_________________________________________________________________________
                              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 September 30, 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 No.
                Offices and Telephone Number

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

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

1-27031         ENTERGY GULF STATES, INC.              74-0662730
                (a Texas corporation)
                350 Pine Street
                Beaumont, Texas  77701
                Telephone (409) 838-6631

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

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

0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)
                1600 Perdido Street, Building 505
                New Orleans, Louisiana 70112
                Telephone (504) 670-3674

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




       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 October 31, 2000
Entergy Corporation      ($0.01 par value)             219,596,299

      Entergy  Corporation, Entergy Arkansas, Inc., Entergy Gulf  States,
Inc.,  Entergy  Louisiana, Inc., Entergy Mississippi, Inc.,  Entergy  New
Orleans,  Inc.,  and System Energy Resources, Inc. separately  file  this
combined  Quarterly  Report on Form 10-Q.  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,  and  the
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000  and
June  30,  2000, 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,  consummation  of  the
business  combination with FPL Group, Inc., 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
                           September 30, 2000
                                                        Page Number

Definitions                                                 1
Management's Financial Discussion and Analysis -
 Significant Factors and Known Trends                       3
Management's Financial Discussion and Analysis -
 Liquidity and Capital Resources                           10
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                 18
     Consolidated Statements of Income                     25
     Consolidated Statements of Cash Flows                 26
     Consolidated Balance Sheets                           28
     Consolidated Statements of Retained Earnings
      and Comprehensive Income                             30
     Selected Operating Results                            31
  Entergy Arkansas, Inc.:
     Results of Operations                                 32
     Income Statements                                     36
     Statements of Cash Flows                              37
     Balance Sheets                                        38
     Selected Operating Results                            40
  Entergy Gulf States, Inc.:
     Results of Operations                                 41
     Income Statements                                     44
     Statements of Cash Flows                              45
     Balance Sheets                                        46
     Selected Operating Results                            48
  Entergy Louisiana, Inc.:
     Results of Operations                                 49
     Income Statements                                     52
     Statements of Cash Flows                              53
     Balance Sheets                                        54
     Selected Operating Results                            56
  Entergy Mississippi, Inc.:
     Results of Operations                                 57
     Income Statements                                     60
     Statements of Cash Flows                              61
     Balance Sheets                                        62
     Selected Operating Results                            64
  Entergy New Orleans, Inc.:
     Results of Operations                                 65
     Income Statements                                     67
     Statements of Cash Flows                              69
     Balance Sheets                                        70
     Selected Operating Results                            72
  System Energy Resources, Inc.:
     Results of Operations                                 73
     Income Statements                                     74
     Statements of Cash Flows                              75
     Balance Sheets                                        76
Notes to Financial Statements for Entergy Corporation
 and Subsidiaries                                          78
Part II:
  Item 1.  Legal Proceedings                               92
  Item 4.  Submission of Matters to a Vote of
            Security Holders                               93
  Item 5.  Other Information                               94
  Item 6.  Exhibits and Reports on Form 8-K                94
Signature                                                  97




                               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)
APSC                     Arkansas Public Service Commission
Board                    Board of Directors of Entergy Corporation
BPS                      British pounds sterling
Cajun                    Cajun Electric Power Cooperative, Inc.
Capital Funds Agreement  Agreement,  dated  as  of  June  21,  1974,   as
                         amended,  between  System  Energy  and   Entergy
                         Corporation, and the assignments thereof
CitiPower                CitiPower Pty., an electric distribution company
                         serving  Melbourne,  Australia  and  surrounding
                         suburbs, which was acquired by Entergy effective
                         January   5,  1996,  and  was  sold  by  Entergy
                         effective December 31, 1998
Council                  Council of the City of New Orleans, Louisiana
domestic utility
 companies               Entergy  Arkansas, Entergy Gulf States,  Entergy
                         Louisiana, Entergy Mississippi, and Entergy  New
                         Orleans, collectively
EPA                      United States Environmental Protection Agency
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                     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
FPL Group                FPL  Group,  Inc.,  a  Florida  corporation  and
                         parent company of Florida Power & Light Company
Grand Gulf 1             Unit  No. 1 of the Grand Gulf Nuclear Generation
                         Plant
Independence             Independence  Steam  Electric  Station   (coal),
                         owned  16%  by Entergy Arkansas, 25% by  Entergy
                         Mississippi, and 7% by Entergy Power
London Electricity       London  Electricity  plc - a  regional  electric
                         company  serving  London,  England,  which   was
                         acquired by Entergy effective February 1,  1997,
                         and  was  sold by Entergy effective December  4,
                         1998
LPSC                     Louisiana Public Service Commission
Merger                   The business combination transaction pursuant to
                         which  the  outstanding shares of FPL Group  and
                         the  outstanding  shares of Entergy  Corporation
                         will be converted into the right to receive 1.00
                         and 0.585 shares, respectively, of a new company
Merger Agreement         Agreement and Plan of Merger dated July 30, 2000
                         by  and  between FPL Group, Entergy Corporation,
                         WCB   Holding  Corporation,  Ranger  Acquisition
                         Corporation and Ring Acquisition Corporation
MPSC                     Mississippi Public Service Commission
MW                       Megawatt(s)




Abbreviation or Acronym       Term

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
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
Unit Power Sales
 Agreement               Agreement, dated as of June 10, 1982, as amended
                         and  approved  by FERC, among Entergy  Arkansas,
                         Entergy  Louisiana, Entergy Mississippi, Entergy
                         New  Orleans, and System Energy, relating to the
                         sale of capacity and energy from System Energy's
                         share of Grand Gulf 1
Waterford 3              Unit No. 3 (nuclear) of the Waterford Plant
White Bluff              White  Bluff Steam Electric Generating  Station,
                         57% owned by Entergy Arkansas




                  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 updates to  the  information  contained
therein.

Business Combination with FPL Group

     On  July 30, 2000, Entergy Corporation and FPL Group entered into  a
Merger Agreement providing for a business combination that results in the
creation  of  a new company.  Each outstanding share of FPL Group  common
stock  will be converted into the right to receive one share of  the  new
company's common stock, and each outstanding share of Entergy Corporation
common stock will be converted into the right to receive 0.585 of a share
of  the  new  company's common stock.  It is expected  that  FPL  Group's
shareholders will own approximately 57% of the common equity of  the  new
company  and  Entergy's  shareholders will own  approximately  43%.   The
initial  board  of  directors of the new company will  consist  of  eight
directors  designated  by  FPL Group and seven  directors  designated  by
Entergy.   The new company will be given a new name that will  be  agreed
upon  between  the Boards of Directors of FPL and Entergy  prior  to  the
consummation of the Merger.  The new company will maintain its  principal
corporate  offices  and  headquarters in Juno Beach,  Florida,  and  will
maintain its utility headquarters in New Orleans, Louisiana.  The  Merger
Agreement  generally allows Entergy to continue business in the  ordinary
course consistent with past practice and contains certain restrictions on
Entergy's  capital activities, including restrictions on the issuance  of
securities, capital expenditures, dispositions, incurrence or guarantee of
indebtedness, and trading or marketing of energy.  Entergy generally will
be permitted to take actions pursuant to restructuring legislation in the
domestic  utility companies' jurisdictions of operation and to reorganize
its  transmission business.  Under certain circumstances, if  the  Merger
Agreement is terminated, a termination fee of $215 million may be payable
by  one  of  the  parties.   Both the FPL Group  and  Entergy  Boards  of
Directors  unanimously  approved the Merger.  The Merger  is  conditioned
upon, among other things, approvals of the shareholders of FPL Group  and
Entergy  and  the  receipt of required regulatory  approvals  of  various
local,  state, and federal regulatory agencies and commissions, including
the  SEC  and  FERC.  Entergy and FPL Group will seek to  consummate  the
Merger by late 2001.

    The Joint Proxy/Prospectus of Entergy and FPL Group dated November 7,
2000 has been declared effective by the SEC and mailing to the respective
shareholders of FPL and Entergy commenced on November 9, 2000.  FPL Group
and  Entergy  will  each  hold  a  special meeting of its shareholders on
December 15, 2000 to consider and  vote  upon the proposal to approve the
Merger.

     In  September 2000, Entergy and FPL Group announced plans to form  a
joint  venture between FPL Energy and Entergy Wholesale Operations (EWO),
to  be  named at a later date.  Each company will have a 50% interest  in
the  joint  venture  and  retain their respective  ownership  of  current
operating  plants and late-stage development projects, along  with  their
current  operations personnel.  The joint venture will preside  over  new
and  early-stage development projects, pursue acquisitions for fossil and
nuclear  assets,  and  provide business management, finance,  accounting,
trading,  engineering,  and construction management  services  on  assets
retained by FPL Energy and EWO and on any new assets jointly acquired  or
developed  by  the joint venture. The joint venture is currently  in  the
planning  stage.  Upon completion of the merger of FPL Group and Entergy,
the  operations of the joint venture are expected to be combined into one
wholly-owned subsidiary.



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                  SIGNIFICANT FACTORS AND KNOWN TRENDS


Domestic Transition to Competition

State Regulatory and Legislative Activity

Arkansas

      In April 1999, the Arkansas legislature enacted a law providing for
competition  in the electric utility industry through retail open  access
on  January 1, 2002.  When retail open access is achieved, the generation
operations  will  become  a competitive business,  but  transmission  and
distribution  operations will continue to be regulated.  Under  the  law,
the  APSC may delay implementation of retail open access, but not  beyond
June  30, 2003.  In October 2000, Entergy joined with the APSC Staff  and
several other interested parties and recommended to the APSC that  retail
open access be delayed so that it begins no sooner than October 2003  and
no later than October 2005.  The recommendation was made in response to a
request from the APSC, which is concerned that the current timeline is no
longer  feasible.  The new proposal requires legislative approval because
it  extends  the  timeline  beyond the terms of  the  current  law.   The
Arkansas Legislature convenes its next session in January 2001.

     The  implementation of the Arkansas retail open access  law  through
rulemakings and company filings is ongoing.  Rulemakings associated  with
energy  service  provider licensing rules and affiliate rules  have  been
completed.  In June 2000, the APSC declared that billing would  become  a
competitive  service  at the beginning of retail  open  access.   Entergy
Arkansas filed a functional, but not corporate, unbundling plan with  the
APSC  on  August  8,  2000.   The functional  unbundling  plan  initially
establishes separate business units for distribution, generation,  and  a
new  retail energy service provider.  The plan contemplates the  transfer
of  transmission  assets to the Transco discussed in the  Form  10-K  and
herein  in  "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT
FACTORS  AND KNOWN TRENDS".  The functional unbundling plan is  tentative
because  the regulatory requirements to implement the retail open  access
law have not been finalized, and changes to the plan are possible.

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, as required by the Texas restructuring legislation,
Entergy Gulf States filed a business separation plan with the PUCT, which
was  amended  in  June 2000.  The plan provides that,  by  January  2002,
Entergy Gulf States will be divided into a Texas distribution company,  a
Texas  transmission company, a Texas generation company, a  Texas  retail
electricity  provider,  and  a  Louisiana  company  that  will  encompass
distribution, generation, transmission, and retail operations.   In  July
2000,  the  PUCT issued an interim order to approve the amended  business
separation  plan.   The  plan provides that the Louisiana  company  would
retain the liability for all debt obligations of Entergy Gulf States  and
that  the property of the Texas companies would be released from the lien
of  Entergy  Gulf  States' mortgage.  Each of  the  Texas companies would
assume  a  portion  of  Entergy  Gulf States'  debt  obligations,   which
assumptions would not act to release the Louisiana company's obligations.
Each  of  the Texas companies would also grant a lien on their properties
 in favor of  the  Louisiana  company  to  secure  its obligations to the
Louisiana  company in respect of the assumed obligations.   In  addition,
under  the  plan Entergy Gulf States will refinance or retire  the  Texas
companies'  portion  of existing debt through 2004.  Regulatory approvals



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                  SIGNIFICANT FACTORS AND KNOWN TRENDS


from FERC, the SEC, and the LPSC  will be required  before  the  business
separation  plan  can  be  implemented.   Remaining   business separation
issues  in  Texas  will  be  addressed  in the cost unbundling proceeding
before the PUCT.  The LPSC has opened a docket to identify the changes in
corporate structure of Entergy Gulf  States,  and  their potential impact
on Louisiana retail ratepayers, resulting from restructuring in Texas and
Arkansas.  Entergy Gulf States  filed  testimony  in  that  proceeding in
August 2000. The LPSC staff filed testimony in that proceeding in October
2000  criticizing  Entergy  Gulf  States' proposal, particularly the part
related  to  the  Texas  portion   of generation assets being transferred
to an unregulated entity.   Hearings are scheduled for February 2001.

     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 is seeking  a
higher  return in its separated cost filing.  A procedural  schedule  for
the  case  has  been established, calling for a hearing in January  2001.
Management  cannot predict the outcome of this proceeding.  In connection
with  unbundled cost filings made by all Texas investor owned  utilities,
the  PUCT  opened  a  "generic docket" to determine issues  that  may  be
resolved  on  an industry-wide basis, including incentive  mechanisms  to
enhance  the  authorized  rate of return, before the  individual  utility
hearings  begin.  The PUCT has ruled against the generic use of incentive
returns, and has converted the incentive mechanism portion of the  docket
into a proceeding on the generic use of capital structures and return  on
equity.   See  Note 2 to the financial statements for further information
on the March 31, 2000 filing.

     In  October  2000,  the  Provider of Last  Resort  (POLR)  rule  was
approved by the PUCT, requiring that such a provider exist in every  area
of  the state and setting up the process by which such a provider will be
selected and its services priced.  The PUCT will accept bids from parties
seeking to become the POLR in each area, with a preference that the  POLR
not  be  the  incumbent utility in the area.  However, depending  on  the
outcome  of  the bidding process, Entergy Gulf States may be required  to
provide  POLR service in its service territory.  This may have a material
financial  impact  on  the Entergy Gulf States retail  electric  provider
depending  on  the terms and prices eventually approved by the  PUCT  for
POLR service.

Mississippi

      In  May  2000,  after two years of studies and hearings,  the  MPSC
announced that it was suspending its docket studying the opening  of  the
state's  retail electricity markets to competition.  The MPSC  based  its
decision  on its finding that competition could raise the electric  rates
paid  by  residential and small commercial customers.  The final decision
ultimately lies with the Mississippi Legislature, which convenes its 2001
session in January.

New Orleans

      In  October 1998, the Council established a procedural schedule  to
determine  if  natural gas retail competition is in the public  interest.
In  April 1999, Entergy New Orleans filed a plan that would allow for gas
retail  open  access  in New Orleans.  The plan outlines  the  conditions
under  which  Entergy New Orleans could support gas  retail  open  access
should the Council find it in the public interest.  Hearings were held on
retail competition for gas service in November 1999.  The advisors to the
Council  have issued a final report that proposes various pilot  programs
and  finds  that retail gas open access is not in the public interest  at
this time.  The Council accepted an offer of settlement from Entergy  New
Orleans  in this matter that allows for a voluntary pilot program  for  a
limited number of large industrial non-jurisdictional gas customers.




                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                  SIGNIFICANT FACTORS AND KNOWN TRENDS


Federal Regulatory Activity

Proposed System Agreement Amendments

      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  Texas  and
Arkansas, where Entergy Gulf States and Entergy Arkansas provide  utility
service,  and to protect Entergy's Louisiana customers from  any  adverse
impact  that may occur due to the introduction of such retail competition
in some jurisdictions but not others.  The LPSC and the Council requested
that  FERC  immediately institute a proceeding to permit  changes  to  be
adopted prior to January 1, 2002, and requested, 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 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  requested  that
FERC  require  Entergy  to  provide wholesale power  contracts  to  these
companies  to satisfy their energy requirements at costs no  higher  than
would have been incurred if retail competition were not implemented.  The
LPSC  and the Council requested that the relief be made available for  at
least  eight  years  after implementation of retail  competition  or  the
withdrawal  of Entergy Arkansas and Entergy Gulf States from  the  System
Agreement,  or  until retail access is implemented in Louisiana  and  New
Orleans.   In  addition, among other things, the  LPSC  and  the  Council
asserted in their complaint that:

    o  unless  the  requested  relief is granted,  the  restructuring
       legislation adopted in Texas and Arkansas, to the extent such
       legislation requires, or has the effect of, altering the rights
       of parties under the System Agreement, will 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 a right of first refusal from the System Agreement,
       would violate the Federal Power Act and constitute a breach of the
       System Agreement.

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

     o cessation of participation in all aspects of the System Agreement,
       other than those related to transmission equalization, for any
       jurisdictional division of a domestic utility operating in a
       jurisdiction that initiates retail open access;
     o certain sections of the System Agreement will no longer apply to
       the sales of generating capacity, whether through the sale of the
       asset or the output thereof, by a domestic utility operating in a
       jurisdiction that has established a date by which it will implement
       retail access; and
     o modification of the service schedule developed to track changes in
       energy costs resulting from the Entergy-Gulf States Utilities merger
       to include one final true-up of fuel costs upon cessation of one
       company's participation in the System Agreement, after which the
       service schedule will no longer be applicable for any purpose.

     Entergy  believes  that  the proceedings relating  to  the  proposed
amendments  serve  as a response to the complaint by  the  LPSC  and  the
Council  and  anticipates that the proceedings will be consolidated.   In
response to Entergy's proposal, the LPSC and the Council  have  requested



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                  SIGNIFICANT FACTORS AND KNOWN TRENDS


that FERC dismiss the proposed amendments and proceed with the  complaint
proceedings.   Several  other  parties  have  also  intervened   in   the
proceeding.   In the event that the proceedings relating to the  proposed
amendments  proceed,  the LPSC and the Council  have  asserted  that  the
charges  to  the  domestic utility companies under the Unit  Power  Sales
Agreement  need to be reconsidered.  Entergy has requested  an  expedited
hearing  on  the  proposed amendments and a final  decision from FERC  by
October  1, 2001.  A procedural schedule has been established,  with  the
hearing  beginning in February 2001 and an initial decision scheduled  by
the  end  of  May 2001.  Neither the timing, nor the ultimate outcome  of
these proceedings at FERC, can be predicted at this time.

      See  "Part I, Item 1, RATE MATTERS AND REGULATION" in the Form 10-K
for  a  discussion of the complaint filed by the LPSC seeking to  exclude
curtailable load from the cost allocation determination under the  System
Agreement.   That proceeding has now been consolidated for  hearing  with
the System Agreement proceeding described above and will be heard by FERC
in February 2001.

     For  a  discussion  of FERC's July 2000 order in the  System  Energy
proposed   rate  increase  proceeding,  see  Note  2  to  the   financial
statements.

Open Access Transmission and Entergy's Transco Proposal

      See  "Open  Access Transmission and Entergy's Transco Proposal"  in
"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND
KNOWN  TRENDS"  in  the Form 10-K for a discussion of Entergy's  proposed
Transco.   In  October 2000, in compliance with FERC Order 2000,  Entergy
made a filing with FERC that requested:

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

In  return for transferring their transmission assets to the Transco, the
domestic  utility companies will receive passive ownership  interests  in
the  Transco,  which will be a limited liability company.   The  managing
member  of the Transco will be a separate corporation with an independent
board of directors.

      Entergy intends to file in December 2000 for FERC approval  of  the
transmission  tariff for service across the Transco's facilities.   Under
its  planned  timeline, Entergy expects to have the necessary  regulatory
approvals  for  the  Transco  by the third  quarter  of  2001,  with  the
transmission   asset  transfers  occurring  before  independent   Transco
operations begin on December 15, 2001.

State and Local Rate Regulation

      The  domestic utility companies' retail and wholesale rate  matters
and other regulatory proceedings are discussed more thoroughly in Note  2
to the financial statements herein and in the Form 10-K.

      In  June 2000, the LPSC approved a settlement between Entergy  Gulf
States  and the LPSC staff to refund $83 million resolving refund  issues
in  Entergy  Gulf  States' second, third, fourth, and  fifth  post-Merger
earnings  reviews filed with the LPSC relating to the period  January  1,
1994 through December 31, 1997.  This refund, for which adequate reserves
had  previously  been  recorded,  was  made  over  a  three-month  period
beginning July 2000.  In May 2000, Entergy Gulf States filed its  seventh



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                  SIGNIFICANT FACTORS AND KNOWN TRENDS


required post-Merger earnings  analysis  with the LPSC.  This filing will
be subject to review  by the LPSC and may  result  in  a change in rates.
Entergy Gulf States also is proposing  that the  allowed return on common
equity be increased from 10.95% to 11.60%. A schedule for this proceeding
has been established by  the  LPSC and hearings will begin in March 2001.
In May 2000, the LPSC  ordered  Entergy Louisiana to refund an additional
$6.4 million  based  on its fourth  annual  performance-based  rate  plan
filed with the LPSC in April  1999  for  the 1998 test year.  The refund,
for which an adequate reserve had previously been  recorded,  occurred in
July 2000.  In May 2000,  Entergy  Louisiana submitted  its  fifth annual
performance-based  rate  plan filing for the 1999 test year.  As a result
of this filing, Entergy  Louisiana  implemented a $24.8 million base rate
reduction in August 2000.   Entergy Louisiana  is  proposing  to increase
prospectively the allowed  return  on common  equity from 10.5% to 11.6%,
which, if approved, would reduce  the amount  of the rate reduction. This
filing will be subject to review  by the LPSC.  A procedural schedule has
not yet been established by the LPSC in this proceeding.

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  any  of
Entergy's jurisdictions, the regulated operations of the domestic utility
companies and System Energy continue to apply SFAS 71.

     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, respectively.  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.  The
outcome  of  the Texas and Arkansas stranded cost proceedings  cannot  be
predicted  at  this  time  and will depend upon a  number  of  variables,
including   the  timing  of  stranded  cost  determination,  the   values
attributable to certain strandable assets, and the assumptions concerning
future market prices for electricity.

     In  June 2000, Entergy Arkansas filed an application to continue the
stranded  cost  mitigation efforts agreed upon  in  the  1997  settlement
agreement  approved  by the APSC.  These mitigation efforts  include  the
funding  of  a  transition cost account with excess  earnings  to  offset
future  stranded  costs  and  the  accelerated  amortization  of  Entergy
Arkansas'  share of the Grand Gulf purchased power obligation  under  the
Unit Power Sales Agreement.  The filing included an updated stranded cost
estimate  intended to support Entergy Arkansas' recommendation  that  the
mitigation efforts continue.  The filing presents an estimated  range  of
stranded  costs  based upon the comparison of possible  generation  asset
market  values  to  the  generation assets' book values  and  contractual
obligations.  The range of possible generation asset market  values  used
in  the  estimate was determined using generation asset sales from  other
jurisdictions.   In  rebuttal  testimony filed  by  Entergy  Arkansas  in
November 2000, the estimated stranded costs in Arkansas was updated to  a
range of $227.8 million to $1.58 billion.

     Entergy Gulf States included an estimate of its Texas stranded costs
in  its  March 31, 2000 separated costs filing with the PUCT.  Using  the
model  established  by the PUCT staff, Entergy Gulf States'  estimate  of
Texas  stranded costs is $117.2 million.  An updated estimate  of  $119.3
million  was  filed  in August 2000 to reflect recent  rulings  regarding
stranded  cost issues in the open "generic docket" at the PUCT.   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
decommissioning costs, which remain obligations of the regulated utility.
The  Texas  cost  filing  is  discussed  more thoroughly in Note 2 to the
financial statements.



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                  SIGNIFICANT FACTORS AND KNOWN TRENDS



Market Risks Disclosure

      In  May  2000,  to  mitigate currency exchange rate  risk,  Entergy
entered  into  separate foreign currency forward contracts to  hedge  the
U.S.  dollar equivalent amounts of its net equity investments to be  made
in  the Saltend and Damhead Creek projects located in the United Kingdom.
The  forward  contracts are in the notional amounts of BPS48 million  and
BPS36.1 million for Saltend and Damhead Creek, respectively.  The forward
contract for Saltend matured in July 2000 when the equity investment  was
made and locked in an average spot rate of $1.48338 to BPS1.  The forward
contract for Damhead Creek, which was rolled over in October 2000, locked
in  an  average  spot rate of $1.45000 to BPS1, and matures  in  December
2000.   The  banks  obligated on these forward  contracts  are  rated  by
Standard  &  Poor's Rating Services at A-1 or above on  their  short-term
obligations.

