___________________________________________________________________________
                               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 June 30, 2001

          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 July 31, 2001
Entergy Corporation           ($0.01 par value)             221,706,367

      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, 2000, and the Quarterly
Report  on  Form 10-Q for the quarter ended March 31, 2001,  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., and System Energy Resources, Inc. and their  affiliated
companies  may involve risks and uncertainties.  A number of factors  could
cause  actual results or outcomes to differ materially from those indicated
by  such  forward-looking statements.  These factors include, but  are  not
limited  to, risks and uncertainties relating to:  the effects of  weather,
the   performance  of  generating  units  and  transmission  systems,   the
possession  of  nuclear  materials, fuel and  purchased  power  prices  and
availability,  the  effects of regulatory decisions  and  changes  in  law,
litigation,  capital  spending  requirements,  the  onset  of  competition,
including  the ability to recover net regulatory assets and other potential
stranded  costs,  the  effects  of recent developments  in  the  California
electricity  market  on  the  utility  industry  nationally,  advances   in
technology,  changes in accounting standards, corporate  restructuring  and
changes in capital structure, the success of new business ventures, changes
in  the  markets  for  electricity  and other  energy-related  commodities,
changes  in  interest rates and in financial and foreign  currency  markets
generally,   the   economic  climate  and  growth  in   Entergy's   service
territories, changes in corporate strategies, and other factors.



                   ENTERGY CORPORATION AND SUBSIDIARIES
                  INDEX TO QUARTERLY REPORT ON FORM 10-Q
                               June 30, 2001
                                                        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                            7
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                 12
     Consolidated Statements of Income                     17
     Consolidated Statements of Cash Flows                 18
     Consolidated Balance Sheets                           20
     Consolidated Statements of Retained Earnings,
       Comprehensive Income, and Paid-In Capital           22
     Selected Operating Results                            23
  Entergy Arkansas, Inc.:
     Results of Operations                                 24
     Income Statements                                     27
     Statements of Cash Flows                              29
     Balance Sheets                                        30
     Selected Operating Results                            32
  Entergy Gulf States, Inc.:
     Results of Operations                                 33
     Income Statements                                     36
     Statements of Cash Flows                              37
     Balance Sheets                                        38
     Selected Operating Results                            40
  Entergy Louisiana, Inc.:
     Results of Operations                                 41
     Income Statements                                     44
     Statements of Cash Flows                              45
     Balance Sheets                                        46
     Selected Operating Results                            48
  Entergy Mississippi, Inc.:
     Results of Operations                                 49
     Income Statements                                     51
     Statements of Cash Flows                              53
     Balance Sheets                                        54
     Selected Operating Results                            56
  Entergy New Orleans, Inc.:
     Results of Operations                                 57
     Income Statements                                     60
     Statements of Cash Flows                              61
     Balance Sheets                                        62
     Selected Operating Results                            64
  System Energy Resources, Inc.:
     Results of Operations                                 65
     Income Statements                                     66
     Statements of Cash Flows                              67
     Balance Sheets                                        68
Notes to Financial Statements for Entergy Corporation
 and Subsidiaries                                          70
Part II:
  Item 1.  Legal Proceedings                               82
  Item 4.  Submission of Matters to a Vote of
          Security Holders                                 82
  Item 5.  Other Information                               84
  Item 6.  Exhibits and Reports on Form 8-K                85
Signature                                                  87



