**  99(g) -  Annual  Reports  on  Form  10-K of  Entergy  Corporation,
             Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
             Entergy  Mississippi,  Entergy New  Orleans,  and  System
             Energy  for  the  fiscal year ended  December  31,  1999,
             portions of which are incorporated herein by reference as
             described elsewhere in this document (filed with the  SEC
             in  File Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0-320, 0-
             5807, and 1-9067, respectively).

___________________________

Pursuant   to   Item  601(b)(4)(iii)  of  Regulation   S-K,   Entergy
Corporation  agrees  to furnish to the Commission  upon  request  any
instrument  with respect to long-term debt that is not registered  or
listed  herein  as an Exhibit because the total amount of  securities
authorized  under  such  agreement does not  exceed  ten  percent  of
Entergy Corporation and its subsidiaries on a consolidated basis.

 *   Reference  is  made to a duplicate list of  exhibits  being
     filed as a part of this report on Form 10-Q for the quarter
     ended  March  31, 2000, which list, prepared in  accordance
     with  Item  102  of Regulation S-T of the SEC,  immediately
     precedes the exhibits being filed with this report on  Form
     10-Q for the quarter ended March 31, 2000.

**   Incorporated herein by reference as indicated.

     (b)   Reports on Form 8-K

     Entergy Arkansas

           A  Current Report on Form 8-K, dated March  2,  2000,
           was  filed  with the SEC on March 3, 2000,  reporting
           information under Item 5. "Other Events".

     Entergy Corporation

           A  Current Report on Form 8-K, dated March 28,  2000,
           was  filed  with the SEC on March 31, 2000, reporting
           information under Item 5. "Other Events".


                              SIGNATURE


      Pursuant to the requirements of the Securities Exchange Act  of
1934, each registrant has duly caused this report to be signed on its
behalf  by  the undersigned thereunto duly authorized.  The signature
for  each  undersigned  company shall be deemed  to  relate  only  to
matters having reference to such company or its subsidiaries.


                         ENTERGY CORPORATION
                         ENTERGY ARKANSAS, INC.
                         ENTERGY GULF STATES, INC.
                         ENTERGY LOUISIANA, INC.
                         ENTERGY MISSISSIPPI, INC.
                         ENTERGY NEW ORLEANS, INC.
                         SYSTEM ENERGY RESOURCES, INC.


                                      /s/ Nathan E. Langston
                                      Nathan E. Langston
                              Vice President and Chief Accounting Officer
                                 (For each Registrant and for each as
                                   Principal Accounting Officer)


Date:  May 12, 2000