      During  2000, Entergy's global power  development  business entered
into 10-year interest rate swap agreements with an average  fixed rate of
6.539% for approximately 100%  of the debt outstanding under  the Damhead
Creek bridge and  term loan  portion of  the senior credit facility.  The
global  power  development  business  is  exposed  to market  risks  from
movements  in interest rates for the hedged portion of the debt  only  in
the  unlikely  event that the counter-parties to the interest  rate  swap
agreements  were  to default on contractual payments.  At  September  30,
2000, Entergy's global power development business had interest rate  swap
agreements  outstanding totalling a notional amount  of  $415.2  million.
Under  the  senior credit facility and the subordinated credit  facility,
the   ability   of  the  global  power  development  business   to   make
distributions of dividends, loans, or advances to Entergy Corporation  is
restricted  by,  among  other things, the requirement  to  pay  permitted
project  costs,  make debt repayments, and maintain cash  reserves.   See
Note  7  to  the  financial  statements in  the  Form  10-K  for  further
discussion of the financing of the Damhead Creek project.

New Accounting Pronouncement

      In  June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities," which will be effective for  Entergy
in  2001.  See Note 8 to the financial statements for a discussion of the
expected effect of this pronouncement on Entergy.




                  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 nine months  ended
September 30, 2000 and 1999 was as follows:

                Company               2000          1999
                                        (In Millions)

       Entergy                     $1,174.4      $1,008.7
       Entergy Arkansas              $202.3        $231.3
       Entergy Gulf States           $161.8        $215.0
       Entergy Louisiana             $214.5        $307.5
       Entergy Mississippi            ($4.2)       $103.3
       Entergy New Orleans            $10.2         $47.3
       System Energy                 $372.2        $126.2

     Entergy's consolidated cash flow from operations increased primarily
due   to   its   competitive  businesses  providing  $164.7  million   to
consolidated operating cash flow compared with providing $2.9 million for
the  nine  months  ended September 30, 2000 and 1999, respectively.   The
increase is attributable to the following:

     o an increase in net income from the operations of Pilgrim resulting
       in an increase of $36.2 million in operating cash flow;
     o higher  net income achieved by the power marketing and trading
       business, which resulted in an additional $38.4 million of operating
       cash flow compared to the same period in 1999; and
     o net income generated by the global power development business in
       2000 compared with a net loss in 1999 resulting in an increase  in
       operating cash flow of $72.0 million.

Pilgrim was purchased in July 1999 and provided operating cash flow  only
for  the  three  months ended September 30, 1999 compared with  providing
operating  cash flow for the nine months ended September 30,  2000.   The
increase  in  net  income from the global power development  business  is
mainly  attributable  to  liquidated  damages  received  by  the  Saltend
contractor,  as  discussed below in "RESULTS OF  OPERATIONS,  Competitive
Businesses".


                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                     LIQUIDITY AND CAPITAL RESOURCES


      The  operating  cash  flows of the domestic utility  companies  and
System  Energy were affected by money pool activity for the  nine  months
ended September 30, 2000.  The domestic utility companies' operating cash
flows  decreased,  in part, as a result of the use of a  portion  of  the
proceeds  from debt issuances in 2000 to pay down payables to  the  money
pool as follows:

               Entergy Arkansas         $30.5 million
               Entergy Gulf States      $36.1 million
               Entergy Louisiana        $91.5 million
               Entergy Mississippi      $43.2 million
               Entergy New Orleans      $ 6.7 million

System  Energy's operating cash flow increased primarily due to payments
of  $144.5 million received on its money pool receivable from affiliated
companies.

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

      Operating cash flows for the domestic utility companies  also  were
negatively  affected by increased use of cash related  to  deferred  fuel
costs.

      Entergy  Gulf  States'  operating cash  flow  also  was  negatively
affected by refunds of $83 million paid to Louisiana customers during the
three  months  ended September 30, 2000 as a result of  earnings  reviews
settled  with  the LPSC, as discussed further in "MANAGEMENT'S  FINANCIAL
DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS" and  Note
2 to the financial statements.

Investing Activities

     Net  cash used in investing activities increased for the nine months
ended  September  30,  2000  due to increased construction  expenditures,
decreased  proceeds from sales of businesses, and decreased net  proceeds
from maturities of other temporary investments.

     The increased construction expenditures were primarily due to:

     o spending on customer service and reliability improvements by the
       domestic utility companies;
     o costs incurred for replacement of the steam generators at ANO 2; and
     o construction of the Saltend and Damhead Creek power plants  by
       Entergy's global power development business.

     The following items also contributed to the overall increase in cash
used:

     o the maturity of notes receivable in August 1999 when only a portion
       of the proceeds were reinvested in other temporary investments; and
     o payments made by Entergy's global power development business in 2000
       for turbines.

     Partially  offsetting  the overall increase  in  cash  used  is  the
maturity of other temporary investments and proceeds from the sale of the
Freestone power project in 2000.



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                     LIQUIDITY AND CAPITAL RESOURCES


Financing Activities

      Net cash used in financing activities decreased for the nine months
ended September 30, 2000 primarily due to:

     o a lower amount of long-term debt retirements;
     o the issuance of debt by the domestic utility companies;
     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 lower amount of repayments on the Entergy Corporation credit
       facility.

Partially  offsetting the overall decrease in cash used was the increased
repurchase  of  Entergy Corporation common stock and  the  redemption  of
Entergy Gulf States' preference stock in 2000.

Business Combination with FPL Group

      Entergy Corporation and FPL Group entered into the Merger Agreement
on July 30, 2000.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS  -
SIGNIFICANT  FACTORS AND KNOWN TRENDS" for a description of  the  Merger.
The Merger Agreement generally allows Entergy to continue business in the
ordinary  course  consistent  with past  practice  and  contains  certain
restrictions  on  Entergy's  activities, including  restrictions  on  the
issuance of securities, capital expenditures, dispositions, incurrence or
guarantee  of indebtedness, and trading or marketing of energy.   Entergy
does  not  believe  that  these  covenants  will  constrain  its  capital
investment plan.  Under certain circumstances, if the Merger Agreement is
terminated, a termination fee of $215 million may be payable  by  one  of
the  parties.   In  addition, under the terms of  the  Merger  Agreement,
Entergy  will use its commercially reasonable efforts to purchase through
open  market transactions $430 million of its common stock prior  to  the
closing of the Merger.

Capital Resources

     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.

     Entergy requires capital resources for:

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

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 CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                     LIQUIDITY AND CAPITAL RESOURCES


Sources of Capital

     All of the domestic utility companies have issued debt in 2000.  The
net  proceeds  of these issuances have been or will be used  for  general
corporate  purposes  including capital expenditures,  the  retirement  of
short-term  indebtedness, and, in the case of Entergy  Gulf  States,  the
mandatory redemption of preference stock.  The domestic utility companies
and System Energy expect to continue refinancing or redeeming higher cost
debt  and  preferred  stock  prior  to maturity,  to  the  extent  market
conditions and interest and dividend rates are favorable. See Note  4  to
the financial statements for details regarding issuances of debt in 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  may  also  establish
special  purpose trusts or limited partnerships as financing subsidiaries
for the purpose of issuing preferred securities.

      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
September  30,  2000,  only  Entergy Arkansas, Entergy  Mississippi,  and
Entergy  New Orleans had borrowings outstanding from the money  pool,  in
the   amounts   of  $10.1  million,  $6.8  million,  and  $2.9   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
$117.4  million  of  outstanding borrowings from the  money  pool  as  of
September  30, 2000.  Some of these borrowings are restricted as  to  use
and are collateralized by certain assets.

      In  May  2000, Entergy Corporation amended its 364-day bank  credit
facility,  increasing  the capacity from $250 million  to  $500  million.
Borrowings  from  this  credit facility were used for  general  corporate
purposes,  for working capital needs, and to repay the $120 million  364-
day  term  loan  discussed  in  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND
ANALYSIS  -  LIQUIDITY AND CAPITAL RESOURCES" in the Form 10-K.    As  of
September  30,  2000,  Entergy had no borrowings  outstanding  under  the
credit facility.

Uses of Capital

Global Power Development Business

     Entergy's   global   power   development   business   is   currently
constructing  two  combined-cycle  gas  turbine  merchant  power  plants,
Saltend  and  Damhead Creek, in the UK.  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.  Saltend was originally scheduled for commercial operation
in  January 2000, but is now expected to be completed by the end of 2000.
The   engineering,  procurement,  and  construction  contract  with   the
construction  contractor  and  the  turbine  manufacturer  provides   for
liquidated  damages to be paid to Entergy for lost operating  margin  and
incremental costs.  For the nine months ended September 30, 2000, Entergy
recorded  liquidated damages for lost operating margin  of $55.1  million
($38.6 million net of tax).



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                     LIQUIDITY AND CAPITAL RESOURCES



     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.  In the sale of the Freestone power project, Entergy sold
the  rights  to acquire four of the GE7FA turbines and two of  the  steam
turbines.

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

Non-Utility Nuclear Business

     In  March  2000,  Entergy's non-utility nuclear business  signed  an
agreement,  subject  to regulatory approvals, to purchase  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.  In September 2000,
approval  was  obtained from FERC for the purchase of these  two  nuclear
power plants.  The NRC is the only regulatory body whose approval of  the
sale  is  still  pending.  Management expects to  close  the  acquisition
during the fourth quarter of 2000.  Entergy will pay NYPA $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.  Pursuant to the terms of the agreement with  NYPA,
the  installment  payments due by Entergy to NYPA must be  secured  by  a
letter of credit from an eligible financial institution.  This letter  of
credit  may  be secured,  in  whole  or in part, by an Entergy guarantee.
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.  Entergy will also pay  NYPA
$2.5  million  annually, for up to twenty years  if  the  NRC  grants  an
extension  of  the  current nuclear operating licenses for  the  acquired
plants.   These payments would commence on the first anniversary  of  the
expiration  of  the  respective  current  licenses  and  would   continue
throughout the extension period.

      In December 1999, Entergy's non-utility nuclear business 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 fourth  quarter  of
2000.


                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                     LIQUIDITY AND CAPITAL RESOURCES


Entergy  expects to participate in the bidding to acquire the  Nine  Mile
plants, or will seek a contract to lease and operate them.

      In November 2000, Entergy's non-utility nuclear business signed  an
agreement  with  Consolidated Edison (Con Edison) for the acquisition  of
Con  Edison's 957 MW Indian Point 2 nuclear power plant (IP2) located  in
Westchester  County,  New York.  Entergy will pay $600 million in cash at
the closing of the purchase and will receive the plant, nuclear fuel, and
other assets, including a purchase power agreement  (PPA).  On the second
anniversary of the IP2 acquisition, Entergy's nuclear business will  also
begin  to  pay  the  NYPA $10 million per year for  up  to  10  years  in
accordance  with the Indian Point 3 purchase agreement.  Under  the  PPA,
Con  Edison  will purchase 100% of IP2's output for an average  price  of
$39/MWh  through  2004.   Con Edison will also transfer  a  $430  million
decommissioning trust fund, along with the liability to decommission  IP2
and Indian Point 1, to Entergy's nuclear business.  Management expects to
close  the acquisition by mid-2001, pending the approvals of the  Nuclear
Regulatory Commission, the New York Public Service Commission, and  other
regulatory agencies.

Joint Ventures

     In  May 2000, Entergy and Koch Industries, Inc. agreed to form 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  approximately  $350
million in cash.  Koch Industries, Inc. will contribute  to  the  venture
its 10,000-mile Koch Gateway Pipeline,  gas storage  facilities including
the  Bistineau  storage  facility   near  Shreveport, Louisiana, and Koch
Energy  Trading,  which  markets  and  trades  electricity,  gas, weather
derivatives  and  other  energy-related  commodities  and  services.  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 near the end of 2000 or early in 2001.

      In  September  2000,  Entergy and The  Shaw  Group  Inc.  signed  a
definitive  agreement  to  form  a  joint  venture  that  will  be  named
EntergyShaw,  L.L.C.   EntergyShaw will provide management,  engineering,
procurement, construction, and commissioning services for electric  power
plants.   EntergyShaw  plans to operate in the rapidly  growing  electric
power generation market, including providing services for Entergy's power
development plans in North America and Europe.  EntergyShaw is developing
a  market-driven reference plant design that is expected to reduce  power
plant  capital  costs  significantly, while also  reducing  construction,
commissioning, and operating risks.  Entergy and Shaw will each own a 50%
interest  in  the  joint venture.  Entergy does  not  expect  to  make  a
material capital contribution to this joint venture.

Restriction on Uses of Capital

      Entergy's  ability  to  invest in domestic and  foreign  generation
businesses  is  subject  to  the SEC's regulations  under  PUHCA.   These
regulations  limit the total amount that Entergy may invest  in  domestic
and  foreign  generation  businesses  to  50%  of  consolidated  retained
earnings at the time an investment is made.  In June 2000, the SEC issued
an  order that allows Entergy's EWG and FUCO investments to increase from
50%  to  100%  of  Entergy's consolidated retained  earnings.   Entergy's
ability to guarantee obligations of its non-utility subsidiaries is  also
limited  by SEC regulations under PUHCA.  In August 2000, the SEC  issued
an  order,  effective through December 31, 2005, that allows  Entergy  to
issue  up  to  $2  billion  of guarantees to its  non-utility  companies,
excluding guarantees outstanding as of that date that were issued under a
previous order.

     Under  PUHCA,  the SEC imposes a limit equal to 15% of  consolidated
capitalization  on  the amount that may be invested  in  "energy-related"
businesses  without specific SEC approval.  Entergy has made  investments
in  energy-related  businesses, including power  marketing  and  trading.
Entergy's  available capacity to make additional investments at September
30,   2000  was  approximately  $1.7  billion.   Management  expects  the
available  capacity  to  be  partially reduced by  Entergy's  anticipated
investment in Entergy-Koch L.P.

Other Uses of Capital

      For  the  nine months ended September 30, 2000, Entergy Corporation
paid  $204.7  million in cash dividends on its common stock and  received
dividend  payments  and returns on capital totaling $879.0  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.   Under  the Merger Agreement, Entergy can  continue  to  pay
dividends at existing levels with increases permitted up to 5%  over  the
amount  of  the previous twelve-month period.  On October 27,  2000,  the



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                     LIQUIDITY AND CAPITAL RESOURCES


Board declared a  quarterly  dividend of $0.315 per  share  on  Entergy's
common stock.  This dividend represents an increase of 5% from the recent
level of Entergy's quarterly common  stock dividends.

      Under  the  terms  of the Merger Agreement, Entergy  will  use  its
commercially  reasonable efforts to purchase in open market  transactions
$430 million of its common stock prior to the close of the Merger.  As of
September  30,  2000, Entergy has repurchased 3.0 million shares  for  an
aggregate  amount  of  $100.2 million after the  signing  of  the  Merger
Agreement.  Prior to the date of the Merger Agreement, Entergy  had  been
repurchasing shares under two Board authorizations.  In October 1998, the
Board  approved a plan for the repurchase of Entergy common stock through
December 31, 2001 to fulfill the requirements of various compensation and
benefit  plans.   This  stock repurchase plan provides  for  open  market
purchases of up to 5 million shares for an aggregate consideration of  up
to  $250 million.  In July 1999, the Board approved the commitment of  up
to  an additional $750 million for the repurchase of Entergy common stock
through  December  31, 2001.  Shares were purchased  on  a  discretionary
basis. Prior to the date of the Merger Agreement, Entergy had repurchased
25.3 million shares for an  aggregate   amount  of  $652.5  million under
these   two   Board authorizations.

      Entergy may issue 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 nine months ended September 30, 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

                          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 70% and  75%  of
Entergy's operating revenue for the three and nine months ended September
30,  2000, respectively, and 95% and 85% of its net income for the  three
and  nine  months  ended  September 30, 2000, respectively.   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's consolidated net income increased $10.5 million and $82.1
million  for  the  three  and  nine  months  ended  September  30,  2000,
respectively, due to increases in net income from the following:

     o the domestic utility companies and System Energy increased $15.2
       million for the nine months ended September 30, 2000;
     o the power marketing and trading business increased $24.3 million for
       the nine months ended September 30, 2000; and
     o the other competitive businesses and parent company increased $17.1
       million  and  $42.5  million for the three and nine  months  ended
       September 30, 2000, respectively.

     The  increase  for  the nine months ended for the  domestic  utility
companies  and System Energy was primarily due to a decrease in  reserves
recorded  in 2000 for potential rate actions, a decrease in interest  and
other  charges at System Energy, and adjustments that decreased  deferred
fuel expenses.  The overall increase was partially offset by increases in
other   operation   and   maintenance  expenses  and   depreciation   and
amortization.

     The  increase  from  the power marketing and  trading  business  was
primarily  due to improved trading performance in electricity,  increased
long-term marketing of electricity, and trading gains in natural  gas  in
the  current  year compared to trading losses in the prior  year  due  to
natural gas prices reaching record levels.

     The  increase in the other competitive businesses and parent company
was  primarily  attributable to the operation of Pilgrim  and  liquidated
damages  received  from the Saltend contractor as compensation  for  lost
operating  margin  from  the Saltend plant due  to  construction  delays.
These  increases  were partially offset by an increase in  income  taxes.
Pilgrim  was  purchased in July 1999, therefore, it only  contributed  to
Entergy's  net  income  for three months during  the  nine  months  ended
September 30, 1999.



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Domestic Utility Companies and System Energy

Revenues and Sales

      The  changes  in  electric operating revenues associated  with  the
domestic  utility companies for the three and nine months ended September
30, 2000 are as follows:

                                  Three Months Ended    Nine Months Ended
          Description            Increase/(Decrease)   Increase/(Decrease)
                                               (In Millions)

Base revenues                            ($25.7)            ($102.2)
Rate riders                                (2.1)              (12.8)
Fuel cost recovery                        305.4               504.1
Sales volume/weather                       40.7                65.7
Other revenue (including unbilled)         83.6               100.7
Sales for resale                          (36.3)              (24.1)
                                         ------              ------
   Total                                 $365.6              $531.4
                                         ======              ======

Base revenues

      Base  revenues  decreased  for the  three  and  nine  months  ended
September 30, 2000 primarily due to:

     o rate reductions at Entergy Louisiana; and
     o provisions for potential rate refunds at Entergy Louisiana.

Base revenues also decreased for the nine months ended September 30, 2000
due  to  the reversal in 1999 of regulatory reserves associated with  the
accelerated  amortization  of accounting order deferrals  in  conjunction
with  the  Texas rate settlement at Entergy Gulf States.  The net  income
effect  of this reversal was largely offset by the amortization  of  rate
deferrals in 1999 as discussed below.

     The decreases were partially offset by reserves recorded in 1999 for
actual  and potential refunds to Louisiana and Texas retail customers  at
Entergy Gulf States.

Fuel cost recovery

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





                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


      Fuel cost recovery revenues increased for the three and nine months
ended September 30, 2000 primarily due to:

     o a higher fuel factor implemented in September 1999 in Texas for
       Entergy Gulf States resulting in an increase of $21.9 million and
       $51.3 million for the three and nine months ended September 30, 2000,
       respectively;
     o higher fuel cost recovery revenues of $95.1 million and $148.9
       million  for the three and nine months ended September  30,  2000,
       respectively, in the Louisiana jurisdiction at Entergy Gulf States
       due to higher fuel and purchased power costs as a result of increased
       market prices;
     o a fuel surcharge of $33.4 million implemented in January 2000 in
       Texas for Entergy Gulf States;
     o an increase in the Entergy Arkansas energy cost recovery rate that
       became effective in April 2000, in addition to an increased energy
       cost recovery rate that became effective in April 1999;
     o higher fuel and purchased power expenses at Entergy Louisiana and
       Entergy New Orleans due to the increased market price of gas; and
     o an increase in the energy cost recovery rider at Entergy Mississippi
       that became effective in January 2000.

Sales volume/weather

     Sales volume increased for the three and nine months ended September
30,  2000  primarily due to the effect of warmer than normal  weather  as
well  as  increased usage by customers in all jurisdictions, particularly
at Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana.

Other revenue (including unbilled)

     Other  revenue  increased  for  the  three  and  nine  months  ended
September 30, 2000 primarily due to:

     o higher  fuel prices at Entergy Louisiana included in  unbilled
       revenues;
     o the effect of a $13.4 million adjustment to third quarter 1999
       unbilled revenues that excluded fuel recovery and rate rider revenues
       from the unbilled balance in accordance with regulatory treatment.
       This effect was partially offset by the effect of the change in
       estimate on third quarter 1999 unbilled revenues in other
       jurisdictions;
     o the addition of unbilled revenue for wholesale customers to the
       unbilled balance at Entergy Arkansas and Entergy Gulf States; and
     o increased volume due to the effect of warmer weather.

Sales for resale

      Sales  for  resale  decreased for the three and nine  months  ended
September  30, 2000 primarily due to increased sales to retail  customers
resulting in less electricity available for resale at Entergy Louisiana.



                  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  $239.8  million  and
$462.4  million for the three and nine months ended September  30,  2000,
respectively, primarily due to:

     o an increase in the market prices of purchased power and gas in 2000;
     o higher priced gas generation and purchased power at Entergy Arkansas
       due to scheduled maintenance outages for coal plants during 2000; and
     o increased  oil  and gas prices and an increase  in  generation
       requirements at Entergy Mississippi.

     Fuel and purchased power expenses also increased for the nine months
ended  September 30, 2000 primarily due to an adjustment of Entergy  Gulf
States'  Texas jurisdiction deferred fuel balance of $11.5 million  as  a
result  of the fuel reconciliation settlement with the PUCT in the  first
quarter of 2000.

     These  increases  were partially offset for the  nine  months  ended
September 30, 2000 by a $23.5 million adjustment to the Entergy  Arkansas
deferred  fuel  balance  for deferred fuel costs  that  Entergy  Arkansas
expects to recover in the future.

Other operation and maintenance

     Other operation and maintenance expenses increased $63.6 million for
the three months ended September 30, 2000 primarily due to:

     o increased property insurance expenses of $10.5 million primarily due
       to changes in storm damage reserve amortization at Entergy Arkansas
       and Entergy Mississippi in accordance with regulatory treatment;
     o an increase of $16.9 million in maintenance expense primarily at
       Entergy Arkansas and Entergy Louisiana;
     o an increase of $6.9 million due to an increase in legal and contract
       work for the transition to retail open access at Entergy Arkansas and
       Entergy Gulf States;
     o increased nuclear expenses of $16.6 million primarily from increased
       maintenance outages and the replacement of steam generators at
       ANO 2; and
     o increased customer service expenses primarily related to spending on
       vegetation management.

     Other operation and maintenance expenses increased $84.0 million for
the nine months ended September 30, 2000 primarily due to:

     o increased property insurance expenses of $19.1 million primarily due
       to changes in storm damage reserve amortization at Entergy Arkansas,
       Entergy Louisiana, and Entergy Mississippi in accordance with
       regulatory treatment;
     o increased customer service expenses of $18.5 million primarily
       related to spending on vegetation management at Entergy Arkansas,
       Entergy Gulf States and Entergy Louisiana;
     o an increase of $23.6 million in maintenance expenses primarily at
       Entergy Arkansas, Entergy Louisiana and Entergy Mississippi;
     o increased nuclear expenses of $17.0 million primarily from increased
       maintenance outages and the replacement of steam generators at
       ANO 2; and



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


     o an  increase of $12.1 million due to an increase in legal  and
       contract work for the transition to retail open access at  Entergy
       Arkansas and Entergy Gulf States.

     The  increase  for  the  nine  months  ended was partially offset by
the following:

     o a $9.5 million larger nuclear insurance refund in 2000 compared to
       1999; and
     o a decrease in injury and damages claims of $8.6 million.

Depreciation and amortization

     Depreciation  and  amortization increased $27.0  million  and  $24.6
million  for  the  three  and  nine  months  ended  September  30,  2000,
respectively, primarily due to:

     o the review of plant-in-service dates for consistency with regulatory
       treatment reducing depreciation expense by $17.7 million in August
       1999;
     o net capital additions primarily at Entergy Gulf States, Entergy
       Arkansas, Entergy Louisiana and Entergy Mississippi; and
     o higher depreciation associated with the sale and leaseback of Grand
       Gulf 1.

Other regulatory charges - net

     Other  regulatory charges increased $18.8 million and $17.3  million
for  the  three  and nine months ended September 30, 2000,  respectively,
primarily  due to a decrease in the deferral of Grand Gulf 1 expenses  at
Entergy  Mississippi  associated with the System  Energy  rate  increase.
Other  regulatory  charges  also increased for  the  three  months  ended
September  30, 2000 due to the $17.5 million accrual of estimated  excess
earnings for 2000 to the transition cost account at Entergy Arkansas.

Amortization of rate deferrals

      Amortization of rate deferrals decreased $82.1 million for the nine
months  ended September 30, 2000 primarily due to the large reduction  in
the  rate deferral balance in 1999 at Entergy Gulf States resulting  from
the PUCT's approval in June 1999 of the Texas rate settlement.