                                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  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
EPDC                     Entergy Power Development Corporation
EWG                      Exempt wholesale generator under PUHCA
EWO                      Entergy   Wholesale  Operations,  which  primarily
                         consists  of  Entergy's global  power  development
                         business
Entergy                  Entergy  Corporation and its  various  direct  and
                         indirect subsidiaries
Entergy Arkansas         Entergy Arkansas, Inc.
Entergy Corporation      Entergy Corporation, a Delaware corporation
Entergy Gulf States      Entergy  Gulf States, Inc., including  its  wholly
                         owned  subsidiaries - Varibus Corporation,  GSG&T,
                         Inc.,  Prudential  Oil & Gas, Inc.,  and  Southern
                         Gulf Railway Company
Entergy-Koch             Entergy-Koch, L.P., a joint venture equally  owned
                         by Entergy and Koch Industries, Inc.
Entergy London           Entergy  London Investments plc, formerly  Entergy
                         Power   UK   plc   (including  its  wholly   owned
                         subsidiary,  London Electricity  plc),  which  was
                         sold by Entergy effective December 4, 1998
Entergy Louisiana        Entergy Louisiana, Inc.
Entergy Mississippi      Entergy Mississippi, Inc.
Entergy New Orleans      Entergy New Orleans, Inc.
Entergy Power            Entergy Power, Inc.
FERC                     Federal Energy Regulatory Commission
FitzPatrick              James  A. FitzPatrick nuclear power plant, 825  MW
                         facility  located near Oswego, New York, purchased
                         in November 2000, from New York Power Authority by
                         Entergy's domestic non-utility nuclear business
FUCO                     Exempt foreign utility company under PUHCA
Form 10-K                The  combined Annual Report on Form 10-K  for  the
                         year  ended December 31, 2000 of Entergy,  Entergy
                         Arkansas,  Entergy Gulf States, Entergy Louisiana,
                         Entergy  Mississippi,  Entergy  New  Orleans,  and
                         System Energy
Grand Gulf 1             Unit  No.  1  of the Grand Gulf Nuclear Generation
                         Plant
GGART                    Grand Gulf Accelerated Recovery Tariff
GWH                      One million kilowatt-hours
Independence             Independence Steam Electric Station (coal),  owned
                         16%   by   Entergy   Arkansas,  25%   by   Entergy
                         Mississippi, and 7% by Entergy Power



Abbreviation or Acronym       Term

Indian Point 3           Indian  Point  3  nuclear  power  plant,  980   MW
                         facility located in Westchester County, New  York,
                         purchased  in November 2000, from New  York  Power
                         Authority   by   Entergy's  domestic   non-utility
                         nuclear business
LPSC                     Louisiana Public Service Commission
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,
                         which was mutually terminated on April 1, 2001
MPSC                     Mississippi Public Service Commission
MW                       Megawatt(s)
Net revenue              Operating  revenue net of fuel, fuel-related,  and
                         purchased   power   expenses;   other   regulatory
                         credits; and amortization of rate deferrals
NRC                      Nuclear Regulatory Commission
NYPA                     New York Power Authority
Pilgrim                  Pilgrim  Nuclear Station, 670 MW facility  located
                         in  Plymouth, Massachusetts purchased in July 1999
                         from  Boston  Edison  by Entergy's  domestic  non-
                         utility nuclear business
PUCT                     Public Utility Commission of Texas
PUHCA                    Public  Utility Holding Company Act  of  1935,  as
                         amended
River Bend               River   Bend  Steam  Electric  Generating  Station
                         (nuclear)
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.
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.    See  "Item  1.  Business  -  BUSINESS  OF  ENTERGY  -  Industry
Restructuring  and Competition" in the Form 10-K for issues concerning  the
timing and implementation of Entergy's transition to competition, including
potential  conflicts  among  Entergy's regulated  jurisdictions.   Although
transition  to  competition filings have been made  in  all  jurisdictions,
proceedings  have  not yet commenced in all cases.   Set  forth  below  are
updates to the information contained therein.

Business Combination with FPL Group

     On July 30, 2000, Entergy Corporation and FPL Group, Inc. entered into
a  Merger  Agreement providing for a business combination that  would  have
resulted  in  the  creation of a new company.  On April  1,  2001,  Entergy
Corporation  and  FPL  Group  terminated the  Merger  Agreement  by  mutual
decision.   Both companies agreed that no termination fee is payable  under
the  terms  of  the  Merger Agreement, unless within  nine  months  of  the
termination  one  party agrees to a substantially similar transaction  with
another  party.   Each  company will bear its own merger-related  expenses.
Entergy has filed for withdrawal of its merger-related filings submitted to
the FERC, the SEC, and state and local regulatory agencies.

Domestic Transition to Competition

Federal Regulatory Activity

System Agreement Proceedings

     See  "MANAGEMENT'S  FINANCIAL DISCUSSION AND  ANALYSIS  -  SIGNIFICANT
FACTORS AND KNOWN TRENDS" in the Form 10-K for a discussion of the proposed
amendments to the System Agreement filed with FERC by the domestic  utility
companies.   The  proposed  amendments  were  designed  to  facilitate  the
implementation of retail competition in Arkansas and Texas.   As  discussed
in the Form 10-K, the LPSC and the Council also filed a complaint with FERC
seeking revisions to the System Agreement.