Other

Interest charges

      Interest charges decreased $21.0 million for the nine months  ended
September  30,  2000 primarily due to an adjustment  in  1999  at  System
Energy to the interest recorded for the potential refund to customers  of
its  proposed  rate  increase pending at FERC.  System Energy's  proposed
rate increase is discussed in Note 2 to the financial statements.


Competitive Businesses

Revenues and Sales

     Competitive business revenues decreased approximately $173.7 million
for the nine months ended September 30, 2000.  The decrease was primarily
due  to  a  decrease  in  revenue from the power  marketing  and  trading
business resulting from decreased electricity and gas trading volumes.



                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


     Partially offsetting the decrease in 2000 was the increase in
revenues for the non-utility nuclear business.  For the three and nine
months ended September 30, 2000, the non-utility nuclear business had
increased revenues of $11.3 million and $131.6 million, respectively,
primarily from the operation of Pilgrim, which was purchased in July
1999.

     Although  revenues  for  the power marketing  and  trading  business
decreased,  the power marketing and trading business had an  increase  in
net  income of $24.3 million for the nine months ended September 30, 2000
primarily due to:

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

Expenses

Fuel and purchased power expenses

      Fuel and purchased power expenses decreased $7.4 million and $327.4
million  for  the  three  and  nine  months  ended  September  30,  2000,
respectively.   The  decrease  is  primarily  attributable  to  decreased
electricity and gas trading volumes from the power marketing and  trading
business  resulting in decreases in fuel and purchased power expenses  of
$30.4  million  and  $374.8 million for the three and nine  months  ended
September  30,  2000, respectively.  The following partially  offset  the
decreases from the power marketing and trading business:

     o increased purchases by the global power development business to meet
       contractual demands; and
     o increased purchases by the non-utility nuclear business primarily
       due to the ownership of Pilgrim for all of 2000 compared with only
       three months during the comparable period in 1999.

Other operation and maintenance

     Other operation and maintenance expenses increased $23.4 million and
$51.8  million  for the three and nine months ended September  30,  2000,
respectively, primarily due to the operation of Pilgrim, partially offset
by   a   decrease  in  the  elimination  of  mark-to-market  profits   on
intercompany power transactions.

Other

Other income

     Other income increased $25.7 million and $42.9 million for the three
and nine months ended September 30, 2000, respectively, primarily due  to
the following:

     o liquidated damages received from the Saltend contractor as compensation
       for lost operating margin from the Saltend plant due to construction
       delays of $22.2 million ($15.6 million net of tax) and $55.1 million
       ($38.6 million net of tax) for the three and nine months ended,
       respectively;
     o an increase of $17.1 million in interest and dividend income for the
       nine months ended September 30, 2000; and
     o a $20.5 million ($13.3 million net of tax) gain in June 2000 on the
       sale  of the global power development business' investment in  the
       Freestone project located in Fairfield, Texas.





                  ENTERGY CORPORATION AND SUBSIDIARIES

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Partially   offsetting   these  increases   were   the   following   1999
transactions:

     o a $26.7 million ($17 million net of tax) gain on the sale of Entergy
       Power Edesur Holdings in June 1999;
     o a $12.9 million ($8 million net of tax) gain on sale of the Entergy
       Hyperion Telecommunications in June 1999;
     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.

Interest charges

      Other interest charges increased $9.8 million and $26.3 million for
the  three  and  nine  months  ended September  30,  2000,  respectively,
primarily due to:

     o the accretion of the decommissioning liability associated with
       Pilgrim of $15 million; and
     o increased interest expense of $11.8 million related to borrowings on
       Entergy Corporation's short-term credit facility during the nine
       months ended September 30, 2000.

Income Taxes

      The effective income tax rates for the three months ended September
30,  2000  and  1999 were 40.4% and 41.6%, respectively.   The  effective
income  tax rates for the nine months ended September 30, 2000  and  1999
were  40.0%  and 37.2%, respectively.  The increase for the  nine  months
ended  was  primarily  due to the recognition in  1999  of  deferred  tax
benefits  related  to  the expected utilization of  foreign  tax  credits
resulting in lower income taxes.




                       ENTERGY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
        For the Three and Nine Months Ended September 30, 2000 and 1999
                                  (Unaudited)

                                                            Three Months Ended              Nine Months Ended
                                                            2000           1999           2000            1999
                                                                    (In Thousands, Except Share Data)
                                                                                           
                 OPERATING REVENUES
Domestic electric                                        $2,385,087     $2,019,513     $5,402,657      $4,871,232
Natural gas                                                  21,815         18,441         96,107          78,321
Steam products                                                    -              -              -          15,550
Competitive businesses                                    1,024,653      1,026,581      1,882,071       2,055,758
                                                         ----------     ----------     ----------      ----------
TOTAL                                                     3,431,555      3,064,535      7,380,835       7,020,861
                                                         ----------     ----------     ----------      ----------

                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                               794,782        584,211      1,756,972       1,478,055
   Purchased power                                        1,158,145      1,139,855      2,030,210       2,190,481
   Nuclear refueling outage expenses                         18,439         19,594         53,625          56,414
   Other operation and maintenance                          504,379        417,339      1,332,012       1,195,677
Decommissioning                                              11,505         11,572         28,611          35,004
Taxes other than income taxes                               103,188         93,028        266,346         259,149
Depreciation and amortization                               188,967        161,616        545,991         523,165
Other regulatory charges - net                               47,816         29,003         27,311          10,033
Amortization of rate deferrals                               10,497         10,722         25,776         107,902
                                                         ----------     ----------     ----------      ----------
TOTAL                                                     2,837,718      2,466,940      6,066,854       5,855,880
                                                         ----------     ----------     ----------      ----------

OPERATING INCOME                                            593,837        597,595      1,313,981       1,164,981
                                                         ----------     ----------     ----------      ----------

                    OTHER INCOME
Allowance for equity funds used during construction           9,163          7,877         24,898          20,636
Gain (loss) on sale of assets                                  (284)           587         21,291          61,888
Miscellaneous - net                                          53,873         29,077        156,505          89,093
                                                         ----------     ----------     ----------      ----------
TOTAL                                                        62,752         37,541        202,694         171,617
                                                         ----------     ----------     ----------      ----------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                  121,464        116,615        353,585         359,310
Other interest - net                                         22,576         12,921         66,227          58,404
Distributions on preferred securities of subsidiary           4,709          4,709         14,128          14,128
Allowance for borrowed funds used during construction        (6,776)        (6,064)       (18,753)        (16,469)
                                                         ----------     ----------     ----------      ----------
TOTAL                                                       141,973        128,181        415,187         415,373
                                                         ----------     ----------     ----------      ----------

INCOME BEFORE INCOME TAXES                                  514,616        506,955      1,101,488         921,225

Income taxes                                                207,927        210,797        440,616         342,403
                                                         ----------     ----------     ----------      ----------

CONSOLIDATED NET INCOME                                     306,689        296,158        660,872         578,822

Preferred dividend requirements and other                     6,755          9,939         24,886          30,645
                                                         ----------     ----------     ----------      ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $299,934       $286,219       $635,986        $548,177
                                                         ==========     ==========     ==========      ==========
Earnings per average common share:
    Basic                                                     $1.35          $1.16          $2.78           $2.22
    Diluted                                                   $1.34          $1.16          $2.77           $2.22
Dividends declared per common share                           $0.30          $0.30          $0.90           $0.90
Average number of common shares outstanding:
    Basic                                               222,159,091    246,253,929    228,930,171     246,541,754
    Diluted                                             224,352,165    246,389,119    230,034,859     246,770,002

See Notes to Financial Statements.





                     ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Nine Months Ended September 30, 2000 and 1999
                                  (Unaudited)

                                                                              2000        1999
                                                                                (In Thousands)
                                                                                    
                          OPERATING ACTIVITIES
Consolidated net income                                                      $660,872     $578,822
Noncash items included in net income:
  Amortization of rate deferrals                                               25,776      107,902
  Reserve for regulatory adjustments                                          (36,756)     (13,156)
  Other regulatory charges - net                                               27,311       10,033
  Depreciation, amortization, and decommissioning                             574,602      558,169
  Deferred income taxes and investment tax credits                             (8,074)    (180,764)
  Allowance for equity funds used during construction                         (24,898)     (20,636)
  Gain on sale of assets - net                                                (21,291)     (61,888)
Changes in working capital:
  Receivables                                                                (538,840)    (383,339)
  Fuel inventory                                                              (26,660)     (28,551)
  Accounts payable                                                            270,152      244,784
  Taxes accrued                                                               331,509      391,609
  Interest accrued                                                             24,319      (39,348)
  Deferred fuel                                                              (298,340)    (169,347)
  Other working capital accounts                                               85,145        1,121
Provision for estimated losses and reserves                                    (8,844)     (31,995)
Changes in other regulatory assets                                               (131)     (33,766)
Other                                                                         138,580       79,082
                                                                           ----------   ----------
Net cash flow provided by operating activities                              1,174,432    1,008,732
                                                                           ----------   ----------

                          INVESTING ACTIVITIES
Construction/capital expenditures                                          (1,112,075)    (792,348)
Allowance for equity funds used during construction                            24,898       20,636
Nuclear fuel purchases                                                       (100,367)    (114,764)
Proceeds from sale/leaseback of nuclear fuel                                   96,412      108,938
Proceeds from sale of businesses                                               61,519      351,082
Investment in other non-regulated/non-utility properties                     (184,339)     (80,864)
Proceeds from other temporary investments                                     299,455      956,356
Purchase of other temporary investments                                             -     (468,653)
Decommissioning trust contributions and realized change in trust assets       (44,799)     (45,847)
Other                                                                           5,149        7,908
                                                                           ----------   ----------
Net cash flow used in investing activities                                   (954,147)     (57,556)
                                                                           ----------   ----------

See Notes to Financial Statements.







                   ENTERGY CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Nine Months Ended September 30, 2000 and 1999
                               (Unaudited)

                                                            2000        1999
                                                               (In Thousands)
                                                               
                 FINANCING ACTIVITIES
Proceeds from the issuance of:
  Long-term debt                                            934,479     783,922
  Common stock                                               14,810      13,390
Retirement of long-term debt                               (145,011)   (847,925)
Repurchase of common stock                                 (500,644)   (129,160)
Redemption of preferred and preference stock               (156,260)    (77,958)
Changes in short-term borrowings - net                     (120,000)   (285,500)
Dividends paid:
  Common stock                                             (204,660)   (218,042)
  Preferred stock                                           (23,487)    (31,340)
                                                         ----------  ----------
Net cash flow used in financing activities                 (200,773)   (792,613)
                                                         ----------  ----------

Effect of exchange rates on cash and cash equivalents          (142)      1,340
                                                         ----------  ----------

Net increase in cash and cash equivalents                    19,370     159,903

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

Cash and cash equivalents at end of period               $1,233,089  $1,344,398
                                                         ==========  ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                   $382,313    $447,054
    Income taxes                                           $146,664    $155,426
  Noncash investing and financing activities:
     Change in unrealized appreciation of
       decommissioning trust assets                         $38,837     $22,916

See Notes to Financial Statements.





                      ENTERGY CORPORATION AND SUBSIDIARIES
                                 BALANCE SHEETS
                                     ASSETS
                    September 30, 2000 and December 31, 1999
                                   (Unaudited)

                                                                  2000           1999
                                                                     (In Thousands)
                                                                        
                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                            $111,255       $108,198
  Temporary cash investments - at cost,
    which approximates market                                    1,120,292      1,105,521
  Special deposits                                                   1,542              -
                                                               -----------    -----------
        Total cash and cash equivalents                          1,233,089      1,213,719
                                                               -----------    -----------
Other temporary investments - at cost,
    which approximates market                                       21,897        321,351
Notes Receivable                                                     4,166          2,161
Accounts receivable:
  Customer                                                         543,708        290,331
  Allowance for doubtful accounts                                   (9,007)        (9,507)
  Other                                                            373,228        207,898
  Accrued unbilled revenues                                        433,784        298,616
                                                               -----------    -----------
    Total receivables                                            1,341,713        787,338
                                                               -----------    -----------
Deferred fuel costs                                                539,000        240,661
Fuel inventory - at average cost                                   121,079         94,419
Materials and supplies - at average cost                           362,807        392,403
Rate deferrals                                                      19,797         30,394
Deferred nuclear refueling outage costs                             28,621         58,119
Prepayments and other                                               77,285         78,567
                                                               -----------    -----------
TOTAL                                                            3,749,454      3,219,132
                                                               -----------    -----------

              OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                         214            214
Decommissioning trust funds                                      1,354,785      1,246,023
Non-utility property - at cost (less accumulated depreciation)     330,699        317,165
Non-regulated investments                                          300,691        198,003
Other - at cost (less accumulated depreciation)                     22,368         16,714
                                                               -----------    -----------
TOTAL                                                            2,008,757      1,778,119
                                                               -----------    -----------

                      UTILITY PLANT
Electric                                                        23,672,355     23,163,161
Plant acquisition adjustment                                       394,731        406,929
Property under capital lease                                       768,135        768,500
Natural gas                                                        190,895        186,041
Construction work in progress                                    1,938,654      1,500,617
Nuclear fuel under capital lease                                   271,021        286,476
Nuclear fuel                                                        81,662         87,693
                                                               -----------    -----------
TOTAL UTILITY PLANT                                             27,317,453     26,399,417
Less - accumulated depreciation and amortization                11,403,267     10,898,661
                                                               -----------    -----------
UTILITY PLANT - NET                                             15,914,186     15,500,756
                                                               -----------    -----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Rate deferrals                                                     1,402         16,581
  SFAS 109 regulatory asset - net                                1,002,350      1,068,006
  Unamortized loss on reacquired debt                              188,025        198,631
  Other regulatory assets                                          703,639        637,870
Long-term receivables                                               30,281         32,260
Other                                                              429,009        533,732
                                                               -----------    -----------
TOTAL                                                            2,354,706      2,487,080
                                                               -----------    -----------

TOTAL ASSETS                                                   $24,027,103    $22,985,087
                                                               ===========    ===========
See Notes to Financial Statements.






                 ENTERGY CORPORATION AND SUBSIDIARIES
                           BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDERS' EQUITY
               September 30, 2000 and December 31, 1999
                             (Unaudited)

                                                                       2000         1999
                                                                           (In Thousands)
                                                                           
                   CURRENT LIABILITIES
Currently maturing long-term debt                                     $406,858      $194,555
Notes payable                                                            1,036       120,715
Accounts payable                                                       866,587       707,678
Customer deposits                                                      168,163       161,909
Taxes accrued                                                          773,641       445,677
Accumulated deferred income taxes                                      159,730        72,640
Nuclear refueling outage costs                                           6,854        11,216
Interest accrued                                                       155,748       129,028
Co-owner advances                                                        5,121         7,018
Obligations under capital leases                                       176,224       178,247
Other                                                                  213,668       125,749
                                                                   -----------   -----------
TOTAL                                                                2,933,630     2,154,432
                                                                   -----------   -----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                    3,188,681     3,310,340
Accumulated deferred investment tax credits                            500,229       519,910
Obligations under capital leases                                       181,825       205,464
FERC settlement - refund obligation                                     32,471        37,337
Other regulatory liabilities                                           252,173       199,139
Decommissioning                                                        737,269       703,453
Transition to competition                                              201,797       157,034
Regulatory reserves                                                    341,551       378,307
Accumulated provisions                                                 292,294       279,425
Other                                                                  566,489       535,156
                                                                   -----------   -----------
TOTAL                                                                6,294,779     6,325,565
                                                                   -----------   -----------

Long-term debt                                                       7,106,769     6,612,583
Preferred stock with sinking fund                                       69,650        69,650
Preference stock                                                             -       150,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                     215,000       215,000

                  SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                   331,240       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                                                      4,636,811     4,636,163
Retained earnings                                                    3,216,395     2,786,467
Accumulated other comprehensive income:
    Cumulative foreign currency translation adjustment                 (71,081)      (68,782)
    Net unrealized investment gains (losses)                             6,588        (5,023)
Less - treasury stock, at cost (27,040,581 shares in 2000 and
  8,045,434 shares in 1999)                                            715,150       231,894
                                                                   -----------   -----------
TOTAL                                                                7,407,275     7,457,857
                                                                   -----------   -----------

Commitments and Contingencies (Notes 1 and 2)

               TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $24,027,103   $22,985,087
                                                                   ===========   ===========
See Notes to Financial Statements.






                        ENTERGY CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME
         For the Three and Nine Months Ended September 30, 2000 and 1999
                                    (Unaudited)

                                                                Three Months Ended
                                                            2000                    1999
                                                                   (In Thousands)
                                                                             
               RETAINED EARNINGS
Retained Earnings - Beginning of period            $2,982,495              $2,640,373
     Add  - Earnings applicable to common stock       299,934    $299,934     286,219    $286,219
     Deduct:
        Dividends declared on common stock             66,835                  74,057
        Capital stock and other expenses                 (801)                   (183)
                                                   ----------              ----------
              Total                                    66,034                  73,874
                                                   ----------              ----------
Retained Earnings - End of period                  $3,216,395              $2,852,718
                                                   ==========              ==========

    ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance at beginning of period                       ($76,086)               ($47,697)
Foreign currency translation adjustments               (1,270)     (1,270)    (16,994)    (16,994)
Net unrealized investment gains                        12,863      12,863           -           -
                                                   ----------              ----------
Balance at end of period                             ($64,493)               ($64,691)
                                                   ==========    --------  ==========    --------
Comprehensive Income                                             $311,527                $269,225
                                                                 ========                ========



                                                                  Nine Months Ended
                                                            2000                    1999
                                                                   (In Thousands)

               RETAINED EARNINGS
Retained Earnings - Beginning of period            $2,786,467              $2,526,888
     Add  - Earnings applicable to common stock       635,986    $635,986     548,177    $548,177
     Deduct:
        Dividends declared on common stock            206,886                 222,077
        Capital stock and other expenses                 (828)                    270
                                                   ----------              ----------
              Total                                   206,058                 222,347
                                                   ----------              ----------
Retained Earnings - End of period                  $3,216,395              $2,852,718
                                                   ==========              ==========

    ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance at beginning of period                       ($73,805)               ($46,739)
Foreign currency translation adjustments               (2,299)     (2,299)    (17,952)    (17,952)
Net unrealized investment gains                        11,611      11,611           -           -
                                                   ----------              ----------
Balance at end of period                             ($64,493)               ($64,691)
                                                   ==========    --------  ==========    --------
Comprehensive Income                                             $645,298                $530,225
                                                                 ========                ========



See Notes to Financial Statements.





                    ENTERGY CORPORATION AND SUBSIDIARIES
                         SELECTED OPERATING RESULTS
      For the Three and Nine Months Ended September 30, 2000 and 1999
                                (Unaudited)


                                          Three Months Ended       Increase/
            Description                   2000         1999       (Decrease)      %
                                             (In Millions)
                                                                     
Domestic Electric Operating Revenues:
  Residential                            $940.6         $815.3       $125.3       15
  Commercial                              518.0          450.8         67.2       15
  Industrial                              598.9          513.9         85.0       17
  Governmental                             54.4           46.6          7.8       17
                                       --------       --------       ------
    Total retail                        2,111.9        1,826.6        285.3       16
  Sales for resale                        115.4          151.7        (36.3)     (24)
  Other                                   157.8           41.2        116.6      283
                                       --------       --------       ------
    Total                              $2,385.1       $2,019.5       $365.6       18
                                       ========       ========       ======

Billed Electric Energy
 Sales (GWH):
  Residential                            11,573         11,007          566        5
  Commercial                              7,578          7,227          351        5
  Industrial                             11,248         11,297          (49)       -
  Governmental                              744            720           24        3
                                       --------       --------       ------
    Total retail                         31,143         30,251          892        3
  Sales for resale                        2,290          3,087         (797)     (26)
                                       --------       --------       ------
    Total                                33,433         33,338           95        -
                                       ========       ========       ======


                                          Nine Months Ended         Increase/
            Description                  2000           1999       (Decrease)      %
                                           (In Millions)
Domestic Electric Operating Revenues:
  Residential                          $1,933.7       $1,745.2       $188.5       11
  Commercial                            1,252.5        1,125.9        126.6       11
  Industrial                            1,549.4        1,370.1        179.3       13
  Governmental                            134.5          120.9         13.6       11
                                       --------       --------       ------
    Total retail                        4,870.1        4,362.1        508.0       12
  Sales for resale                        291.5          315.6        (24.1)      (8)
  Other                                   241.0          193.5         47.5       25
                                       --------       --------       ------
    Total                              $5,402.6       $4,871.2       $531.4       11
                                       ========       ========       ======
Billed Electric Energy
 Sales (GWH):
  Residential                            24,943         24,274          669        3
  Commercial                             18,738         18,137          601        3
  Industrial                             32,886         32,340          546        2
  Governmental                            1,966          1,932           34        2
                                       --------       --------       ------
    Total retail                         78,533         76,683        1,850        2
  Sales for resale                        6,880          7,391         (511)      (7)
                                       --------       --------       ------
    Total                                85,413         84,074        1,339        2
                                       ========       ========       ======




                         ENTERGY ARKANSAS, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the three months ended September 30, 2000
compared  to the three months ended September 30, 1999 primarily  due  to
increased  operations  and maintenance expenses and  an  accrual  to  the
transition cost account, partially offset by increased electric operating
revenues.

      Net  income increased for the nine months ended September 30,  2000
compared  to  the nine months ended September 30, 1999 primarily  due  to
increased  electric  operating revenues, partially  offset  by  increased
operation and maintenance expenses and an accrual to the transition  cost
account.

Revenues and Sales

      The  changes in electric operating revenues for the three and  nine
months ended September 30, 2000 are as follows:

                                Three Months Ended    Nine Months Ended
           Description          Increase/(Decrease)  Increase/(Decrease)
                                             (In Millions)

Base revenues                          ($3.7)            ($1.4)
Rate riders                             (6.8)            (18.9)
Fuel cost recovery                      22.5              44.2
Sales volume/weather                    12.2              15.4
Other revenue (including unbilled)      19.3              46.3
Sales for resale                        15.9              69.3
                                       -----            ------
   Total                               $59.4            $154.9
                                       =====            ======

Rate riders

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

      Rate  rider revenues decreased for the three and nine months  ended
September  30, 2000 as a result of the decreased ANO Decommissioning  and
Grand  Gulf rate riders, both of which became effective in January  2000.
The  ANO  Decommissioning rider allows Entergy Arkansas  to  recover  the
decommissioning costs associated with ANO 1 and 2.  The Grand  Gulf  rate
rider  allows  Entergy  Arkansas  to recover  its  recoverable  share  of
operating costs for Grand Gulf 1.

Fuel cost recovery

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


                         ENTERGY ARKANSAS, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS


      Fuel cost recovery revenues increased for the three and nine months
ended September 30, 2000 primarily due to an increase in the energy  cost
recovery  rider  (ECR) in April 2000.  The increase  in  the  ECR  allows
Entergy  Arkansas  to  recover previously deferred  fuel  expenses.   The
increase  for the nine months ended was also affected by an  increase  in
the ECR in April 1999 that affected first quarter 2000 revenues.

Sales volume/weather

      Sales  volume  increased  for  the three  and  nine  months  ended
September  30,  2000  primarily due to increased  usage  by  industrial,
commercial,  and residential customers, as well as the  effect  of  more
favorable weather on the residential and commercial sectors.

Other revenue (including unbilled)

      Other  revenue  increased  for the  three  and  nine  months  ended
September  30,  2000  primarily due to the  effect  of  a  $13.4  million
adjustment  to  third quarter 1999 unbilled revenues that  excluded  fuel
recovery  and rate rider revenues from the unbilled balance in accordance
with  regulatory  treatment.  Unbilled revenues  also  increased  due  to
greater  unbilled  volume  and  the  addition  of  unbilled  revenue  for
wholesale customers to the unbilled balance.

Sales for resale

      Sales  for  resale revenue increased for the three and nine  months
ended  September 30, 2000 primarily due to an increase in  sales  revenue
from  associated companies combined with an increase in the market  price
of electricity.

Expenses

Fuel and purchased power expenses

      Fuel and purchased power expenses increased for the three and  nine
months ended September 30, 2000 primarily due to higher market prices for
natural gas as well as an increase in the market price of purchased power
and  increased  purchased  power volume.  The increased  purchased  power
volume  was primarily due to increased demand for electricity and was  an
offset  to  decreased nuclear generation due to maintenance,  inspection,
and refueling outages during the year.

      The increased fuel and purchased power expenses for the nine months
ended  September  30,  2000  were partially offset  by  a  $23.5  million
adjustment to the deferred fuel balance as a result of the 1999 and  2000
ECR  filings.  This adjustment reflects deferred fuel costs that  Entergy
Arkansas expects to recover in the future.



                         ENTERGY ARKANSAS, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS


Other operation and maintenance

     Other  operation and maintenance expenses increased  for  the  three
months ended September 30, 2000 primarily due to:

     o increased reserves of $4.7 million for property damage and $1.9
       million for environmental expenses;
     o increased  nuclear expenses totaling $11.3 million related  to
       maintenance and inspection outages and the steam generator
       replacement at ANO 2; and
     o an increase in spending of $4.0 million on vegetation management.

      Other  operation and maintenance expenses increased  for  the  nine
months ended September 30, 2000 primarily due to:

     o an increase in spending of $8.5. million for vegetation management;
     o an  increase in spending of $7.9 million for outside  services
       employed related to legal and contract services for transition work;
     o increased reserves of $4.6 million for property damage and $2.9
       million for environmental expenses;
     o increased nuclear expenses totaling $13.8. million related  to
       maintenance and inspection outages and the steam generator
       replacement at ANO 2; and
     o the capitalization of $1.9 million associated with return-to-service
       projects for certain fossil plants in June 1999.

The  increase for the nine months ended was partially offset  by  a  $4.1
million larger nuclear insurance refund in 2000 compared to 1999.

Decommissioning

       Decommissioning  expense  decreased  for  the  nine  months  ended
September  30,  2000  primarily due to a true-up of  the  decommissioning
liability in June 2000 for previous over-accruals.

Depreciation and amortization

      Depreciation and amortization expenses increased for the three  and
nine  months ended September 30, 2000 primarily due to a review of plant-
in-service  dates  for  consistency with  regulatory  treatment  reducing
depreciation  expense  by $3.4 million in August 1999,  as  well  as  net
capital additions.

Other regulatory charges (credits)

      Other  regulatory  charges increased for  the  three  months  ended
September  30,  2000  primarily  due to  the  $17.5  million  accrual  of
estimated  excess  earnings into the transition cost  account  for  2000.
This  increase was partially offset by a smaller over-recovery  of  Grand
Gulf  1 costs in the third quarter of 2000 compared to that in the  third
quarter  of  1999 and by the recording of a regulatory asset for  certain
transition  costs  expected  to be recovered  in  a  customer  transition
tariff.   The  transition cost account is discussed  in  Note  2  to  the
financial statements.



                         ENTERGY ARKANSAS, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


      Other  regulatory credits increased slightly for  the  nine  months
ended September 30, 2000 primarily due to an increased under-recovery  of
Grand  Gulf  1 costs as a result of the decreased rate rider that  became
effective  in  January  2000 as ordered by the  APSC.   Other  regulatory
credits  also  increased due to the recording of a regulatory  asset  for
certain   transition  costs  expected  to  be  recovered  in  a  customer
transition  tariff.  This increase was largely offset by the  accrual  of
estimated excess earnings into the transition cost account for 2000.

Other

Income taxes

      The effective income tax rates for the three months ended September
30,  2000  and 1999 were 43.2% and 41.1%, respectively.  The increase  in
the  effective  tax rates was due to a decreased tax benefit  from  flow-
though  items  in  September 2000 primarily due  to  changes  in  reserve
accounts.  This increase was partially offset by lower pre-tax income for
the quarter.

      The  effective income tax rates for the nine months ended September
30,  2000 and 1999 were 41.0% and 36.8%, respectively.  The increases  in
the effective tax rates were due to increased pre-tax income for the nine
months ended September 30, 2000 combined with decreased flow-through  tax
benefits  during those periods. These flow-through items  include  a  tax
liability  on nuclear fuel purchases for 2000 compared with a tax  credit
on nuclear fuel purchases for 1999.





                        ENTERGY ARKANSAS, INC.
                           INCOME STATEMENTS
    For the Three and Nine Months Ended September 30, 2000 and 1999
                              (Unaudited)

                                                         Three Months Ended      Nine Months Ended
                                                          2000        1999       2000         1999
                                                           (In Thousands)          (In Thousands)
                                                                               
                OPERATING REVENUES
Domestic electric                                       $548,156    $488,801  $1,342,856   $1,187,961
                                                        --------    --------  ----------   ----------
                OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                             74,804      52,965     224,660      186,612
   Purchased power                                       179,587     164,295     398,547      362,039
   Nuclear refueling outage expenses                       6,439       7,599      19,317       23,129
   Other operation and maintenance                       119,822      91,685     295,330      257,150
Decommissioning                                            2,595       3,277       1,882        8,054
Taxes other than income taxes                             10,664       8,841      28,359       27,355
Depreciation and amortization                             42,539      38,190     125,535      120,788
Other regulatory charges (credits) - net                  17,789       8,379      (4,381)      (3,108)
                                                        --------    --------  ----------   ----------
TOTAL                                                    454,239     375,231   1,089,249      982,019
                                                        --------    --------  ----------   ----------

OPERATING INCOME                                          93,917     113,570     253,607      205,942
                                                        --------    --------  ----------   ----------

                   OTHER INCOME
Allowance for equity funds used during construction        4,416       3,614      11,836        9,458
Miscellaneous - net                                          963       1,712       3,201        2,455
                                                        --------    --------  ----------   ----------
TOTAL                                                      5,379       5,326      15,037       11,913
                                                        --------    --------  ----------   ----------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                                21,611      20,042      65,745       60,741
Other interest - net                                       1,915       1,569       6,323        4,658
Distributions on preferred securities of subsidiary        1,275       1,275       3,825        3,825
Allowance for borrowed funds used during construction     (2,888)     (2,412)     (7,704)      (6,290)
                                                        --------    --------  ----------   ----------
TOTAL                                                     21,913      20,474      68,189       62,934
                                                        --------    --------  ----------   ----------

INCOME BEFORE INCOME TAXES                                77,383      98,422     200,455      154,921

Income taxes                                              33,461      40,401      82,242       56,960
                                                        --------    --------  ----------   ----------

NET INCOME                                                43,922      58,021     118,213       97,961

Preferred dividend requirements and other                  1,944       2,370       5,832        7,194
                                                        --------    --------  ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                             $41,978     $55,651    $112,381      $90,767
                                                        ========    ========  ==========   ==========
See Notes to Financial Statements.








                            ENTERGY ARKANSAS, INC.
                           STATEMENTS OF CASH FLOWS
            For the Nine Months Ended September 30, 2000 and 1999
                                 (Unaudited)

                                                                      2000         1999
                                                                        (In Thousands)
                                                                             
                    OPERATING ACTIVITIES
Net income                                                           $118,213      $97,961
Noncash items included in net income:
  Other regulatory credits - net                                       (4,381)      (3,108)
  Depreciation, amortization, and decommissioning                     127,417      128,842
  Deferred income taxes and investment tax credits                     (3,908)      (1,414)
  Allowance for equity funds used during construction                 (11,836)      (9,458)
Changes in working capital:
  Receivables                                                         (65,411)     (22,706)
  Fuel inventory                                                       (1,140)     (21,843)
  Accounts payable                                                    (25,791)      24,874
  Taxes accrued                                                        32,794       36,285
  Interest accrued                                                      3,592         (270)
  Deferred fuel costs                                                 (31,672)      (7,738)
  Other working capital accounts                                       23,207       13,941
Provision for estimated losses and reserves                              (396)     (12,029)
Changes in other regulatory assets                                     (4,760)     (22,355)
Other                                                                  46,416       30,324
                                                                     --------     --------
Net cash flow provided by operating activities                        202,344      231,306
                                                                     --------     --------

                    INVESTING ACTIVITIES
Construction expenditures                                            (250,643)    (173,416)
Allowance for equity funds used during construction                    11,836        9,458
Nuclear fuel purchases                                                (32,938)     (32,497)
Proceeds from sale/leaseback of nuclear fuel                           32,938       32,473
Decommissioning trust contributions and realized
    change in trust assets                                            (10,367)     (12,889)
                                                                     --------     --------
Net cash flow used in investing activities                           (249,174)    (176,871)
                                                                     --------     --------

                    FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                                       99,389            -
Retirement of:
  Long-term debt                                                            -      (39,267)
  Redemption of preferred stock                                             -       (2,027)
Dividends paid:
  Common stock                                                        (44,600)     (78,800)
  Preferred stock                                                      (3,803)      (7,212)
                                                                     --------     --------
Net cash flow provided by (used in) financing activities               50,986     (127,306)
                                                                     --------     --------

Net increase (decrease) in cash and cash equivalents                    4,156      (72,871)

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

Cash and cash equivalents at end of period                            $11,018      $20,234
                                                                     ========     ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                                $63,290      $61,143
  Income taxes                                                        $46,455      $16,927
 Noncash investing and financing activities:
  Change in unrealized appreciation of
   decommissioning trust assets                                       $13,953      $13,401

See Notes to Financial Statements.





                           ENTERGY ARKANSAS, INC.
                               BALANCE SHEETS
                                   ASSETS
                  September 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                   2000           1999
                                                                     (In Thousands)
                                                                       
                     CURRENT ASSETS
Cash and cash equivalents                                         $11,018        $6,862
Accounts receivable:
  Customer                                                        128,320        73,357
  Allowance for doubtful accounts                                  (1,768)       (1,768)
  Associated companies                                             22,854        27,073
  Other                                                             3,728         5,583
  Accrued unbilled revenues                                        70,122        53,600
                                                               ----------    ----------
    Total receivables                                             223,256       157,845
                                                               ----------    ----------
Deferred fuel costs                                                73,292        41,620
Fuel inventory - at average cost                                   25,624        24,485
Materials and supplies - at average cost                           79,496        85,612
Deferred nuclear refueling outage costs                            16,996        28,119
Prepayments and other                                               7,714         6,480
                                                               ----------    ----------
TOTAL                                                             437,396       351,023
                                                               ----------    ----------

             OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                     11,215        11,215
Decommissioning trust funds                                       368,331       344,011
Non-utility property - at cost (less accumulated depreciation       1,460         1,463
Other - at cost (less accumulated depreciation)                     3,033         3,033
                                                               ----------    ----------
TOTAL                                                             384,039       359,722
                                                               ----------    ----------

                      UTILITY PLANT
Electric                                                        5,003,927     4,854,433
Property under capital lease                                       42,965        44,471
Construction work in progress                                     359,852       267,091
Nuclear fuel under capital lease                                   89,663        85,725
Nuclear fuel                                                        7,403         9,449
                                                               ----------    ----------
TOTAL UTILITY PLANT                                             5,503,810     5,261,169
Less - accumulated depreciation and amortization                2,624,996     2,489,584
                                                               ----------    ----------
UTILITY PLANT - NET                                             2,878,814     2,771,585
                                                               ----------    ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                 174,224       192,344
  Unamortized loss on reacquired debt                              45,358        48,193
  Other regulatory assets                                         129,839       106,959
Other                                                               8,167        14,125
                                                               ----------    ----------
TOTAL                                                             357,588       361,621
                                                               ----------    ----------

TOTAL ASSETS                                                   $4,057,837    $3,843,951
                                                               ==========    ==========
See Notes to Financial Statements.





                            ENTERGY ARKANSAS, INC.
                                BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                    September 30, 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                                              49,536       81,958
  Other                                                            109,590      102,959
Customer deposits                                                   28,737       26,320
Taxes accrued                                                       71,326       38,532
Accumulated deferred income taxes                                   53,897       38,649
Interest accrued                                                    25,969       22,378
Co-owner advances                                                   13,944       15,338
Obligations under capital leases                                    55,325       55,150
Other                                                               21,082       11,598
                                                                ----------   ----------
TOTAL                                                              430,293      393,769
                                                                ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                  683,630      713,622
Accumulated deferred investment tax credits                         89,543       94,852
Obligations under capital leases                                    77,303       75,045
Transition to competition                                          135,736      109,933
Accumulated provisions                                              42,892       43,288
Other                                                               61,704       51,080
                                                                ----------   ----------
TOTAL                                                            1,090,808    1,087,820
                                                                ----------   ----------

Long-term debt                                                   1,237,394    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                                                  531,395      463,614
                                                                ----------   ----------
TOTAL                                                            1,239,342    1,171,561
                                                                ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,057,837   $3,843,951
                                                                ==========   ==========
See Notes to Financial Statements.





                         ENTERGY ARKANSAS, INC.
                       SELECTED OPERATING RESULTS
    For the Three and Nine Months Ended September 30, 2000 and 1999
                              (Unaudited)


                                 Three Months Ended    Increase/
         Description              2000        1999     (Decrease)      %
                                     (In Millions)
Electric Operating Revenues:
  Residential                    $ 209.6     $ 198.2      $ 11.4        6
  Commercial                        99.1        92.3         6.8        7
  Industrial                       106.4       100.5         5.9        6
  Governmental                       4.4         4.3         0.1        2
                                 -------     -------      ------
    Total retail                   419.5       395.3        24.2        6
  Sales for resale
     Associated companies           59.1        42.3        16.8       40
     Non-associated companies       65.7        66.6        (0.9)      (1)
  Other                              3.9       (15.4)       19.3      125
                                 -------     -------      ------
    Total                        $ 548.2     $ 488.8      $ 59.4       12
                                 =======     =======      ======
Billed Electric Energy
 Sales (GWH):
  Residential                      2,424       2,317         107        5
  Commercial                       1,615       1,545          70        5
  Industrial                       2,020       1,944          76        4
  Governmental                        70          69           1        1
                                 -------     -------      ------
    Total retail                   6,129       5,875         254        4
  Sales for resale
     Associated companies          1,216       1,304         (88)      (7)
     Non-associated companies      1,341       1,607        (266)     (17)
                                 -------     -------      ------
    Total                          8,686       8,786        (100)      (1)
                                 =======     =======      ======


                                 Nine Months Ended      Increase/
         Description             2000         1999      (Decrease)      %
                                    (In Millions)
Electric Operating Revenues:
  Residential                    $ 439.7     $ 425.8      $ 13.9        3
  Commercial                       233.5       220.4        13.1        6
  Industrial                       264.0       251.9        12.1        5
  Governmental                      11.4        11.2         0.2        2
                                --------    --------     -------
    Total retail                   948.6       909.3        39.3        4
  Sales for resale
     Associated companies          197.6       132.6        65.0       49
     Non-associated companies      156.6       152.3         4.3        3
  Other                             40.1        (6.2)       46.3      747
                                --------    --------     -------
    Total                       $1,342.9    $1,188.0     $ 154.9       13
                                ========    ========     =======

Billed Electric Energy
 Sales (GWH):
  Residential                      5,276       5,182          94        2
  Commercial                       3,851       3,732         119        3
  Industrial                       5,386       5,244         142        3
  Governmental                       182         181           1        1
                                 -------     -------      ------
    Total retail                  14,695      14,339         356        2
  Sales for resale
     Associated companies          5,481       5,575         (94)      (2)
     Non-associated companies      3,832       3,723         109        3
                                 -------     -------      ------
    Total                         24,008      23,637         371        2
                                 =======     =======      ======





                        ENTERGY GULF STATES, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three and nine months ended September
30,  2000 compared to the three and nine months ended September 30,  1999
due  to  increased  sales volume, other revenues, and sales  for  resale,
partially  offset by increased other operation and maintenance  expenses.
The  increase  for  the three months ended was also partially  offset  by
increased depreciation and amortization expenses.

Revenues and Sales

Electric operating revenues

      The  changes in electric operating revenues for the three and  nine
months ended September 30, 2000 are as follows:

                               Three Months Ended    Nine Months Ended
         Description          Increase/(Decrease)   Increase/(Decrease)
                                            (In Millions)

Base revenues                          ($5.1)             ($51.0)
Fuel cost recovery                     100.4               217.0
Sales volume/weather                    10.7                25.5
Other revenue (including unbilled)      16.0                21.0
Sales for resale                        17.8                40.4
                                      ------              ------
   Total                              $139.8              $252.9
                                      ======              ======

Base revenues

     Base revenues decreased for the nine months ended September 30, 2000
primarily  due to the reversal in 1999 of regulatory reserves  associated
with  the  accelerated  amortization of  accounting  order  deferrals  in
conjunction  with  the Texas rate settlement.  The net income  effect  in
1999  was  largely offset by the amortization of rate deferrals discussed
below.

     These  decreases were partially offset by reserves recorded in  1999
for actual and potential refunds to Louisiana and Texas retail customers.

Fuel cost recovery

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



                        ENTERGY GULF STATES, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


     Fuel  cost recovery revenues increased for the three and nine months
ended   September  30,  2000  by  $21.9   million  and   $51.3   million,
respectively, primarily due to a higher fuel factor that became effective
in  September 1999 as well as higher fuel cost recovery revenues of $95.1
million  and  $148.9 million, respectively, in the Louisiana jurisdiction
due  to  higher fuel and purchased power costs as a result  of  increased
market prices.

     Fuel cost recovery revenues also increased for the nine months ended
September  30,  2000 primarily due to a fuel surcharge of  $33.4  million
implemented in January 2000 in the Texas jurisdiction.

Sales volume/weather

     Sales volume increased for the three and nine months ended September
30,  2000  primarily due to more favorable weather as well  as  increased
usage in both Louisiana and Texas.

Other revenue (including unbilled)

      Other  revenue  increased  for the  three  and  nine  months  ended
September  30,  2000 primarily due to increased unbilled  revenues  as  a
result of warmer weather and increased volume in 2000.

     Other revenue also increased for the nine months ended September 30,
2000  due to the addition of unbilled revenue for wholesale customers  to
the unbilled balance and due to the effect of a change in estimate on the
third  quarter 1999 unbilled revenues.  The changed estimate more closely
aligned   the  fuel  component  of  unbilled  revenues  with   regulatory
treatment.

Sales for resale

     Sales  for  resale  increased for the three and  nine  months  ended
September  30, 2000 primarily due to increased sales from River  Bend  to
affiliated companies in 2000 as a result of increased nuclear generation.
Nuclear  generation was down in 1999 as a result of a  nuclear  refueling
outage in the second quarter of 1999.

Steam operating revenues

      Steam  operating  revenues  decreased for  the  nine  months  ended
September 30, 2000 primarily due to a new lease arrangement that began in
June 1999 for the Louisiana Station generating facility.  Under the terms
of  this  new  lease, revenues and expenses are now classified  as  other
income  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  three  months
ended  September 30, 2000 primarily due to higher market prices  for  gas
and purchased power.

     Fuel  and  purchased power expenses increased for  the  nine  months
ended September 30, 2000 primarily due to:

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



                        ENTERGY GULF STATES, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Other operation and maintenance

        Other operation and maintenance expenses increased for the  three
months  ended September 30, 2000 primarily due to increased  spending  on
outside  services  employed related to legal and  contract  services  for
transition  work  of  $2.9 million, a reserve for miscellaneous  accounts
receivable  of  $2.3 million, and increased spending of $1.0  million  on
vegetation management.

      Other  operation and maintenance expenses increased  for  the  nine
months  ended September 30, 2000 primarily due to increased  spending  on
vegetation  management  of  $3.5 million and  outside  services  employed
related  to  legal  and  contract services for transition  work  of  $6.5
million.

Depreciation and amortization

      Depreciation  and  amortization expenses increased  for  the  three
months  ended  September 30, 2000 primarily due to a review of  plant-in-
service   dates  for  consistency  with  regulatory  treatment   reducing
depreciation  expense  by  $6.7  million  in  August  1999,  as  well  as
depreciation expense related to net capital additions in 2000.

Amortization of rate deferrals

      Amortization of rate deferrals decreased for the nine months  ended
September  30,  2000  primarily due to the large reduction  in  the  rate
deferral balance upon the PUCT's approval in June 1999 of the Texas  rate
settlement.  This settlement increased amortization expense in  1999  but
was offset by increased revenues as discussed above.

Other

Income taxes

     The  effective income tax rates for the three months ended September
30,  2000  and  1999 were 38.2% and 39.1%, respectively.   The  effective
income  tax rates for the nine months ended September 30, 2000  and  1999
were 37.0% and 42.1%, respectively.  The decrease in the effective income
tax rate for the nine months ended September 30, 2000 is primarily due to
an  increase in flow-through and permanent items partially offset by  tax
adjustments in June 1999 for River Bend abeyed plant.




                        ENTERGY GULF STATES, INC.
                            INCOME STATEMENTS
     For the Three and Nine Months Ended September 30, 2000 and 1999
                               (Unaudited)

                                                          Three Months Ended       Nine Months Ended
                                                           2000       1999         2000        1999
                                                            (In Thousands)          (In Thousands)
                                                                                 
                 OPERATING REVENUES
Domestic electric                                        $811,265    $671,457   $1,862,171   $1,609,285
Natural gas                                                 5,887       4,619       24,584       21,603
Steam products                                                  -           -            -       15,550
                                                         --------    --------   ----------   ----------
TOTAL                                                     817,152     676,076    1,886,755    1,646,438
                                                         --------    --------   ----------   ----------

                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                             279,411     180,037      639,950      451,301
   Purchased power                                        141,226     163,546      328,506      296,075
   Nuclear refueling outage expenses                        4,990       5,010       13,573       10,366
   Other operation and maintenance                        116,480      96,661      313,720      302,718
Decommissioning                                             1,568       1,362        4,705        6,152
Taxes other than income taxes                              35,295      30,611       90,053       86,421
Depreciation and amortization                              47,599      40,053      140,977      139,885
Other regulatory credits - net                               (955)     (3,390)     (12,746)     (15,677)
Amortization of rate deferrals                              1,402       1,402        4,205       85,795
                                                         --------    --------   ----------   ----------
TOTAL                                                     627,016     515,292    1,522,943    1,363,036
                                                         --------    --------   ----------   ----------

OPERATING INCOME                                          190,136     160,784      363,812      283,402
                                                         --------    --------   ----------   ----------

                    OTHER INCOME
Allowance for equity funds used during construction         2,189       2,424        5,675        4,741
Gain on sale of assets                                        549         602        1,595        1,512
Miscellaneous - net                                         4,910       5,909        8,320       12,462
                                                         --------    --------   ----------   ----------
TOTAL                                                       7,648       8,935       15,590       18,715
                                                         --------    --------   ----------   ----------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                 39,036      34,117      106,225      103,645
Other interest - net                                        1,415       3,112        4,524        4,683
Distributions on preferred securities of subsidiary         1,859       1,859        5,578        5,578
Allowance for borrowed funds used during construction      (1,973)     (2,170)      (5,185)      (4,305)
                                                         --------    --------   ----------   ----------
TOTAL                                                      40,337      36,918      111,142      109,601
                                                         --------    --------   ----------   ----------

INCOME BEFORE INCOME TAXES                                157,447     132,801      268,260      192,516

Income taxes                                               60,122      51,880       99,363       81,136
                                                         --------    --------   ----------   ----------

NET INCOME                                                 97,325      80,921      168,897      111,380

Preferred dividend requirements and other                   1,349       4,108        8,668       12,774
                                                         --------    --------   ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                              $95,976     $76,813     $160,229      $98,606
                                                         ========    ========   ==========   ==========
See Notes to Financial Statements.






                         ENTERGY GULF STATES, INC.
                         STATEMENTS OF CASH FLOWS
          For the Nine Months Ended September 30, 2000 and 1999
                               (Unaudited)

                                                                     2000           1999
                                                                         (In Thousands)
                                                                             
                   OPERATING ACTIVITIES
Net income                                                           $168,897      $111,380
Noncash items included in net income:
  Amortization of rate deferrals                                        4,205        85,795
  Reserve for regulatory adjustments                                  (82,637)     (107,901)
  Other regulatory credits - net                                      (12,746)      (15,677)
  Depreciation, amortization, and decommissioning                     145,682       146,037
  Deferred income taxes and investment tax credits                     19,866        18,482
  Allowance for equity funds used during construction                  (5,675)       (4,741)
  Gain on sale of assets                                               (1,595)       (1,512)
Changes in working capital:
  Receivables                                                        (129,735)      (72,852)
  Fuel inventory                                                       (2,515)      (12,196)
  Accounts payable                                                      4,179        16,240
  Taxes accrued                                                        95,878        81,302
  Interest accrued                                                     20,172         7,396
  Deferred fuel costs                                                 (81,756)      (40,647)
  Other working capital accounts                                       12,769       (13,133)
Provision for estimated losses and reserves                            (3,195)        5,529
Changes in other regulatory assets                                    (27,392)        1,217
Other                                                                  37,427        10,286
                                                                     --------      --------
Net cash flow provided by operating activities                        161,829       215,005
                                                                     --------      --------

                   INVESTING ACTIVITIES
Construction expenditures                                            (195,304)     (122,538)
Allowance for equity funds used during construction                     5,675         4,741
Nuclear fuel purchases                                                (34,707)      (51,980)
Proceeds from sale/leaseback of nuclear fuel                           34,150        43,009
Decommissioning trust contributions and realized
    change in trust assets                                             (8,364)       (8,162)
                                                                     --------      --------
Net cash flow used in investing activities                           (198,550)     (134,930)
                                                                     --------      --------

                   FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                                      298,855       122,999
Retirement of:
  Long-term debt                                                            -       (47,920)
Redemption of preferred and preference stock                         (156,260)      (25,931)
Dividends paid:
  Common stock                                                        (73,400)      (88,000)
  Preferred stock                                                      (9,540)      (12,873)
                                                                     --------      --------
Net cash flow provided by (used in) financing activities               59,655       (51,725)
                                                                     --------      --------

Net increase in cash and cash equivalents                              22,934        28,350

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

Cash and cash equivalents at end of period                            $55,246      $144,086
                                                                     ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                                $91,865      $101,963
  Income taxes                                                         $7,659        $3,114
 Noncash investing and financing activities:
  Change in unrealized appreciation of
   decommissioning trust assets                                       $15,500        $8,540

See Notes to Financial Statements.





                          ENTERGY GULF STATES, INC.
                               BALANCE SHEETS
                                  ASSETS
                   September 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                     2000           1999
                                                                        (In Thousands)
                                                                           
                       CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                $10,932        $8,607
  Temporary cash investments - at cost,
    which approximates market                                          44,314        23,705
                                                                   ----------    ----------
        Total cash and cash equivalents                                55,246        32,312
                                                                   ----------    ----------
Accounts receivable:
  Customer                                                            131,755        73,215
  Allowance for doubtful accounts                                      (1,828)       (1,828)
  Associated companies                                                 10,382         1,706
  Other                                                                24,885        15,030
  Accrued unbilled revenues                                           143,061        90,396
                                                                   ----------    ----------
    Total receivables                                                 308,255       178,519
                                                                   ----------    ----------
Deferred fuel costs                                                   216,214       134,458
Fuel inventory - at average cost                                       40,786        38,271
Materials and supplies - at average cost                              101,696       112,585
Rate deferrals                                                          5,606         5,606
Prepayments and other                                                  26,249        21,750
                                                                   ----------    ----------
TOTAL                                                                 754,052       523,501
                                                                   ----------    ----------

               OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                           258,541       234,677
Non-utility property - at cost (less accumulated depreciation)        193,322       187,759
Other - at cost (less accumulated depreciation)                        14,895        13,681
                                                                   ----------    ----------
TOTAL                                                                 466,758       436,117
                                                                   ----------    ----------

                        UTILITY PLANT
Electric                                                            7,490,461     7,365,407
Property under capital lease                                           40,872        46,210
Natural gas                                                            54,886        52,473
Construction work in progress                                         195,221       145,492
Nuclear fuel under capital lease                                       65,292        70,801
                                                                   ----------    ----------
TOTAL UTILITY PLANT                                                 7,846,732     7,680,383
Less - accumulated depreciation and amortization                    3,686,284     3,551,595
                                                                   ----------    ----------
UTILITY PLANT - NET                                                 4,160,448     4,128,788
                                                                   ----------    ----------

              DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Rate deferrals                                                        1,402         5,606
  SFAS 109 regulatory asset - net                                     391,750       385,405
  Unamortized loss on reacquired debt                                  38,798        40,576
  Other regulatory assets                                             161,205       140,157
Long-term receivables                                                  30,281        32,260
Other                                                                  17,959        23,490
                                                                   ----------    ----------
TOTAL                                                                 641,395       627,494
                                                                   ----------    ----------

TOTAL ASSETS                                                       $6,022,653    $5,715,900
                                                                   ==========    ==========
See Notes to Financial Statements.






                          ENTERGY GULF STATES, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                  September 30, 2000 and December 31, 1999
                                 (Unaudited)

                                                                      2000        1999
                                                                       (In Thousands)
                                                                         
                  CURRENT LIABILITIES
Currently maturing long-term debt                                    $122,750         $ -
Accounts payable:
  Associated companies                                                 44,226      79,962
  Other                                                               154,358     114,444
Customer deposits                                                      36,846      33,360
Taxes accrued                                                         197,676     101,798
Accumulated deferred income taxes                                      59,770      27,960
Nuclear refueling outage costs                                          6,854      11,216
Interest accrued                                                       48,743      28,570
Obligations under capital leases                                       52,131      51,973
Other                                                                  22,735      14,557
                                                                   ----------  ----------
TOTAL                                                                 746,089     463,840
                                                                   ----------  ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                   1,101,255   1,098,882
Accumulated deferred investment tax credits                           172,875     178,500
Obligations under capital leases                                       54,033      65,038
Other regulatory liabilities                                            1,070       2,967
Decommissioning                                                       141,301     139,194
Transition to competition                                              66,061      47,101
Regulatory reserves                                                    27,900     110,536
Accumulated provisions                                                 66,200      69,395
Other                                                                 116,123     117,804
                                                                   ----------  ----------
TOTAL                                                               1,746,818   1,829,417
                                                                   ----------  ----------

Long-term debt                                                      1,809,006   1,631,581
Preferred stock with sinking fund                                      34,650      34,650
Preference stock                                                            -     150,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                     85,000      85,000

                  SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                   44,229      51,444
Common stock, no par value, authorized 200,000,000
   shares; issued and outstanding 100 shares in 2000 and in 1999      114,055     114,055
Paid-in capital                                                     1,153,195   1,153,131
Retained earnings                                                     289,611     202,782
                                                                   ----------  ----------
TOTAL                                                               1,601,090   1,521,412
                                                                   ----------  ----------

Commitments and Contingencies (Notes 1 and 2)

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $6,022,653  $5,715,900
                                                                   ==========  ==========
See Notes to Financial Statements.




                          ENTERGY GULF STATES, INC.
                         SELECTED OPERATING RESULTS
      For the Three and Nine Months Ended September 30, 2000 and 1999
                               (Unaudited)


                                  Three Months Ended     Increase/
         Description              2000         1999      (Decrease)      %
                                     (In Millions)
Electric Operating Revenues:
  Residential                    $ 237.8     $ 209.9       $ 27.9       13
  Commercial                       133.1       121.8         11.3        9
  Industrial                       221.8       197.8         24.0       12
  Governmental                       7.7         7.2          0.5        7
                                 -------     -------      -------
    Total retail                   600.4       536.7         63.7       12
  Sales for resale
     Associated companies           63.5        27.0         36.5      135
     Non-associated companies       31.7        50.4        (18.7)     (37)
  Other                            115.7        57.4         58.3      102
                                 -------     -------      -------
    Total                        $ 811.3     $ 671.5      $ 139.8       21
                                 =======     =======      =======

Billed Electric Energy
 Sales (GWH):
  Residential                      3,340       3,182          158        5
  Commercial                       2,290       2,175          115        5
  Industrial                       4,481       4,555          (74)      (2)
  Governmental                       122         112           10        9
                                 -------     -------      -------
    Total retail                  10,233      10,024          209        2
  Sales for resale
     Associated companies            769         306          463      151
     Non-associated companies        698       1,104         (406)     (37)
                                 -------     -------      -------
    Total                         11,700      11,434          266        2
                                 =======     =======      =======


                                  Nine Months Ended       Increase/
         Description              2000         1999      (Decrease)      %
                                     (In Millions)
Electric Operating Revenues:
  Residential                    $ 534.7     $ 463.3       $ 71.4       15
  Commercial                       362.3       316.3         46.0       15
  Industrial                       614.5       524.3         90.2       17
  Governmental                      23.4        20.5          2.9       14
                               ---------   ---------      -------
    Total retail                 1,534.9     1,324.4        210.5       16
  Sales for resale
     Associated companies           81.9        31.6         50.3      159
     Non-associated companies       76.5        86.4         (9.9)     (11)
  Other                            168.9       166.9          2.0        1
                               ---------   ---------      -------
    Total                      $ 1,862.2   $ 1,609.3      $ 252.9       16
                               =========   =========      =======

Billed Electric Energy
 Sales (GWH):
  Residential                      7,274       7,024          250        4
  Commercial                       5,795       5,558          237        4
  Industrial                      13,396      13,111          285        2
  Governmental                       336         314           22        7
                               ---------   ---------      -------
    Total retail                  26,801      26,007          794        3
  Sales for resale
     Associated companies          1,205         476          729      153
     Non-associated companies      2,266       2,517         (251)     (10)
                               ---------   ---------      -------
    Total                         30,272      29,000        1,272        4
                               =========   =========      =======





                         ENTERGY LOUISIANA, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September 30, 2000
compared to the three months ended September 30, 1999 primarily due to an
increase in sales volume, partially offset by increases in provisions for
potential  rate  refunds, other operation and maintenance  expenses,  and
depreciation and amortization expenses.

     Net  income decreased for the nine months ended September  30,  2000
compared to the nine months ended September 30, 1999 primarily due  to  a
decrease  in unbilled revenues and increases in provisions for  potential
rate  refunds, other operation and maintenance expenses, and depreciation
and  amortization expenses.  These decreases were partially offset by  an
increase in sales volume and lower interest expense on long-term debt.

Revenues and Sales

      The  changes in electric operating revenues for the three and  nine
months ended September 30, 2000 are as follows:

                                 Three Months Ended       Nine Months Ended
            Description          Increase/(Decrease)     Increase/(Decrease)
                                                 (In Millions)

Base revenues                             ($17.5)              ($46.4)
Fuel cost recovery                         137.0                163.3
Sales volume/weather                        10.7                 17.5
Other revenue (including unbilled)          28.7                (28.3)
Sales for resale                           (13.7)               (23.7)
                                          ------                -----
   Total                                  $145.2                $82.4
                                          ======                =====

Base revenues

      Base  revenues  decreased  for the  three  and  nine  months  ended
September 30, 2000 primarily due to accruals for potential rate  refunds.
The  decrease also is attributable to formula rate plan reductions in the
residential, commercial, and industrial sectors.

Fuel cost recovery

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

      Fuel cost recovery revenues increased for the three and nine months
ended  September 30, 2000 as a result of higher fuel and purchased  power
expenses primarily due to the increased market price of natural gas.




                         ENTERGY LOUISIANA, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Sales volume/weather

     Sales volume increased for the three and nine months ended September
30, 2000 primarily due to increased usage by residential, commercial, and
industrial  customers,  as  well  as  more  favorable  weather   in   the
residential and commercial sectors.

Other revenue (including unbilled)

      Other  revenue increased for the three months ended  September  30,
2000 primarily due to higher fuel prices and increased volume in unbilled
revenues.

     Other revenue decreased for the nine months ended September 30, 2000
primarily due to the effect of a change in estimate on the third  quarter
1999  unbilled revenues.  The changed estimate more closely  aligned  the
fuel component of unbilled revenues with regulatory treatment.

Sales for resale

      Sales  for  resale  decreased for the three and nine  months  ended
September  30, 2000 primarily due to increased sales to retail  customers
resulting in less electricity available for resale.

Expenses

Fuel and purchased power expenses

      Fuel and purchased power expenses increased for the three and nine
months  ended  September 30, 2000 primarily due to an  increase  in  the
market price of gas and purchased power.

Other operation and maintenance

      Other  operation and maintenance expenses increased for the  three
months  ended  September 30, 2000 primarily due to an increase  of  $4.5
million  in  maintenance  expense  at  certain  fossil  plants,  and  an
incentive compensation accrual of $1.7 million.

      Other  operation and maintenance expenses increased for  the  nine
months ended September 30, 2000 primarily due to:

     o an increase in expenses from maintenance and planned maintenance
       outages at Waterford 3 and certain fossil plants of $15 million;
     o an increase in property insurance expenses of $5 million primarily
       due to changes in storm damage reserves effective August 1999;
     o an increase in vegetation management costs of $2.7 million;
     o an increase of $1.6 million in contract work for plant protection
       services at Waterford 3; and
     o an increase in environmental reserves of $1.7 million.

The overall increase in other operation and maintenance expenses for the
nine  months  ended  was partially offset by a decrease  in  injury  and
damages  claims of $3.6 million and higher nuclear insurance refunds  of
$1.8 million.



                         ENTERGY LOUISIANA, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Depreciation and amortization expenses

      Depreciation and amortization expenses increased for the three  and
nine  months ended September 30, 2000 primarily due to a review of plant-
in-service  dates  for  consistency with  regulatory  treatment  reducing
depreciation  expense  by  $3.4  million  in  August  1999,  as  well  as
depreciation expense related to net capital additions in 2000.

Interest charges

      Interest  on  long-term debt decreased for the  nine  months  ended
September 30, 2000 primarily due to the refinancing and net redemption of
$77  million of long-term debt in 1999, partially offset by the  issuance
of $150 million of long-term debt in May 2000.

Income taxes

      The effective income tax rates for the three months ended September
30,  2000  and  1999 were 39.5% and 39.4%, respectively.   The  effective
income  tax rates for the nine months ended September 30, 2000  and  1999
were 40.2% and 39.8%, respectively.





                          ENTERGY LOUISIANA, INC.
                             INCOME STATEMENTS
       For the Three and Nine Months Ended September 30, 2000 and 1999
                                 (Unaudited)

                                                         Three Months Ended      Nine Months Ended
                                                          2000       1999       2000           1999
                                                           (In Thousands)          (In Thousands)
                                                                                
                 OPERATING REVENUES
Domestic electric                                       $722,175   $576,956   $1,517,063    $1,434,692
                                                        --------   --------   ----------    ----------
                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                            235,362    112,908      367,301       275,531
   Purchased power                                       160,360    156,391      394,479       340,973
   Nuclear refueling outage expenses                       3,410      3,481       10,230        12,403
   Other operation and maintenance                        77,435     72,181      225,608       205,497
Decommissioning                                            2,606      2,197        7,817         6,590
Taxes other than income taxes                             21,173     19,145       55,889        55,815
Depreciation and amortization                             42,700     38,601      127,029       120,564
Other regulatory charges - net                               240          -          720             -
                                                        --------   --------   ----------    ----------
TOTAL                                                    543,286    404,904    1,189,073     1,017,373
                                                        --------   --------   ----------    ----------

OPERATING INCOME                                         178,889    172,052      327,990       417,319
                                                        --------   --------   ----------    ----------

                    OTHER INCOME
Allowance for equity funds used during construction        1,373        790        3,252         3,282
Miscellaneous - net                                        2,641        862        3,184         1,442
                                                        --------   --------   ----------    ----------
TOTAL                                                      4,014      1,652        6,436         4,724
                                                        --------   --------   ----------    ----------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                25,418     24,728       73,360        78,472
Other interest - net                                       1,212      1,609        5,158         3,821
Distributions on preferred securities of subsidiary        1,575      1,575        4,725         4,725
Allowance for borrowed funds used during construction     (1,046)      (631)      (2,914)       (2,998)
                                                        --------   --------   ----------    ----------
TOTAL                                                     27,159     27,281       80,329        84,020
                                                        --------   --------   ----------    ----------

INCOME BEFORE INCOME TAXES                               155,744    146,423      254,097       338,023

Income taxes                                              61,577     57,744      102,051       134,485
                                                        --------   --------   ----------    ----------

NET INCOME                                                94,167     88,679      152,046       203,538

Preferred dividend requirements and other                  2,378      2,378        7,135         7,427
                                                        --------   --------   ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                             $91,789    $86,301     $144,911      $196,111
                                                        ========   ========   ==========    ==========
See Notes to Financial Statements.






                            ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS
            For the Nine Months Ended September 30, 2000 and 1999
                                 (Unaudited)

                                                              2000           1999
                                                                 (In Thousands)
                                                                      
                OPERATING ACTIVITIES
Net income                                                    $152,046      $203,538
Noncash items included in net income:
  Other regulatory charges - net                                   720             -
  Depreciation, amortization, and decommissioning              134,846       127,154
  Deferred income taxes and investment tax credits              (1,395)       25,141
  Allowance for equity funds used during                        (3,252)       (3,282)
construction
Changes in working capital:
  Receivables                                                 (141,381)     (107,103)
  Accounts payable                                             (65,280)       96,470
  Taxes accrued                                                130,070        63,173
  Interest accrued                                               9,015       (28,789)
  Deferred fuel costs                                          (69,348)      (64,836)
  Other working capital accounts                                45,542        (2,438)
Provision for estimated losses and reserves                      3,378         2,290
Changes in other regulatory assets                              16,732        20,033
Other                                                            2,834       (23,864)
                                                              --------      --------
Net cash flow provided by operating activities                 214,527       307,487
                                                              --------      --------

                INVESTING ACTIVITIES
Construction expenditures                                     (135,442)      (86,163)
Allowance for equity funds used during construction              3,252         3,282
Nuclear fuel purchases                                         (29,317)      (11,308)
Proceeds from sale/leaseback of nuclear fuel                    29,317        11,308
Decommissioning trust contributions and realized
    change in trust assets                                      (8,700)       (8,510)
                                                              --------      --------
Net cash flow used in investing activities                    (140,890)      (91,391)
                                                              --------      --------

                FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                               148,754       188,097
Retirement of:
  Long-term debt                                              (100,000)     (252,310)
  Redemption of preferred stock                                      -       (50,000)
Dividends paid:
  Common stock                                                 (57,800)     (165,400)
  Preferred stock                                               (7,135)       (8,010)
                                                              --------      --------
Net cash flow used in financing activities                     (16,181)     (287,623)
                                                              --------      --------

Net increase (decrease) in cash and cash equivalents            57,456       (71,527)

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

Cash and cash equivalents at end of period                     $65,190       $11,503
                                                              ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                        $ 68,913     $ 111,675
  Income taxes                                                 $ 9,156      $ 82,454
 Noncash investing and financing activities:
  Change in unrealized appreciation of
   decommissioning trust assets                                $ 4,396       $ 1,987

See Notes to Financial Statements.







                            ENTERGY LOUISIANA, INC.
                                BALANCE SHEETS
                                   ASSETS
                  September 30, 2000 and December 31, 1999
                                 (Unaudited)

                                                                     2000           1999
                                                                       (In Thousands)
                                                                          
                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                              $12,658         $7,734
  Temporary cash investments - at cost,
    which approximates market                                        52,532              -
                                                                 ----------     ----------
        Total cash and cash equivalents                              65,190          7,734
                                                                 ----------     ----------
Notes Receivable                                                      1,506              3
Accounts receivable:
  Customer                                                          152,226         79,335
  Allowance for doubtful accounts                                    (1,615)        (1,615)
  Associated companies                                               26,499         14,601
  Other                                                              17,455         10,762
  Accrued unbilled revenues                                         156,100        106,200
                                                                 ----------     ----------
    Total receivables                                               350,665        209,283
                                                                 ----------     ----------
Deferred fuel costs                                                  71,510          2,161
Accumulated deferred income taxes                                         -         12,520
Materials and supplies - at average cost                             79,839         84,027
Deferred nuclear refueling outage costs                               1,128         11,336
Prepayments and other                                                10,225          6,011
                                                                 ----------     ----------
TOTAL                                                               580,063        333,075
                                                                 ----------     ----------

              OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                       14,230         14,230
Decommissioning trust funds                                         114,039        100,943
Non-utility property - at cost (less accumulated depreciation)       21,779         21,433
                                                                 ----------     ----------
TOTAL                                                               150,048        136,606
                                                                 ----------     ----------

                      UTILITY PLANT
Electric                                                          5,280,994      5,178,808
Property under capital lease                                        236,272        236,271
Construction work in progress                                       133,815        108,106
Nuclear fuel under capital lease                                     59,600         51,930
                                                                 ----------     ----------
TOTAL UTILITY PLANT                                               5,710,681      5,575,115
Less - accumulated depreciation and amortization                  2,440,407      2,309,815
                                                                 ----------     ----------
UTILITY PLANT - NET                                               3,270,274      3,265,300
                                                                 ----------     ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                   212,583        230,899
  Unamortized loss on reacquired debt                                34,476         35,856
  Other regulatory assets                                            51,776         50,191
Other                                                                12,918         17,302
                                                                 ----------     ----------
TOTAL                                                               311,753        334,248
                                                                 ----------     ----------

TOTAL ASSETS                                                     $4,312,138     $4,069,229
                                                                 ==========     ==========
See Notes to Financial Statements.







                        ENTERGY LOUISIANA, INC.
                            BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                September 30, 2000 and December 31, 1999
                              (Unaudited)

                                                                   2000           1999
                                                                     (In Thousands)
                                                                       
                  CURRENT LIABILITIES
Currently maturing long-term debt                                 $35,088      $116,388
Accounts payable:
  Associated companies                                             43,795       137,869
  Other                                                           119,562        90,768
Customer deposits                                                  58,718        61,096
Taxes accrued                                                     155,933        25,863
Accumulated deferred income taxes                                   5,486             -
Interest accrued                                                   29,251        20,236
Obligations under capital leases                                   28,387        28,387
Other                                                             100,556        59,737
                                                               ----------    ----------
TOTAL                                                             576,776       540,344
                                                               ----------    ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                 761,035       792,290
Accumulated deferred investment tax credits                       118,773       123,155
Obligations under capital leases                                   31,213        23,543
Accumulated provisions                                             61,465        58,087
Other                                                              47,350        34,564
                                                               ----------    ----------
TOTAL                                                           1,019,836     1,031,639
                                                               ----------    ----------

Long-term debt                                                  1,276,632     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                                                 146,665        59,554
                                                               ----------    ----------
TOTAL                                                           1,333,894     1,246,783
                                                               ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,312,138    $4,069,229
                                                               ==========    ==========
See Notes to Financial Statements.


                           ENTERGY LOUISIANA, INC.
                         SELECTED OPERATING RESULTS
       For the Three and Nine Months Ended September 30, 2000 and 1999
                                (Unaudited)


                                   Three Months Ended     Increase/
         Description              2000         1999      (Decrease)       %
                                     (In Millions)
Electric Operating Revenues:
  Residential                    $ 284.1      $ 228.2        $ 55.9       24
  Commercial                       145.9        116.3          29.6       25
  Industrial                       219.7        168.4          51.3       30
  Governmental                      11.6          9.1           2.5       27
                                 -------      -------       -------
    Total retail                   661.3        522.0         139.3       27
  Sales for resale
     Associated companies           15.0         18.4          (3.4)     (18)
     Non-associated companies        9.3         19.6         (10.3)     (53)
  Other                             36.6         17.0          19.6      115
                                 -------      -------       -------
    Total                        $ 722.2      $ 577.0       $ 145.2       25
                                 =======      =======       =======
Billed Electric Energy
 Sales (GWH):
  Residential                      3,103        2,955           148        5
  Commercial                       1,650        1,568            82        5
  Industrial                       3,789        3,802           (13)       -
  Governmental                       131          123             8        7
                               ---------    ---------        ------
    Total retail                   8,673        8,448           225        3
  Sales for resale
     Associated companies            152          150             2        1
     Non-associated companies        122          195           (73)     (37)
                               ---------    ---------        ------
    Total                          8,947        8,793           154        2
                               =========    =========        ======


                                  Nine Months Ended         Increase/
         Description              2000         1999        (Decrease)      %
                              (In Millions)
Electric Operating Revenues:
  Residential                    $ 546.4      $ 485.6        $ 60.8       13
  Commercial                       324.1        289.4          34.7       12
  Industrial                       533.2        463.1          70.1       15
  Governmental                      27.9         25.0           2.9       12
                               ---------    ---------        ------
    Total retail                 1,431.6      1,263.1         168.5       13
  Sales for resale
     Associated companies           15.7         26.3         (10.6)     (40)
     Non-associated companies       30.8         43.9         (13.1)     (30)
  Other                             39.0        101.4         (62.4)     (62)
                               ---------    ---------        ------
    Total                      $ 1,517.1    $ 1,434.7        $ 82.4        6
                               =========    =========        ======

Billed Electric Energy
 Sales (GWH):
  Residential                      6,775        6,615           160        2
  Commercial                       4,094        3,986           108        3
  Industrial                      11,431       11,205           226        2
  Governmental                       362          354             8        2
                               ---------    ---------        ------
    Total retail                  22,662       22,160           502        2
  Sales for resale
     Associated companies            168          390          (222)     (57)
     Non-associated companies        435          672          (237)     (35)
                               ---------    ---------        ------
    Total                         23,265       23,222            43        -
                               =========    =========        ======




                        ENTERGY MISSISSIPPI, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the three months ended September 30, 2000
compared  to the three months ended September 30, 1999 primarily  due  to
increased other operation and maintenance expenses and increased interest
and other charges.

Revenues and Sales

      The  changes in electric operating revenues for the three and  nine
months ended September 30, 2000 are as follows:

                                  Three Months Ended    Nine Months Ended
           Description            Increase/(Decrease)  Increase/(Decrease)
                                              (In Millions)


Base revenues                             $0.1              ($3.9)
Grand Gulf rate rider                      4.7                6.1
Fuel cost recovery                        19.0               41.3
Sales volume/weather                       5.0                6.2
Other revenue (including unbilled)         2.2               19.6
Sales for resale                          (0.2)             (17.2)
                                         -----              -----
   Total                                 $30.8              $52.1
                                         =====              =====

Rate riders

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

      Grand  Gulf  rate rider revenue increased for the  three  and  nine
months  ended  September 30, 2000 as a result of  increased  recovery  of
Grand  Gulf  capacity costs, primarily due to an increase in  the  amount
recovered under the Grand Gulf Accelerated Recovery Tariff (GGART).   The
GGART  is  discussed in more detail in Note 2 to the financial statements
in the Form 10-K.

Fuel cost recovery

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

      Fuel cost recovery revenues increased for the three and nine months
ended September 30, 2000 primarily due to an increase in the energy  cost
recovery  rider (ECR) effective January 2000.  The increase  in  the  ECR
allows Entergy Mississippi to recover previously deferred fuel expenses.



                        ENTERGY MISSISSIPPI, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Sales volume/weather

     Sales volume increased for the three and nine months ended September
30,  2000  primarily due to increased usage by residential and commercial
customers, as well as more favorable weather.

Other revenue (including unbilled)

     Other revenue increased for the nine months ended September 30, 2000
primarily  due to the effect of favorable weather in 2000 and the  effect
of  a  change  in estimate on third quarter 1999 unbilled revenues.   The
changed  estimate  more  closely aligned the fuel component  of  unbilled
revenues with regulatory treatment.

Sales for resale

      Sales for resale decreased for the nine months ended September  30,
2000  primarily due to a decrease in sales to associated companies  as  a
result of decreased oil generation due to plant outages in early 2000.

Expenses

Fuel and purchased power expenses

      Fuel  and  purchased power expenses increased for the three  months
ended  September 30, 2000 primarily due to increased oil and  gas  prices
and an increase in generation requirements.

      Fuel  and  purchased power expenses increased for the  nine  months
ended  September 30, 2000 primarily due to increased oil and gas  prices,
partially offset by a decrease in the price of purchased power.

Other operation and maintenance

     Other operation and maintenance expenses increased for the three and
nine  months  ended September 30, 2000 primarily due to  increased  plant
maintenance  of  $1.8  million  and $5.9 million,  respectively,  and  an
increase  in property damage expenses of $4.4 million and $10.3  million,
respectively,  primarily  due  to  a  change  in  storm  damage   reserve
amortization  in the third quarter of 1999 in accordance with  regulatory
treatment.

Depreciation and amortization

      Depreciation and amortization expenses increased for the three  and
nine  months ended September 30, 2000 primarily due to a review of plant-
in-service  dates  for  consistency with  regulatory  treatment  reducing
depreciation  expense  by $2.4 million in August 1999,  as  well  as  net
capital additions.

Other regulatory charges (credits) - net

      Other  regulatory  charges increased for  the  three  months  ended
September 30, 2000 primarily due to a decrease in the deferral  of  Grand
Gulf 1 expenses associated with the System Energy rate increase.

      Other  regulatory  credits  decreased for  the  nine  months  ended
September 30, 2000 primarily due to a decrease in the deferral  of  Grand
Gulf 1 expenses associated with the System Energy rate increase.



                        ENTERGY MISSISSIPPI, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Other

Other income

      Other income increased for the nine months ended September 30, 2000
primarily  due to an increase in AFUDC as a result of higher construction
expenditures  and  an increase in interest income from  the  deferral  of
Grand Gulf 1 expenses.

Interest charges

      Interest on long-term debt increased for the three and nine  months
ended September 30, 2000 primarily due to the refinancing of $125 million
of  long-term debt in June 1999 and $30 million of long-term debt in July
1999, reducing 1999 interest expense, combined with the issuance of  $120
million of long-term debt in February 2000.

Income taxes

      The effective income tax rates for the three months ended September
30,  2000  and  1999 were 37.2% and 35.4%, respectively.   The  effective
income  tax rates for the nine months ended September 30, 2000  and  1999
were 35.6% and 34.8%, respectively.




                        ENTERGY MISSISSIPPI, INC.
                           INCOME STATEMENTS
      For the Three and Nine Months Ended September 30, 2000 and 1999
                               (Unaudited)

                                                      Three Months Ended    Nine Months Ended
                                                       2000       1999      2000         1999
                                                        (In Thousands)       (In Thousands)

                                                                           
               OPERATING REVENUES
Domestic electric                                    $297,966   $267,159   $696,346    $644,239
                                                     --------   --------   --------    --------
               OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                          65,656     44,842    140,986     141,617
   Purchased power                                    111,677    111,236    283,544     259,505
   Other operation and maintenance                     42,390     35,355    121,093     108,268
Taxes other than income taxes                          12,906     11,752     34,174      33,496
Depreciation and amortization                          12,292      9,166     35,994      31,665
Other regulatory charges (credits) - net               16,750     12,290      2,262      (5,681)
                                                     --------   --------   --------    --------
TOTAL                                                 261,671    224,641    618,053     568,870
                                                     --------   --------   --------    --------

OPERATING INCOME                                       36,295     42,518     78,293      75,369
                                                     --------   --------   --------    --------

                  OTHER INCOME
Allowance for equity funds used during construction       662        325      1,912         693
Miscellaneous - net                                     2,246      1,724      6,656       5,215
                                                     --------   --------   --------    --------
TOTAL                                                   2,908      2,049      8,568       5,908
                                                     --------   --------   --------    --------

           INTEREST AND OTHER CHARGES
Interest on long-term debt                             11,012      8,113     31,026      27,135
Other interest - net                                      673        849      2,370       2,294
Allowance for borrowed funds used during construction    (518)      (330)    (1,502)     (1,026)
                                                     --------   --------   --------    --------
TOTAL                                                  11,167      8,632     31,894      28,403
                                                     --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                             28,036     35,935     54,967      52,874

Income taxes                                           10,425     12,724     19,556      18,425
                                                     --------   --------   --------    --------

NET INCOME                                             17,611     23,211     35,411      34,449

Preferred dividend requirements and other                 842        842      2,527       2,527
                                                     --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                          $16,769    $22,369    $32,884     $31,922
                                                     ========   ========   ========    ========
See Notes to Financial Statements.






                          ENTERGY MISSISSIPPI, INC.
                          STATEMENTS OF CASH FLOWS
             For the Nine Months Ended September 30, 2000 and 1999
                                (Unaudited)

                                                                     2000           1999
                                                                        (In Thousands)
                                                                            
                   OPERATING ACTIVITIES
Net income                                                           $35,411       $34,449
Noncash items included in net income:
  Other regulatory charges (credits) - net                             2,262        (5,681)
  Depreciation and amortization                                       35,994        31,665
  Deferred income taxes and investment tax credits                    23,697        15,432
  Allowance for equity funds used during construction                 (1,912)         (693)
  Loss on sale of assets                                                   2             -
Changes in working capital:
  Receivables                                                        (30,932)       10,702
  Fuel inventory                                                         705        (1,942)
  Accounts payable                                                    (9,520)       31,504
  Taxes accrued                                                       18,406        51,337
  Interest accrued                                                     3,609        (1,351)
  Deferred fuel costs                                                (88,172)      (37,805)
  Other working capital accounts                                       4,021        10,428
Provision for estimated losses and reserves                             (699)        2,033
Changes in other regulatory assets                                   (17,643)      (39,284)
Other                                                                 20,612         2,526
                                                                    --------      --------
Net cash flow provided by (used in) operating activities              (4,159)      103,320
                                                                    --------      --------

                   INVESTING ACTIVITIES
Construction expenditures                                            (91,895)      (59,151)
Allowance for equity funds used during construction                    1,912           693
                                                                    --------      --------
Net cash flow used in investing activities                           (89,983)      (58,458)
                                                                    --------      --------

                   FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                                     119,057       153,683
Retirement of:
  Long-term debt                                                           -      (163,278)
Dividends paid:
  Common stock                                                       (18,000)      (28,700)
  Preferred stock                                                     (2,527)       (2,521)
                                                                    --------      --------
Net cash flow provided by (used in) financing activities              98,530       (40,816)
                                                                    --------      --------

Net increase in cash and cash equivalents                              4,388         4,046

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

Cash and cash equivalents at end of period                            $9,175        $6,686
                                                                    ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                               $28,060       $29,386
  Income taxes                                                      ($28,748)     ($53,785)

See Notes to Financial Statements.






                          ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                                  ASSETS
                  September 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                    2000           1999
                                                                      (In Thousands)
                                                                        
                      CURRENT ASSETS
Cash and cash equivalents                                           $9,175        $4,787
Accounts receivable:
  Customer                                                          62,044        35,675
  Allowance for doubtful accounts                                     (886)         (886)
  Associated companies                                               4,090         1,370
  Other                                                                134         2,391
  Accrued unbilled revenues                                         32,700        28,600
                                                                ----------    ----------
    Total receivables                                               98,082        67,150
                                                                ----------    ----------
Deferred fuel costs                                                136,111        47,939
Fuel inventory - at average cost                                     3,069         3,774
Materials and supplies - at average cost                            17,805        17,068
Prepayments and other                                                4,981         7,114
                                                                ----------    ----------
TOTAL                                                              269,223       147,832
                                                                ----------    ----------

              OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity                       5,531         5,531
Non-utility property - at cost (less accumulated depreciation)       6,883         6,965
                                                                ----------    ----------
TOTAL                                                               12,414        12,496
                                                                ----------    ----------

                      UTILITY PLANT
Electric                                                         1,835,150     1,763,636
Property under capital lease                                           314           384
Construction work in progress                                       81,588        66,789
                                                                ----------    ----------
TOTAL UTILITY PLANT                                              1,917,052     1,830,809
Less - accumulated depreciation and amortization                   738,064       709,543
                                                                ----------    ----------
UTILITY PLANT - NET                                              1,178,988     1,121,266
                                                                ----------    ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                   25,064        24,051
  Unamortized loss on reacquired debt                               15,421        16,345
  Other regulatory assets                                          148,874       132,243
Other                                                                5,934         5,784
                                                                ----------    ----------
TOTAL                                                              195,293       178,423
                                                                ----------    ----------

TOTAL ASSETS                                                    $1,655,918    $1,460,017
                                                                ==========    ==========
See Notes to Financial Statements.





                          ENTERGY MISSISSIPPI, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                   September 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                  2000           1999
                                                                      (In Thousands)
                                                                        
                    CURRENT LIABILITIES
Accounts payable:
  Associated companies                                             $53,033       $84,382
  Other                                                             54,298        32,470
Customer deposits                                                   25,857        23,303
Taxes accrued                                                       54,373        35,968
Accumulated deferred income taxes                                   18,659           526
Interest accrued                                                    13,647        10,038
Obligations under capital leases                                        95            95
Other                                                                2,209         2,137
                                                                ----------    ----------
TOTAL                                                              222,171       188,919
                                                                ----------    ----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                  307,121       298,477
Accumulated deferred investment tax credits                         19,783        20,908
Obligations under capital leases                                       219           290
Accumulated provisions                                               6,675         7,374
Other                                                               24,464         3,368
                                                                ----------    ----------
TOTAL                                                              358,262       330,417
                                                                ----------    ----------

Long-term debt                                                     584,386       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          199,326       199,326
  and 1999
Capital stock expense and other                                        (59)          (59)
Retained earnings                                                  241,451       226,567
                                                                ----------    ----------
TOTAL                                                              491,099       476,215
                                                                ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $1,655,918    $1,460,017
                                                                ==========    ==========
See Notes to Financial Statements.




                        ENTERGY MISSISSIPPI, INC.
                       SELECTED OPERATING RESULTS
      For the Three and Nine Months Ended September 30, 2000 and 1999
                             (Unaudited)


                                    Three Months Ended     Increase/
          Description               2000        1999      (Decrease)      %
                                       (In Millions)
Electric Operating Revenues:
  Residential                     $ 128.8     $ 114.1       $ 14.7       13
  Commercial                         84.4        75.3          9.1       12
  Industrial                         43.4        39.4          4.0       10
  Governmental                        7.3         6.3          1.0       16
                                  -------     -------       ------
    Total retail                    263.9       235.1         28.8       12
  Sales for resale
     Associated companies            27.9        23.3          4.6       20
     Non-associated companies         7.1        11.9         (4.8)     (40)
  Other                              (0.9)       (3.1)         2.2       71
                                  -------     -------       ------
    Total                         $ 298.0     $ 267.2       $ 30.8       12
                                  =======     =======       ======

Billed Electric Energy
 Sales (GWH):
  Residential                       1,855       1,745          110        6
  Commercial                        1,349       1,290           59        5
  Industrial                          855         853            2        -
  Governmental                        112         103            9        9
                                  -------     -------       ------
    Total retail                    4,171       3,991          180        5
  Sales for resale
     Associated companies             355         362           (7)      (2)
     Non-associated companies         105         140          (35)     (25)
                                  -------     -------       ------
    Total                           4,631       4,493          138        3
                                  =======     =======       ======


                                  Nine Months Ended       Increase/
          Description             2000         1999      (Decrease)       %
                                     (In Millions)
Electric Operating Revenues:
  Residential                     $ 268.4     $ 246.6       $ 21.8        9
  Commercial                        209.1       190.4         18.7       10
  Industrial                        120.0       112.3          7.7        7
  Governmental                       19.4        17.9          1.5        8
                                  -------     -------       ------
    Total retail                    616.9       567.2         49.7        9
  Sales for resale
     Associated companies            40.8        53.6        (12.8)     (24)
     Non-associated companies        20.8        25.2         (4.4)     (18)
  Other                              17.8        (1.8)        19.6    1,089
                                  -------     -------       ------
    Total                         $ 696.3     $ 644.2       $ 52.1        8
                                  =======     =======       ======

Billed Electric Energy
 Sales (GWH):
  Residential                       3,890       3,777          113        3
  Commercial                        3,275       3,165          110        3
  Industrial                        2,384       2,394          (10)       -
  Governmental                        281         274            7        3
                                  -------     -------       ------
    Total retail                    9,830       9,610          220        2
  Sales for resale
     Associated companies             561       1,527         (966)     (63)
     Non-associated companies         244         342          (98)     (29)
                                  -------     -------       ------
    Total                          10,635      11,479         (844)      (7)
                                  =======     =======       ======





                        ENTERGY NEW ORLEANS, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September 30, 2000
compared to the three months ended September 30, 1999 primarily due to an
increase in sales volume.

Revenues and Sales

Electric operating revenues

     The  changes in electric operating revenues for the three  and  nine
months ended September 30, 2000 are as follows:

                                   Three Months Ended    Nine Months Ended
            Description            Increase/(Decrease)       Increase
                                                (In Millions)

Base revenues                               $0.5               $0.5
Fuel cost recovery                          26.5               38.3
Sales volume/weather                         2.1                1.1
Other revenue (including unbilled)          10.1                8.9
Sales for resale                            (3.6)               3.2
                                           -----              -----
   Total                                   $35.6              $52.0
                                           =====              =====

Fuel cost recovery revenues

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

      Fuel cost recovery revenues increased for the three and nine months
ended  September  30, 2000 due to the increased market price  of  natural
gas.

Other revenue (including unbilled)

      Other  revenue  increased  for the  three  and  nine  months  ended
September  30, 2000 primarily due to the effect of favorable weather  and
higher fuel and purchased power costs on unbilled revenues.

Sales for resale

      Sales for resale decreased for the three months ended September 30,
2000  primarily due to a decrease in volume combined with a  decrease  in
the average price of energy supplied for resale.

     Sales for resale increased for the nine months ended September 30,
2000 primarily due to an increase in the average price of electricity
supplied for resale, partially offset by a decrease in sales volume.




                        ENTERGY NEW ORLEANS, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS

Gas operating revenues

     Gas operating revenues increased for the three and nine months ended
September 30, 2000 primarily due to the increased market price of natural
gas.

Expenses

Fuel and purchased power

      Fuel and purchased power expenses increased for the three and  nine
months  ended  September 30, 2000 primarily due to the  increased  market
price of natural gas.

Taxes other than income taxes

      Taxes  other  than income taxes increased for the  three  and  nine
months  ended  September  30,  2000  primarily  due  to  increased  local
franchise taxes as a result of higher revenue due to warmer weather.

Other regulatory credits

      Other  regulatory  credits  decreased for  the  nine  months  ended
September  30,  2000 primarily due to an over-recovery of  Grand  Gulf  1
related  costs  in 2000 compared to an under-recovery  in  1999  and  the
amortization of Y2K cost deferrals in 2000.

Other

Income taxes

      For  the  three  months  ended September 30,  2000  and  1999,  the
effective income tax rates were 40.7% and 39.1%, respectively.   For  the
nine  months ended September 30, 2000 and 1999, the effective income  tax
rates were 42.2% and 39.9%, respectively.





                          ENTERGY NEW ORLEANS, INC.
                              INCOME STATEMENTS
     For the Three and Nine Months Ended September 30, 2000 and 1999
                                 (Unaudited)

                                                        Three Months Ended    Nine Months Ended
                                                         2000       1999       2000      1999
                                                          (In Thousands)        (In Thousands)
                                                                            
                OPERATING REVENUES
Domestic electric                                      $184,933   $149,320   $385,730   $333,765
Natural gas                                              15,928     13,821     71,523     56,718
                                                       --------   --------   --------   --------
TOTAL                                                   200,861    163,141    457,253    390,483
                                                       --------   --------   --------   --------

                OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                            60,389     36,179    142,421     87,255
   Purchased power                                       61,197     54,877    135,091    132,793
   Other operation and maintenance                       20,277     19,956     59,934     60,227
Taxes other than income taxes                            14,133     11,540     32,829     29,677
Depreciation and amortization                             5,796      4,867     17,306     15,795
Other regulatory credits - net                           (2,163)    (2,221)    (5,497)    (8,831)
Amortization of rate deferrals                            9,096      9,321     21,573     22,107
                                                       --------   --------   --------   --------
TOTAL                                                   168,725    134,519    403,657    339,023
                                                       --------   --------   --------   --------

OPERATING INCOME                                         32,136     28,622     53,596     51,460
                                                       --------   --------   --------   --------

                   OTHER INCOME
Allowance for equity funds used during construction         312        236        907        659
Miscellaneous - net                                       1,145        213      2,562      1,185
                                                       --------   --------   --------   --------
TOTAL                                                     1,457        449      3,469      1,844
                                                       --------   --------   --------   --------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                                3,840      3,319     10,479      9,958
Other interest - net                                        349        334      1,175        988
Allowance for borrowed funds used during construction      (239)      (170)      (684)      (481)
                                                       --------   --------   --------   --------
TOTAL                                                     3,950      3,483     10,970     10,465
                                                       --------   --------   --------   --------

INCOME BEFORE INCOME TAXES                               29,643     25,588     46,095     42,839

Income taxes                                             12,050     10,006     19,468     17,098
                                                       --------   --------   --------   --------

NET INCOME                                               17,593     15,582     26,627     25,741

Preferred dividend requirements and other                   241        241        724        724
                                                       --------   --------   --------   --------

EARNINGS APPLICABLE TO
COMMON STOCK                                            $17,352    $15,341    $25,903    $25,017
                                                       ========   ========   ========   ========
See Notes to Financial Statements.




                           ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF CASH FLOWS
            For the Nine Months Ended September 30, 2000 and 1999
                                  (Unaudited)

                                                                  2000         1999
                                                                    (In Thousands)
                                                                         
                  OPERATING ACTIVITIES
Net income                                                        $26,627      $25,741
Noncash items included in net income:
  Amortization of rate deferrals                                   21,573       22,107
  Other regulatory credits - net                                   (5,497)      (8,831)
  Depreciation and amortization                                    17,306       15,795
  Deferred income taxes and investment tax credits                  4,390        2,094
  Allowance for equity funds used during construction                (907)        (659)
Changes in working capital:
  Receivables                                                     (56,406)     (22,069)
  Fuel inventory                                                    1,895        1,194
  Accounts payable                                                 13,473       15,739
  Taxes accrued                                                    19,588       19,112
  Interest accrued                                                 (2,377)      (2,894)
  Deferred fuel costs                                             (27,391)     (17,573)
  Other working capital accounts                                      104        1,586
Provision for estimated losses and reserves                          (900)      (1,678)
Changes in other regulatory assets                                 (7,777)      (9,679)
Other                                                               6,544        7,265
                                                                 --------     --------
Net cash flow provided by operating activities                     10,245       47,250
                                                                 --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                         (29,602)     (34,823)
Allowance for equity funds used during construction                   907          659
                                                                 --------     --------
Net cash flow used in investing activities                        (28,695)     (34,164)
                                                                 --------     --------

                  FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                                   29,607            -
Dividends paid:
  Common stock                                                     (9,500)     (24,400)
  Preferred stock                                                    (482)        (724)
                                                                 --------     --------
Net cash flow provided by (used in) financing activities           19,625      (25,124)
                                                                 --------     --------

Net increase (decrease) in cash and cash equivalents                1,175      (12,038)

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

Cash and cash equivalents at end of period                         $5,629       $5,115
                                                                 ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                            $13,747      $13,569
  Income taxes                                                    ($2,368)     ($6,301)

See Notes to Financial Statements.





                           ENTERGY NEW ORLEANS, INC.
                                BALANCE SHEETS
                                    ASSETS
                   September 30, 2000 and December 31, 1999
                                 (Unaudited)

                                                            2000         1999
                                                             (In Thousands)
                                                               
                  CURRENT ASSETS
Cash and cash equivalents                                  $5,629      $4,454
Accounts receivable:
  Customer                                                 69,263      28,658
  Allowance for doubtful accounts                            (846)       (846)
  Associated companies                                      3,763         404
  Other                                                     6,685       6,225
  Accrued unbilled revenues                                31,802      19,820
                                                         --------    --------
    Total receivables                                     110,667      54,261
                                                         --------    --------
Deferred fuel costs                                        41,874      14,483
Fuel inventory - at average cost                            1,398       3,293
Materials and supplies - at average cost                    9,514      10,127
Rate deferrals                                             14,191      24,788
Prepayments and other                                       4,420       2,528
                                                         --------    --------
TOTAL                                                     187,693     113,934
                                                         --------    --------

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

                  UTILITY PLANT
Electric                                                  558,094     541,525
Natural gas                                               136,009     133,568
Construction work in progress                              39,017      29,780
                                                         --------    --------
TOTAL UTILITY PLANT                                       733,120     704,873
Less - accumulated depreciation and amortization          397,638     382,797
                                                         --------    --------
UTILITY PLANT - NET                                       335,482     322,076
                                                         --------    --------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Rate deferrals                                                -      10,974
  Unamortized loss on reacquired debt                       1,027       1,187
  Other regulatory assets                                  40,816      33,039
Other                                                         744       1,277
                                                         --------    --------
TOTAL                                                      42,587      46,477
                                                         --------    --------

TOTAL ASSETS                                             $569,021    $485,746
                                                         ========    ========
See Notes to Financial Statements.






                          ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                    September 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                       2000         1999
                                                                          (In Thousands)
                                                                             
                      CURRENT LIABILITIES
Accounts payable:
  Associated companies                                                 $29,157      $24,350
  Other                                                                 36,926       28,261
Customer deposits                                                       18,005       17,830
Taxes accrued                                                           20,017          429
Accumulated deferred income taxes                                       17,939       10,863
Interest accrued                                                         2,578        4,956
Other                                                                    6,973        5,524
                                                                      --------     --------
TOTAL                                                                  131,595       92,213
                                                                      --------     --------

            DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                       38,888       43,878
Accumulated deferred investment tax credits                              5,995        6,378
SFAS 109 regulatory liability - net                                     10,900        7,528
Other regulatory liabilities                                               695        1,753
Accumulated provisions                                                   7,937        8,836
Other                                                                    9,255        7,733
                                                                      --------     --------
TOTAL                                                                   73,670       76,106
                                                                      --------     --------

Long-term debt                                                         199,008      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                                                       74,930       58,526
                                                                      --------     --------
TOTAL                                                                  164,748      148,344
                                                                      --------     --------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $569,021     $485,746
                                                                      ========     ========
See Notes to Financial Statements.




                       ENTERGY NEW ORLEANS, INC.
                      SELECTED OPERATING RESULTS
   For the Three and Nine Months Ended September 30, 2000 and 1999
                             (Unaudited)


                                  Three Months Ended    Increase/
         Description              2000      1999       (Decrease)     %
                                   (In Millions)
Electric Operating Revenues:
  Residential                    $ 80.4    $ 65.0        $ 15.4       24
  Commercial                       55.4      45.2          10.2       23
  Industrial                        7.6       7.8          (0.2)      (3)
  Governmental                     23.4      19.7           3.7       19
                                -------   -------        ------
    Total retail                  166.8     137.7          29.1       21
  Sales for resale
     Associated companies           3.9       5.3          (1.4)     (26)
     Non-associated companies       1.7       3.9          (2.2)     (56)
  Other                            12.5       2.4          10.1      421
                                -------   -------        ------
    Total                       $ 184.9   $ 149.3        $ 35.6       24
                                =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                       851       809            42        5
  Commercial                        676       649            27        4
  Industrial                        103       144           (41)     (28)
  Governmental                      308       312            (4)      (1)
                                -------   -------        ------
    Total retail                  1,938     1,914            24        1
  Sales for resale
     Associated companies            50        83           (33)     (40)
     Non-associated companies        25        41           (16)     (39)
                                -------   -------        ------
    Total                         2,013     2,038           (25)      (1)
                                =======   =======        ======


                                 Nine Months Ended      Increase/
         Description             2000       1999       (Decrease)     %
                                   (In Millions)
Electric Operating Revenues:
  Residential                   $ 144.6   $ 124.0        $ 20.6       17
  Commercial                      123.5     109.3          14.2       13
  Industrial                       17.7      18.6          (0.9)      (5)
  Governmental                     52.3      46.3           6.0       13
                                -------   -------        ------
    Total retail                  338.1     298.2          39.9       13
  Sales for resale
     Associated companies          17.5      12.0           5.5       46
     Non-associated companies       6.1       8.4          (2.3)     (27)
  Other                            24.0      15.2           8.8       58
                                -------   -------        ------
    Total                       $ 385.7   $ 333.8        $ 51.9       16
                                =======   =======        ======
Billed Electric Energy
 Sales (GWH):
  Residential                     1,727     1,675            52        3
  Commercial                      1,723     1,695            28        2
  Industrial                        289       386           (97)     (25)
  Governmental                      805       811            (6)      (1)
                                -------   -------        ------
    Total retail                  4,544     4,567           (23)      (1)
  Sales for resale
     Associated companies           351       371           (20)      (5)
     Non-associated companies       104       137           (33)     (24)
                                -------   -------        ------
    Total                         4,999     5,075           (76)      (1)
                                =======   =======        ======





                      SYSTEM ENERGY RESOURCES, INC.

             MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                          RESULTS OF OPERATIONS


Net Income

      Net  income increased for the nine months ended September 30,  2000
compared  to  the nine months ended September 30, 1999 primarily  due  to
increased  operating revenues and decreased interest  charges,  partially
offset by increases in the effective tax rate and depreciation 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 nine months ended September 30, 2000 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 in  System
Energy's  pending rate case before FERC.  System Energy's  proposed  rate
increase,  which  is subject to refund, is discussed in  Note  2  to  the
financial statements.

Expenses

Depreciation and amortization

      Depreciation expense increased for the three and nine months  ended
September  30, 2000 due to higher depreciation associated with  the  sale
and leaseback of a portion of Grand Gulf 1.

Other

Interest charges

      Interest on long-term debt decreased for the three and nine  months
ended September 30, 2000 as a result of the refinancing and redemption of
pollution  control  revenue bonds and the redemption  of  first  mortgage
bonds in 1999 and 2000.

      Other  interest - net decreased for the nine months ended September
30,  2000  due  to an adjustment in the first quarter of 1999  to  record
interest  on  the  potential  refund of  System  Energy's  proposed  rate
increase.

Income taxes

      The effective income tax rates for the three months ended September
30,  2000  and  1999 were 47.3% and 45.5%, respectively.   The  effective
income  tax rates for the nine months ended September 30, 2000  and  1999
were  47.7% and 42.0%, respectively.  The increase was primarily  due  to
higher  income and investment tax credits used in 1999 related  to  Grand
Gulf Unit 2.




                        SYSTEM ENERGY RESOURCES, INC.
                              INCOME STATEMENTS
       For the Three and Nine Months Ended September 30, 2000 and 1999
                                 (Unaudited)

                                                        Three Months Ended    Nine Months Ended
                                                          2000       1999      2000         1999
                                                           (In Thousands)       (In Thousands)
                                                                              
                 OPERATING REVENUES
Domestic electric                                       $169,114   $163,801   $485,592    $463,923
                                                        --------   --------   --------    --------
                 OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel related expenses, and
     gas purchased for resale                              9,941     11,659     31,482      32,453
   Nuclear refueling outage expenses                       3,600      3,505     10,504      10,516
   Other operation and maintenance                        24,892     23,822     63,222      64,814
Decommissioning                                            4,736      4,736     14,208      14,208
Taxes other than income taxes                              7,094      6,721     19,262      20,240
Depreciation and amortization                             35,115     28,212     91,046      84,631
Other regulatory charges - net                            16,156     13,945     46,952      43,330
                                                        --------   --------   --------    --------
TOTAL                                                    101,534     92,600    276,676     270,192
                                                        --------   --------   --------    --------

OPERATING INCOME                                          67,580     71,201    208,916     193,731
                                                        --------   --------   --------    --------

                    OTHER INCOME
Allowance for equity funds used during construction          211        489      1,317       1,802
Miscellaneous - net                                        5,590      4,244     14,781      12,448
                                                        --------   --------   --------    --------
TOTAL                                                      5,801      4,733     16,098      14,250
                                                        --------   --------   --------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                20,420     26,028     67,183      77,127
Other interest - net                                       8,098      6,139     22,238      38,781
Allowance for borrowed funds used during construction       (113)      (352)      (766)     (1,369)
                                                        --------   --------   --------    --------
TOTAL                                                     28,405     31,815     88,655     114,539
                                                        --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                44,976     44,119    136,359      93,442

Income taxes                                              21,267     20,076     65,078      39,217
                                                        --------   --------   --------    --------

NET INCOME                                               $23,709    $24,043    $71,281     $54,225
                                                        ========   ========   ========    ========

See Notes to Financial Statements.






                        SYSTEM ENERGY RESOURCES, INC.
                          STATEMENTS OF CASH FLOWS
            For the Nine Months Ended September 30, 2000 and 1999
                                (Unaudited)

                                                               2000         1999
                                                               (In Thousands)
                                                                     
                OPERATING ACTIVITIES
Net income                                                     $71,281      $54,225
Noncash items included in net income:
  Reserve for regulatory adjustments                            45,881       94,745
  Other regulatory charges - net                                46,952       43,330
  Depreciation, amortization, and decommissioning              105,254       98,839
  Deferred income taxes and investment tax credits             (56,861)     (78,247)
  Allowance for equity funds used during construction           (1,317)      (1,802)
Changes in working capital:
  Receivables                                                  154,032     (100,766)
  Accounts payable                                             (12,045)      14,489
  Taxes accrued                                                 11,721      (14,181)
  Interest accrued                                              (9,899)     (13,355)
  Other working capital accounts                                16,486        7,377
Provision for estimated losses and reserves                       (203)        (268)
Changes in other regulatory assets                              37,386       22,419
Other                                                          (36,423)        (592)
                                                              --------     --------
Net cash flow provided by operating activities                 372,245      126,213
                                                              --------     --------

                INVESTING ACTIVITIES
Construction expenditures                                      (28,148)     (16,441)
Allowance for equity funds used during construction              1,317        1,802
Nuclear fuel purchases                                               -      (22,148)
Proceeds from sale/leaseback of nuclear fuel                         -       22,148
Decommissioning trust contributions and realized
    change in trust assets                                     (17,368)     (16,286)
                                                              --------     --------
Net cash flow used in investing activities                     (44,199)     (30,925)
                                                              --------     --------

                FINANCING ACTIVITIES
Proceeds from issuance of:
  Long-term debt                                                     -      101,856
Retirement of:
  Long-term debt                                               (47,947)    (282,885)
Dividends paid:
  Common stock                                                 (71,700)     (46,200)
                                                              --------     --------
Net cash flow used in financing activities                    (119,647)    (227,229)
                                                              --------     --------

Net increase (decrease) in cash and cash equivalents           208,399     (131,941)

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

Cash and cash equivalents at end of period                    $243,551     $104,900
                                                              ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                         $72,049     $123,049
  Income taxes                                                $104,042     $118,471
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                 $4,988      ($1,012)

See Notes to Financial Statements.





                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                                    ASSETS
                  September 30, 2000 and December 31, 1999
                                  (Unaudited)

                                                            2000           1999
                                                               (In Thousands)
                                                                
                  CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                        $191          $136
  Temporary cash investments - at cost,
    which approximates market                              243,360        35,016
                                                        ----------    ----------
        Total cash and cash equivalents                    243,551        35,152
                                                        ----------    ----------
Accounts receivable:
  Associated companies                                     145,556       301,287
  Other                                                      2,369           670
                                                        ----------    ----------
    Total receivables                                      147,925       301,957
                                                        ----------    ----------
Materials and supplies - at average cost                    51,408        61,264
Deferred nuclear refueling outage costs                     10,497        18,665
Prepayments and other                                        3,753         2,251
                                                        ----------    ----------
TOTAL                                                      457,134       419,289
                                                        ----------    ----------

          OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                157,740       135,384
                                                        ----------    ----------

                   UTILITY PLANT
Electric                                                 3,094,367     3,060,324
Property under capital lease                               444,850       434,993
Construction work in progress                               20,469        58,510
Nuclear fuel under capital lease                            56,466        78,020
                                                        ----------    ----------
TOTAL UTILITY PLANT                                      3,616,152     3,631,847
Less - accumulated depreciation and amortization         1,378,970     1,312,559
                                                        ----------    ----------
UTILITY PLANT - NET                                      2,237,182     2,319,288
                                                        ----------    ----------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                          209,630       242,834
  Unamortized loss on reacquired debt                       52,945        56,474
  Other regulatory assets                                  181,728       185,910
Other                                                        8,647         9,869
                                                        ----------    ----------
TOTAL                                                      452,950       495,087
                                                        ----------    ----------

TOTAL ASSETS                                            $3,305,006    $3,369,048
                                                        ==========    ==========
See Notes to Financial Statements.






                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDER'S EQUITY
                  September 30, 2000 and December 31, 1999
                                (Unaudited)

                                                                    2000           1999
                                                                       (In Thousands)
                                                                        
                    CURRENT LIABILITIES
Currently maturing long-term debt                                 $181,800       $77,947
Accounts payable:
  Associated companies                                               1,577        15,237
  Other                                                             20,085        18,470
Taxes accrued                                                       67,104        55,383
Accumulated deferred income taxes                                    3,959         7,162
Interest accrued                                                    30,100        40,000
Obligations under capital leases                                    38,421        38,421
Other                                                                1,615         1,651
                                                                ----------    ----------
TOTAL                                                              344,661       254,271
                                                                ----------    ----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                  412,591       481,945
Accumulated deferred investment tax credits                         90,385        93,219
Obligations under capital leases                                    18,045        39,599
FERC settlement - refund obligation                                 32,471        37,337
Other regulatory liabilities                                       106,055        73,313
Decommissioning                                                    146,871       129,503
Regulatory reserves                                                313,651       267,771
Accumulated provisions                                               1,813         2,016
Other                                                               16,565        16,014
                                                                ----------    ----------
TOTAL                                                            1,138,447     1,140,717
                                                                ----------    ----------

Long-term debt                                                     930,835     1,082,579

                   SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000
   shares; issued and outstanding 789,350 shares in 2000
   and 1999                                                        789,350       789,350
Retained earnings                                                  101,713       102,131
                                                                ----------    ----------
TOTAL                                                              891,063       891,481
                                                                ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY           $3,305,006    $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.

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.

      System Energy was previously recovering in rates amounts sufficient
to   fund   $198  million  (in  1989  dollars)  of  its  Grand   Gulf   1
decommissioning  costs.   System Energy included updated  decommissioning
costs (based on a 1994 study) in its 1995 rate increase filing with FERC.
Rates  requested in this proceeding were placed into effect  in  December
1995, subject to refund.  In July 2000, FERC issued an order approving  a
lower  decommissioning  cost than requested by  System  Energy.   Pending
consideration  of  System  Energy's motion for rehearing,  System  Energy
continues to collect decommissioning revenue at the requested level.  See
Note  2  to  the  financial  statements for more  information  on  System
Energy's proposed rate increase proceeding at FERC.

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

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

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.  ANO 2 went offline as scheduled  on
September  15, 2000 to replace its two steam generators.  This  scheduled
outage is expected to last until mid-November 2000.

Environmental Issues

      See  "PART I, Item 1, Environmental Regulation, Other Environmental
Matters"  in  the  Form 10-K for additional discussion  of  environmental
clean-up  activity  and related litigation for Entergy Arkansas,  Entergy
Gulf States, Entergy Louisiana, and Entergy New Orleans.

(Entergy Arkansas)

      Entergy Arkansas has received notices from the EPA and the Arkansas
Department   of  Environmental  Quality  (ADEQ)  alleging  that   Entergy
Arkansas, along with others, may be a potentially responsible party (PRP)
for  clean-up  costs associated with various sites in  Arkansas.   As  of
September 30, 2000, a remaining recorded liability of approximately  $7.1
million  existed related to the cleanup of the remaining sites  at  which
Entergy Arkansas has been designated a PRP.

(Entergy Gulf States)

      Entergy Gulf States has been designated as a PRP for the cleanup of
certain  hazardous  waste  disposal sites.  Entergy  Gulf  States  is  in
periodic  negotiations with the EPA and state authorities  regarding  the
cleanup of certain of these sites.  As of September 30, 2000, a remaining
recorded liability of approximately $17.0 million existed related to  the
cleanup  of  the  remaining sites at which Entergy Gulf States  has  been
designated a PRP.

(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.
Completion  of  this  work is awaiting LDEQ approval.   LDEQ  has  issued
notices  of  deficiencies  for  certain of these  sites,  and  additional
notices of deficiencies are expected. Recorded liabilities in the amounts
of  $5.8  million  and  $0.5 million existed at September  30,  2000  for
wastewater  upgrades and closures for Entergy Louisiana and  Entergy  New
Orleans,  respectively.  Management of Entergy Louisiana and Entergy  New
Orleans believe these reserves are adequate based on current estimates.

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 Mississippi)

      Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana,  and  Entergy Mississippi 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.

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 September 30,  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  resolution individually or collectively will  have  a  material
adverse  effect  on the 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.

Arkansas

(Entergy Corporation and Entergy Arkansas)

     As discussed in Note 2 to the financial statements in the Form 10-K,
in  April  1999  the  Arkansas legislature enacted a  law  providing  for
competition  in the electric utility industry through retail open  access
on  January  1, 2002. When retail open access is achieved, the generation
operations  will  become  a competitive business,  but  transmission  and
distribution  operations will continue to be regulated.  Under  the  law,
the  APSC may delay implementation of retail open access, but not  beyond
June  30, 2003.  In October 2000, Entergy joined with the APSC Staff  and
several other interested parties and recommended to the APSC that  retail
open access be delayed so that it begins no sooner than October 2003, and
no later than October 2005.  The recommendation was made in response to a
request from the APSC, which is concerned that the current timeline is no
longer  feasible.  The new proposal requires legislative approval because
it  extends  the  timeline  beyond the terms of  the  current  law.   The
Arkansas Legislature convenes its next session in January 2001.

     The  implementation of the Arkansas retail open access  law  through
rulemakings and company filings is ongoing.  Rulemakings associated  with
energy  service  provider licensing rules and affiliate rules  have  been
completed.  In June 2000, the APSC declared that billing would  become  a
competitive  service  at the beginning of retail  open  access.   Entergy
Arkansas filed a functional, but not corporate, unbundling plan with  the
APSC  on  August  8,  2000.   The functional  unbundling  plan  initially
establishes separate business units for distribution, generation,  and  a
new  retail energy service provider.  The plan contemplates the  transfer
of transmission assets to the Transco discussed herein and in the Form 10-
K  in  "MANAGEMENT'S  FINANCIAL DISCUSSION  AND  ANALYSIS  -  SIGNIFICANT
FACTORS  AND KNOWN TRENDS."  The functional unbundling plan is  tentative
because  the regulatory requirements to implement the retail open  access
law  have not been finalized, and changes to the details of the plan  are
possible.

     In  June 2000, Entergy Arkansas filed an application to continue the
stranded  cost  mitigation efforts agreed upon  in  the  1997  settlement
agreement  approved  by the APSC.  These mitigation efforts  include  the
funding  of  a  transition cost account with excess  earnings  to  offset
future  stranded  costs  and  the  accelerated  amortization  of  Entergy
Arkansas'  share of the Grand Gulf purchased power obligation  under  the
Unit Power Sales Agreement.  The filing included an updated stranded cost
estimate  intended to support Entergy Arkansas' recommendation  that  the
mitigation efforts continue.  The filing presents an estimated  range  of
stranded  costs  based upon the comparison of possible  generation  asset
market  values  to  the  generation assets' book values  and  contractual
obligations.  The range of possible generation asset market  values  used
in  the  estimate was determined using generation asset  sales  in  other
jurisdictions.  In  rebuttal  testimony  filed  by  Entergy  Arkansas  in
November 2000, Entergy Arkansas' stranded costs estimate was updated to a
range of $227.8 million to $1.58 billion.

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, as required by the Texas restructuring legislation,
Entergy Gulf States filed a business separation plan with the PUCT, which
was  amended  in  June 2000.  The plan provided that,  by  January  2002,
Entergy Gulf States would 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, transmission, and retail operations.
In  July  2000, the PUCT issued an interim order to approve  the  amended
business  separation plan.  The plan provides that the Louisiana  company
would  retain  the  liability for all debt obligations  of  Entergy  Gulf
States  and  that the property of the Texas companies would  be  released
from  the  lien  of  Entergy Gulf States' mortgage.  Each  of  the  Texas
companies  would assume a pro-rata portion of Entergy Gulf  States'  debt
obligations,  which  assumptions would not act to release  the  Louisiana
company's  obligations.  Each of the Texas companies would also  grant  a
lien  on  properties  in  favor of the Louisiana company  to  secure  its
obligations   to  the  Louisiana  company  in  respect  of  the   assumed
obligations.   In  addition,  under the plan  Entergy  Gulf  States  will
refinance or retire the Texas companies' portion of existing debt through
2004.   Regulatory  approvals from FERC, the SEC, and the  LPSC  will  be
required   before  the  business  separation  plan  can  be  implemented.
Remaining  business separation issues in Texas will be addressed  in  the
cost unbundling proceeding before the PUCT.  The LPSC has opened a docket
to  identify  the changes in corporate structure of Entergy Gulf  States,
and their potential impact on Louisiana retail ratepayers, resulting from
restructuring in Texas and Arkansas.  Entergy Gulf States filed testimony
in  that  proceeding in August 2000.  The LPSC staff filed  testimony  in
that   proceeding  in  October  2000  criticizing  Entergy  Gulf  States'
proposal,  particularly  the  part  related  to  the  Texas  portion   of
generation  assets being transferred to an unregulated entity.   Hearings
are scheduled for February 2001.

     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.

A  procedural schedule for the case has been established, calling  for  a
hearing  in January 2001.  Management cannot predict the outcome of  this
proceeding.  In connection with unbundled cost filings made by all  Texas
investor-owned  utilities,  the PUCT has opened  a  "generic  docket"  to
determine  issues that may be resolved on an industry-wide  basis  before
the individual utility hearings begin.  These issues include updating gas
prices  to  be  used in the model established by the PUCT for  estimating
stranded  costs, the use of generic O&M escalation factors, and incentive
mechanisms to enhance the authorized rate of return.  The PUCT has  ruled
on  the  gas  prices for estimated stranded costs and the proper  use  of
operation and maintenance expense escalation.  Additionally, the PUCT has
converted the incentive mechanism portion of the docket into a proceeding
on  the  generic  use of capital structures and return on  equity,  while
ruling  against the use of generic incentive returns.  In  October  2000,
Entergy  Gulf States filed an updated revenue requirement reflecting  the
generic  decisions of the PUCT to date, which reflects a  slightly  lower
requirement than the March 2000 filing.

New Orleans

(Entergy Corporation and Entergy New Orleans)

      In  October 1998, the Council established a procedural schedule  to
determine  if  natural gas retail competition is in the public  interest.
In  April 1999, Entergy New Orleans filed a plan that would allow for gas
retail  open  access  in New Orleans.  The plan outlines  the  conditions
under  which  Entergy New Orleans could support gas  retail  open  access
should the Council find it in the public interest.  Hearings were held on
retail competition for gas service in November 1999.  The advisors to the
Council  have issued a final report that proposes various pilot  programs
and  finds  that retail gas open access is not in the public interest  at
this time.  The Council accepted an offer of settlement from Entergy  New
Orleans in this matter that would allow for a voluntary pilot program for
a limited number of large industrial non-jurisdictional gas customers.

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

     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  Texas  and
Arkansas, where Entergy Gulf States and Entergy Arkansas provide  utility
service,  and to protect Entergy's Louisiana customers from  any  adverse
impact  that may occur due to the introduction of such retail competition
in  some jurisdictions but not others. The LPSC and the Council requested
that  FERC  immediately institute a proceeding to permit  changes  to  be
adopted prior to January 1, 2002, and requested, 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 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  requested  that
FERC  require  Entergy  to  provide wholesale power  contracts  to  these
companies  to satisfy their energy requirements at costs no  higher  than
would have been incurred if retail competition were not implemented.  The
LPSC  and the Council requested that the relief be made available for  at
least  eight  years  after implementation of retail  competition  or  the
withdrawal  of Entergy Arkansas and Entergy Gulf States from  the  System
Agreement,  or  until retail access is implemented in Louisiana  and  New
Orleans.   In  addition, among other things, the  LPSC  and  the  Council
asserted in their complaint that:

     o unless the requested relief is granted, the restructuring legislation
       adopted in Texas and Arkansas, to the extent such legislation requires,
       or has the effect of, altering the rights of parties under the System
       Agreement, will 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 a right of first refusal from the System Agreement,
       would violate the Federal Power Act and constitute a breach of the
       System Agreement.

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

     o cessation of participation in all aspects of the System Agreement,
       other  than  those related to transmission equalization,  for  any
       jurisdictional division of a domestic utility operating in a
       jurisdiction that initiates retail open access;
     o certain sections of the System Agreement will no longer apply to the
       sales of generating capacity, whether through the sale of the asset or
       the output thereof, by a domestic utility operating in a jurisdiction
       that has established a date by which it will implement retail access;
       and
     o modification of the service schedule developed to track changes in
       energy costs resulting from the Entergy-Gulf States Utilities merger to
       include one final true-up of fuel costs upon cessation of one company's
       participation in the System Agreement, after which the service schedule
       will no longer be applicable for any purpose.

     Entergy  believes  that  the proceedings relating  to  the  proposed
amendments  serve  as a response to the complaint by  the  LPSC  and  the
Council  and  anticipates that the proceedings will be consolidated.   In
response  to Entergy's proposal, the LPSC and the Council have  requested
that  FERC dismiss the proposed amendments and proceed with the complaint
proceedings.   Several  other  parties  have  also  intervened   in   the
proceeding.   In the event that the proceedings relating to the  proposed
amendments  proceed,  the LPSC and the Council  have  asserted  that  the
charges  to  the  domestic utility companies under the Unit  Power  Sales
Agreement  need to be reconsidered.  Entergy has requested  an  expedited
hearing  on  the proposed amendments and a final decision  from  FERC  by
October  1, 2001.  A procedural schedule has been established,  with  the
hearing  beginning in February 2001 and an initial decision scheduled  by
the  end  of  May 2001.  Neither the timing, nor the ultimate outcome  of
these proceedings at FERC, can be predicted at this time.

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  recovery (ECR) 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 ECR rate is effective April 2000 through March 2001.

     As discussed in Note 2 to the financial statements in the Form 10-K,
Entergy  Arkansas is operating under the terms of a settlement  agreement
approved  by  the  APSC in December 1997 that allows  the  collection  of
excess  earnings  in  a  transition cost account.  During  2000,  Entergy
Arkansas'  operating expenses reflected reserves of $21.9 million  ($13.5
million net of tax) to record the 2000 accrual of excess earnings and  an
adjustment  of the 1999 accrual.  Interest of $3.9 million ($2.4  million
net  of  tax)  was also recorded in the transition cost account  for  the
first nine months of 2000.

Filings with the PUCT and Texas Cities

Rate Proceedings (Entergy Corporation and Entergy Gulf States)

     In  September  1999, the PUCT approved the final adjustment  of  the
rate  refunds  ordered as a result of Entergy Gulf States' November  1996
rate  case.   These  refunds were completed in the October  1999  billing
month.   Pursuant to the September 1999 order, a true-up  proceeding  was
initiated, which required Entergy Gulf States to refund an additional $25
million.   This refund was concluded in December 1999.  The PUCT approved
the final refund and concluded the proceeding in June 2000.

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

     As determined in 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
occur semi-annually and will 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.   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 April 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.

     In September 1999, Entergy Gulf States filed an application with the
PUCT requesting an interim fuel surcharge to collect under-recovered fuel
and  purchased power expenses incurred from March 1999 through July 1999.
In  December 1999, the PUCT approved the collection of $33.9 million over
a  five-month period beginning January 2000.  An administrative appeal of
the  interim fuel surcharge was filed by certain cities in Travis  County
District Court.  The fuel and purchased power expenses contained in  this
surcharge will be subject to future fuel reconciliation proceedings.

     In   September  2000,  Entergy  Gulf  States  requested  an  interim
surcharge  to  collect  the  under-recovered  fuel  and  purchased  power
expenses,  including accrued interest, incurred from August 1999  through
July 2000.  Entergy Gulf States' requests the collection of $79.0 million
over  an eleven-month period beginning February 2001, and the request  is
currently pending before the PUCT.  The fuel and purchased power expenses
contained in this surcharge will be subject to future fuel reconciliation
proceedings.

Filings with the LPSC

Annual Earnings Reviews  (Entergy Corporation and Entergy Gulf States)

      In  June 2000, the LPSC approved a settlement between Entergy  Gulf
States  and  the  LPSC  staff to refund $83 million, including  interest,
resolving  refund issues in Entergy Gulf States' second,  third,  fourth,
and  fifth  post-Merger earnings reviews by the LPSC.   The  refund,  for
which adequate reserves were recorded, occurred over a three-month period
beginning July 2000.

      In  May 2000, Entergy Gulf States filed its seventh required  post-
Merger  earnings analysis with the LPSC.  This filing will be subject  to
review by the LPSC, which may result in a change in rates.  Entergy  Gulf
States  also  is  proposing that the allowed return on common  equity  be
increased  from  10.95%  to  11.60%.   A  procedural  schedule  has  been
established by the LPSC and hearings will begin in March 2001.

Formula Rate Plan Filings (Entergy Corporation and Entergy Louisiana)

      In  April  1999,  Entergy  Louisiana submitted  its  fourth  annual
performance-based  rate  plan filing for the  1998  test  year.   A  rate
reduction  of $15 million was implemented effective August 1,  1999.   In
May  2000,  the  LPSC  ordered an additional $6.4  million  refund.   The
refund,  for which an adequate reserve has been established, occurred  in
July  2000.   In addition, the LPSC extended Entergy Louisiana's  formula
rate plan for an additional year with the last filing to be made on April
15, 2001.

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

Filings with the Council

      The  Council  held hearings in May 1999 regarding the  prudence  of
Entergy  New  Orleans'  natural gas purchasing  practices.   Entergy  New
Orleans made an offer to settle this matter in conjunction with the offer
to  settle  the  gas retail open access issue that was  accepted  by  the
Council.   Management  has  provided reserves for  its  estimate  of  the
outcome of this proceeding.

Fuel Adjustment Clause Litigation

(Entergy Corporation and Entergy Louisiana)

     In May 1998, a group of ratepayers filed a complaint against Entergy
Corporation,  Entergy  Power, and Entergy Louisiana  in  state  court  in
Orleans Parish purportedly on behalf of all Entergy Louisiana ratepayers.
The  plaintiffs  seek  treble damages for alleged injuries  arising  from
alleged  violations by the defendants of Louisiana's  antitrust  laws  in
connection  with  the costs included in fuel filings with  the  LPSC  and
passed  through to ratepayers.  Among other things, the plaintiffs allege
that  Entergy  Louisiana  improperly introduced certain  costs  into  the
calculation   of  the  fuel  charges,  including  high-cost   electricity
imprudently  purchased from its affiliates and high-cost gas  imprudently
purchased   from  independent  third  party  suppliers.    In   addition,
plaintiffs seek to recover interest and attorneys' fees.  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.  A few  parties  have  also
intervened  in  the  LPSC proceeding.  Discovery at  the  LPSC  has  been
conducted.   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,  if  the
proceeding  continues.   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 has reached an agreement in principle  with  the
LPSC  staff  for  the settlement of the matter before the  LPSC  and  has
executed a definitive agreement with the plaintiffs for the settlement of
the  matter  before  the  LPSC and the state court.   The  terms  of  the
settlement agreement have not as yet been agreed to by intervenors to the
LPSC  proceeding, and must be approved by the LPSC and the  state  court.
Under  the  terms  of the settlement agreement, Entergy  Louisiana  would
agree  to  refund to customers approximately $72 million to  resolve  all
claims  arising out of or relating to Entergy Louisiana's fuel adjustment
clause  filings  from January 1, 1975 through December 31,  1999,  except
with respect to purchased power and associated costs included in the fuel
adjustment  clause  filings for the period May 1  through  September  30,
1999.  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.   A  fairness hearing  on  the  settlement  agreement
currently  is  scheduled  before the ALJ  on  November  8  and  9,  2000.
Following the hearing, the ALJ will make a recommendation to the LPSC and
the  LPSC  will consider the matter at its meeting scheduled for December
2000.   The  settlement agreement with the plaintiffs contemplates  that,
within ten days of the LPSC's approval of the settlement, plaintiffs will
seek  class  certification and approval of the settlement  by  the  state
court.

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

(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 the plantiffs' allegations  and  to
force  restitution to ratepayers of all costs they allege were improperly
and  imprudently included in the fuel adjustment filings.  Discovery  has
begun  in  the proceedings before the Council.  In April 2000,  testimony
was  filed on behalf of the plaintiffs in this proceeding.  The testimony
asserts,  among  other  things,  that  Entergy  New  Orleans  and   other
defendants   have  engaged  in  fuel  procurement  and  power  purchasing
practices  that  could  have  resulted in  New  Orleans  customers  being
overcharged by more than $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.

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

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

      During  its November 2000 meeting, the LPSC considered the  Entergy
Gulf  States and Entergy Louisiana costs.  The LPSC found that the  costs
were  prudently incurred, but decided that approximately 34% of the costs
should  be  categorized  as capacity charges,  and  therefore  should  be
recovered through base rates and not through the fuel adjustment  clause.
The LPSC's decision will result in refunds of approximately $11.1 million
for  Entergy  Louisiana and approximately $3.6 million for  Entergy  Gulf
States.  These costs categorized as capacity charges will be included  in
the costs of service used to determine the base rates of those companies.

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

     As discussed in Note 2 to the financial statements in the Form 10-K,
System  Energy  applied  to FERC in May 1995 for  a  $65.5  million  rate
increase.   The request sought changes to System Energy's rate  schedule,
including   increases   in  the  revenue  requirement   associated   with
decommissioning costs, the depreciation rate, and the rate of  return  on
common  equity.   In December 1995, System Energy implemented  the  $65.5
million  rate increase, subject to refund, for which a portion  has  been
reserved.

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

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

     In  August  2000,  the  MPSC approved Entergy  Mississippi's  second
revised  deferral  plan  that provides for a one-year  suspension,  until
October 2001, of the recovery of the ALJ amount deferred prior to October
1998.   The recovery of $11.8 million of the System Energy rate  increase
began in October 1998 and was being amortized over 48 months.  The amount
of  System Energy's proposed rate increase in excess of this amount  will
continue  to be deferred until the issuance of a final order by FERC,  or
October  2002,  whichever  occurs first.  These  deferred  amounts,  plus
carrying  charges, will be amortized over a 36-month period beginning  in
October 2002.


NOTE 3.  COMMON STOCK (Entergy Corporation)

     During the nine months ended September 30, 2000, Entergy Corporation
repurchased 19,465,800 shares of common stock in the open market  for  an
aggregate  purchase  price of approximately $496 million.   These  shares
were  purchased pursuant to Entergy's stock repurchase plan,  to  fulfill
the  requirements of various stock-based compensation and benefit  plans,
or  under  the  terms of the Merger Agreement.  Under the  terms  of  the
Merger  Agreement,  Entergy committed to use its commercially  reasonable
efforts  to  purchase  in open market transactions $430  million  of  its
common stock prior to the close of the Merger.  After the signing of  the
Merger Agreement, Entergy repurchased 3.0 million shares for an aggregate
amount of $100.2 million as of September 30, 2000.

     During the nine months ended September 30, 2000, Entergy Corporation
issued  472,303  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.

     On  May  23,  2000, Entergy Louisiana issued $150 million  of  8.50%
Series  First  Mortgage Bonds due June 1, 2003.  The proceeds  are  being
used  for general corporate purposes, including the repayment of the open
account  advance from Entergy Corporation and of short-term  indebtedness
that was incurred for capital needs and capital expenditures.

(Entergy Gulf States)

     On  June  1, 2000, Entergy Gulf States issued $300 million of  First
Mortgage  Bonds due June 2, 2003 bearing an initial rate of  8.04%.   The
interest rate is floating and is computed each quarter.  The current rate
is  7.88%.   The proceeds are being used for general corporate  purposes,
including the retirement of short-term indebtedness that was incurred for
capital  needs and capital expenditures, and the mandatory redemption  of
$150 million of preference stock in June 2000.

(Entergy New Orleans)

     On  July 25, 2000, Entergy New Orleans issued $30 million of  8.125%
Series  First  Mortgage Bonds due July 15, 2005. The proceeds  are  being
used  for general corporate purposes, including the retirement of  short-
term  indebtedness  that  was  incurred for  capital  needs  and  capital
expenditures.

(System Energy)

     On  August 1, 2000, System Energy redeemed, at maturity, $45 million
of 7.80% Series Debentures with internally generated funds.

     On October 1, 2000, System Energy redeemed, at maturity, $30 million
of 7.38% Series Debentures with internally generated funds.

(Entergy Corporation)

      As  discussed  in  Note  7 to the Form 10-K,  Saltend  Cogeneration
Company Limited (SCCL), an indirect wholly-owned subsidiary of EPDC,  has
in  place  a  non-recourse  senior credit  facility  and  a  non-recourse
subordinated credit facility to finance the construction and operation of
the Saltend power plant in the UK.  All of the assets of SCCL are pledged
as  collateral  under  the senior credit facility  and  the  subordinated
credit  facility.  These facilities contain certain covenants,  including
the  requirement that the Saltend power plant begin commercial  operation
by  October  1, 2000.  The plant has not commenced commercial  operation,
and therefore SCCL is in technical default on the facilities.  The lender
has agreed not to take any action at this time as a result of the default,
but  reserves all of its rights.   Final  testing  of  the Saltend  plant
is scheduled for early  to  mid-November 2000.  The  testing is  required
before commercial operation begins, and if  successful  the  testing will
remove the event  of  default.  The  amount of  debt outstanding  on  the
facilities as of September 30, 2000 is $588.2 million.

     Entergy's global power development business has entered into 10-year
interest  rate swap agreements with an average fixed rate of  6.539%  for
approximately 100% of the debt outstanding under the Damhead Creek bridge
and  term  loan portion of the Senior Credit Facility.  The global  power
development  business  is  exposed to  market  risks  from  movements  in
interest  rates for the hedged portion of the debt only in  the  unlikely
event that the counter-parties to the interest rate swap agreements  were
to  default  on  contractual payments.  At September 30, 2000,  Entergy's
global  power  development  business had interest  rate  swap  agreements
outstanding  totalling a notional amount of $415.2  million.   Under  the
senior  credit facility and the subordinated credit facility, the ability
of  the  global  power  development business  to  make  distributions  of
dividends,  loans, or advances to Entergy Corporation is  restricted  by,
among other things, the requirement to pay permitted project costs,  make
debt repayments, and maintain cash reserves.  See Note 7 to the financial
statements  in the Form 10-K for further discussion of the  financing  of
the Damhead Creek project.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

      On  October  27,  2000, Entergy Corporation's  Board  of  Directors
declared a common stock dividend of $0.315 per share, payable on December
1, 2000 to holders of record on November 10, 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 three  months
ended September 30, 2000 and 1999 is as follows (in thousands):




                        Domestic     Power      All                  Consolidated
                      Utility and  Marketing   Other*    Eliminations
                     System Energy and Trading*
                                                       
 2000
 Operating Revenues    $2,412,482   $953,970   $ 82,660   $  (17,557) $ 3,431,555
 Income Taxes             199,142      8,892       (107)           -      207,927
 Net Income               290,694     12,289      3,706            -      306,689


 1999
 Operating Revenues   $ 2,044,282   $988,550   $ 45,853    $ (14,150) $ 3,064,535
 Income Taxes             193,998      9,504      7,295            -      210,797
 Net Income               292,297     17,287    (13,426)           -      296,158




      Entergy's  segment financial information for the nine months  ended
September 30, 2000 and 1999 is as follows (in thousands):



                        Domestic      Power       All                  Consolidated
                      Utility and  Marketing    Other*    Eliminations
                        System    and Trading*
                        Energy
                                                         
 2000
 Operating Revenues   $ 5,511,403   $1,672,931   $238,498   $  (41,997) $ 7,380,835
 Income Taxes             390,640       16,688     33,288            -      440,616
 Net Income               564,978       27,409     68,485            -      660,872
 Total Assets          20,560,181      612,501  3,384,263     (529,842)  24,027,103


 1999
 Operating Revenues   $ 4,977,012   $2,002,146   $ 67,581    $ (25,878) $ 7,020,861
 Income Taxes             361,494        2,468    (21,559)           -      342,403
 Net Income               549,741        3,132     25,949            -      578,822
 Total Assets          19,545,541      719,725  3,455,765     (323,205)  23,397,826



      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 inter-segment activity.


NOTE 7.  ENTERGY-FPL GROUP MERGER  (Entergy Corporation)

     On  July 30, 2000, Entergy Corporation and FPL Group entered into  a
Merger  Agreement, providing for a business combination that  results  in
the  creation of a new company.  For accounting purposes, the Merger will
be  recorded under the purchase method of accounting as an acquisition of
Entergy  by FPL Group.  Each outstanding share of FPL Group common  stock
will  be  converted  into  the right to receive  one  share  of  the  new
company's common stock, and each outstanding share of Entergy Corporation
common stock will be converted into the right to receive 0.585 of a share
of  the  new  company's common stock.  It is expected  that  FPL  Group's
shareholders will own approximately 57% of the common equity of  the  new
company  and Entergy's shareholders will own approximately 43%.  The  new
company  will  be given a new name that will be agreed upon  between  the
Boards  of Directors of FPL and Entergy prior to the consummation of  the
Merger.   The  new company will maintain its principal corporate  offices
and  headquarters in Juno Beach, Florida, and will maintain  its  utility
headquarters in New Orleans, Louisiana.  The Merger is conditioned, among
other things, upon approvals of the shareholders of FPL Group and Entergy
and  approvals  of various local, state, and federal regulatory  agencies
and  commissions.   Entergy and FPL Group will  seek  to  consummate  the
Merger by late 2001.


NOTE 8.  NEW ACCOUNTING PRONOUNCEMENT (Entergy Corporation, Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy)

      In  June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities," which will be effective for  Entergy
in  2001.  This statement requires that all derivatives be recognized  in
the  balance  sheet, either as assets or liabilities,  measured  at  fair
value.   The  changes in the fair value of derivatives are recorded  each
period  in  current earnings or other comprehensive income, depending  on
whether a derivative is designated as part of a hedge transaction and, if
it  is,  the type of hedge transaction. For fair-value hedge transactions
in  which Entergy is hedging changes in an asset's, liability's, or  firm
commitment's  fair  value, changes in the fair value  of  the  derivative
instrument will generally be offset in the income statement by changes in
the  hedged item's fair value. For cash-flow hedge transactions, in which
Entergy  is hedging the variability of cash flows related to a  variable-
rate  asset, liability, or a forecasted transaction, changes in the  fair
value   of   the  derivative  instrument  will  be  reported   in   other
comprehensive  income. The gains and losses on the derivative  instrument
that  are reported in other comprehensive income will be reclassified  as
earnings in the periods in which earnings are impacted by the variability
of  the  cash  flows of the hedged item. The ineffective portion  of  all
hedges will be recognized in current-period earnings.

     Entergy utilizes derivative financial instruments primarily for the
following purposes:

     o trading activity in its power marketing and trading business;
     o to ensure adequate power supplies and to mitigate certain risks in
       the domestic utility business; and
     o to hedge cash flows for various transactions in its competitive
       businesses.

The  implementation  of  SFAS 133 will not materially  impact  the  power
marketing  and trading business, as its derivative portfolio  is  already
marked-to-market under the provisions of EITF 98-10, "Measuring the Value
of  Energy-Related Contracts".  The derivatives utilized in the  domestic
utility business will be recorded at their fair value upon implementation
of  SFAS  133.   However, these fair values will  be  offset  by  related
regulatory  assets and liabilities, as all revenues and costs  associated
with  these derivatives are ultimately recovered from ratepayers.   Based
on  Entergy's  preliminary assessment of the impact of SFAS  133  on  its
other cash flow hedging derivative instruments, Entergy estimates that  a
net-of-tax   cumulative-effect-type-adjustment   in   accumulated   other
comprehensive income and the impact on the consolidated income statements
due  to  any  ineffectiveness  of these cash  flow  hedges  will  not  be
significant when the company adopts SFAS 133 on January 1, 2001.
                   __________________________________

      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  the  third
quarter  of 2000, Entergy and Union Pacific settled the dispute  and  the
litigation has been dismissed.

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
and  in  Item  1  of  Part  II of the 2000 first quarter  Form  10-Q  for
information  relating  to the lawsuit filed by Aquila  Power  Corporation
(Aquila)  against  Entergy Services, as agent for  the  domestic  utility
companies.

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.

      In  the  lawsuit  filed in state court in Orleans  Parish  alleging
violations of Entergy New Orleans' limit on rate of return, in May 2000 a
court of appeal granted Entergy New Orleans' exception to jurisdiction in
the  case and dismissed the proceeding.   The Louisiana Supreme Court has
denied  the plaintiff's request for a writ of certiorari.  The plaintiffs
then  commenced  a  similar proceeding before  the  Council.   Management
cannot predict the outcome of the proceeding before the Council.

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.   In  March
2000,  an  appellate  court  affirmed the district  court's  decision  to
certify  the  class.  In response to Entergy's motion for rehearing,  the
appellate  court reversed the district court, denied class certification,
and  remanded  the case to the district court for proceedings  consistent
with its ruling.  Management cannot predict the outcome of this matter.

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 business risk.


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

(Entergy Arkansas)

      A consent in lieu of the annual meeting of common stockholders was
executed on July 31, 2000.  The consent was signed on behalf of  Entergy
Corporation, the holder of all issued and outstanding shares  of  common
stock.   The common stockholder, by such consent, elected the  following
individuals to serve as directors constituting the Board of Directors of
Entergy  Arkansas: Hugh T. McDonald, Donald C. Hintz, Jerry D.  Jackson,
and C. John Wilder.

(Entergy Gulf States)

      A consent in lieu of the annual meeting of common stockholders was
executed on July 31, 2000.  The consent was signed on behalf of  Entergy
Corporation, the holder of all issued and outstanding shares  of  common
stock.   The common stockholder, by such consent, elected the  following
individuals to serve as directors constituting the Board of Directors of
Entergy Gulf States: E. Renae Conley, Joseph F. Domino, Donald C. Hintz,
Jerry D. Jackson, and C. John Wilder.

(Entergy Louisiana)

      A consent in lieu of the annual meeting of common stockholders was
executed on July 31, 2000.  The consent was signed on behalf of  Entergy
Corporation, the holder of all issued and outstanding shares  of  common
stock.   The common stockholder, by such consent, elected the  following
individuals to serve as directors constituting the Board of Directors of
Entergy  Louisiana: E. Renae Conley, Donald C. Hintz, Jerry D.  Jackson,
and C. John Wilder.

(Entergy Mississippi)

      A consent in lieu of the annual meeting of common stockholders was
executed on July 31, 2000.  The consent was signed on behalf of  Entergy
Corporation, the holder of all issued and outstanding shares  of  common
stock.   The common stockholder, by such consent, elected the  following
individuals to serve as directors constituting the Board of Directors of
Entergy  Mississippi:  Carolyn C. Shanks,  Donald  C.  Hintz,  Jerry  D.
Jackson, and C. John Wilder.

(Entergy New Orleans)

      A consent in lieu of the annual meeting of common stockholders was
executed on July 31, 2000.  The consent was signed on behalf of  Entergy
Corporation, the holder of all issued and outstanding shares  of  common
stock.   The common stockholder, by such consent, elected the  following
individuals to serve as directors constituting the Board of Directors of
Entergy  New  Orleans:  Daniel F. Packer,  Donald  C.  Hintz,  Jerry  D.
Jackson, and C. John Wilder.

(System Energy)

      A consent in lieu of the annual meeting of common stockholders was
executed on July 31, 2000.  The consent was signed on behalf of  Entergy
Corporation, the holder of all issued and outstanding shares  of  common
stock.   The common stockholder, by such consent, elected the  following
individuals to serve as directors constituting the Board of Directors of
System Energy: Jerry W. Yelverton, Donald C. Hintz, and C. John Wilder.


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,             September 30,
                       1995   1996   1997   1998   1999       2000

 Entergy Arkansas      2.56   2.93    2.54  2.63   2.08       2.42
 Entergy Gulf States   1.86   1.47    1.42  1.40   2.18       2.59
 Entergy Louisiana     3.18   3.16    2.74  3.18   3.48       2.90
 Entergy Mississippi   2.92   3.40    2.98  3.12   2.44       2.38
 Entergy New Orleans   3.93   3.51    2.70  2.65   3.00       3.15
 System Energy         2.07   2.21    2.31  2.52   1.90       2.42

                         Ratios of Earnings to Combined Fixed Charges
                                   and Preferred Dividends
                                     Twelve Months Ended
                                    December 31,             September 30,
                          1995  1996   1997   1998    1999       2000

 Entergy Arkansas         2.12  2.44   2.24   2.28    1.80       2.13
 Entergy Gulf States (a)  1.54  1.19   1.23   1.20    1.86       2.31
 Entergy Louisiana        2.60  2.64   2.36   2.75    3.09       2.57
 Entergy Mississippi      2.51  2.95   2.69   2.80    2.18       2.14
 Entergy New Orleans      3.56  3.22   2.44   2.41    2.74       2.87

(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*

**   2(a) -  Agreement and Plan of Merger dated as of July 30, 2000,
             among FPL Group, Inc., Entergy Corporation, WCB Holding
             Corp., Ranger Acquisition Corp. and Ring Acquisition Corp
             (filed as Exhibit 2.1 to Form 8-K dated July 31, 2000 in
             1-11299).

     27(a) -  Financial  Data  Schedule  for  Entergy  Corporation  and
              Subsidiaries as of September 30, 2000.

     27(b) -  Financial  Data  Schedule  for  Entergy  Arkansas  as  of
              September 30, 2000.

     27(c) -  Financial  Data Schedule for Entergy Gulf  States  as  of
              September 30, 2000.

     27(d) -  Financial  Data  Schedule  for Entergy  Louisiana  as  of
              September 30, 2000.

     27(e) -  Financial  Data  Schedule for Entergy Mississippi  as  of
              September 30, 2000.

     27(f) -  Financial  Data Schedule for Entergy New  Orleans  as  of
              September 30, 2000.

     27(g) -  Financial Data Schedule for System Energy as of September
              30, 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, 1-27031, 1-8474, 0-320, 0-
              5807, and 1-9067, respectively).

**   99(h) -  Quarterly  Reports  on Form 10-Q of Entergy  Corporation,
              Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
              Entergy  Mississippi,  Entergy New  Orleans,  and  System
              Energy for the quarter ended March 31, 2000, 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, 1-27031, 1-8474, 0-320,  0-5807,
              and 1-9067, respectively).

**   99(i) -  Quarterly  Reports  on Form 10-Q of Entergy  Corporation,
              Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
              Entergy  Mississippi,  Entergy New  Orleans,  and  System
              Energy  for the quarter ended June 30, 2000, 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, 1-27031, 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   September  30,  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  September  30,
     2000.

**   Incorporated herein by reference as indicated.


     (b)   Reports on Form 8-K

     Entergy Corporation

           A  Current  Report on Form 8-K, dated July 26,  2000,
           was  filed  with the SEC on July 27, 2000,  reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".

     Entergy Corporation

           A  Current  Report on Form 8-K, dated July 30,  2000,
           was  filed  with the SEC on July 31, 2000,  reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".

     Entergy Corporation

           A  Current  Report on Form 8-K, dated July 30,  2000,
           was  filed  with the SEC on August 3, 2000, reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".

     Entergy Corporation and Entergy Louisiana

           A  Current Report on Form 8-K, dated August 11, 2000,
           was  filed with the SEC on August 18, 2000, reporting
           information under Item 5. "Other Events".

     Entergy Corporation and Entergy Louisiana

           A Current Report on Form 8-K, dated October 19, 2000,
           was filed with the SEC on October 19, 2000, reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".



                                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:     November 9, 2000