     In  June 2001, in connection with these proceedings, the parties filed
an offer of settlement with FERC.  The offer of settlement provides for the
following amendments to the System Agreement:

     o the Texas retail jurisdictional division of Entergy Gulf States will
       terminate its participation in the System Agreement, except for the
       aspects related to transmission equalization, when Texas implements
       retail open access, which is currently scheduled for  January 1, 2002;
     o five percent of Entergy Gulf States' megawatt capacity allocated to
       the Texas retail load by the LPSC will be made available to the domestic
       utility companies remaining under the System Agreement.  Each company
       has until November 15, 2001 to elect to purchase its pro rata share of
       this capacity.  Entergy Arkansas' pro rata share is 27.3%, Entergy Gulf
       States - Louisiana's pro rata share is 20.2%, Entergy Louisiana's pro
       rata share is 30.2%, Entergy Mississippi's pro rata share is 15.9%,
       and Entergy New Orleans' pro rata share is 6.4%.  If a company elects
       to purchase capacity it will be for the period January 1, 2002 through
       June 30, 2008.  If a company elects not to purchase, the other
       companies are not entitled to purchase that company's share of the
       capacity; and
     o the  service schedule developed to track changes in energy costs
       resulting from the Entergy-Gulf States Utilities merger is modified to
       include  one  final  true-up of fuel costs  when  the  Texas  retail
       jurisdictional division of Entergy Gulf States ceases participation in
       the System Agreement, after which the service schedule will no longer be
       applicable for any purpose.




                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


The  proceeding  on  the complaint filed with FERC  in  1995  by  the  LPSC
requesting modification of the System Agreement to exclude curtailable load
from  the cost allocation determination was not settled.  In July 2001,  an
ALJ  issued  decisions certifying the offer of settlement to the  FERC  and
generally continuing to include curtailable load served during 1995 in cost
allocation determinations.  FERC approved the settlement in July 2001.

      As  anticipated by the offer of settlement, the LPSC and the  Council
commenced  a new proceeding at FERC in June 2001.  In this proceeding,  the
LPSC  and  the  Council allege that the rough production cost  equalization
required  by  FERC  under the System Agreement and  the  Unit  Power  Sales
Agreement  has been disrupted by changed circumstances.  The LPSC  and  the
Council  have requested that FERC amend the System Agreement  or  the  Unit
Power  Sales Agreement or both to achieve full production cost equalization
or to restore rough production cost equalization.  Their complaint does not
seek  a  change in the total amount of the costs allocated under  the  Unit
Power  Sales  Agreement.  Several parties have filed interventions  in  the
proceeding, including the APSC and the MPSC.  Entergy filed its response to
the  complaint  in July 2001 denying the allegations of the  LPSC  and  the
Council.   The APSC and the MPSC also filed responses opposing  the  relief
sought by the LPSC and the Council.

     In  their  complaint, the LPSC and Council allege  that  the  domestic
utility  companies' annual production costs over the period  2002  to  2007
will  be over or (under) the average for the domestic utility companies  by
the following amounts:

        Entergy Arkansas             ($130) to ($278) million
        Entergy Gulf States - LA           $11 to $87 million
        Entergy Louisiana                $139 to $132 million
        Entergy Mississippi              ($27) to $13 million
        Entergy New Orleans                 $7 to $46 million

This range of results is a function of assumptions regarding such things as
future  natural  gas  prices, the future market price of  electricity,  and
other  factors.  If FERC grants the relief requested, the relief may result
in  a  material  increase in production costs allocated to companies  whose
costs  currently are projected to be less than the average and  a  material
decrease  in production costs allocated to companies whose costs  currently
are  projected to exceed the average.  Management believes that any changes
in the allocation of production costs resulting from a FERC decision should
result in similar rate changes for retail customers.  Therefore, management
does  not believe that this proceeding will have a material effect  on  the
financial  condition  of  any of the domestic utility  companies,  although
neither  the  timing  nor the outcome of the proceedings  at  FERC  can  be
predicted at this time.

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 FERC's Order  2000  and
Entergy's proposed Transco.

     In July 2001, FERC issued orders on various proposals for transmission
owners in the United States to commit their assets to regional transmission
organizations (RTOs).  In the orders, FERC indicated that it envisions  the
establishment  of  four  RTOs in the United States,  one  in  each  of  the
Northeast,  Southeast, Midwest, and West.  FERC further required  utilities
within  the  Northeast and Southeast, including Entergy, to participate  in
mediation proceedings for the purpose of facilitating the establishment  of
these two RTOs.

     In July 2001, the domestic utility companies filed requests with their
state  and  local  regulatory commissions to suspend proceedings  regarding
Transco pending further action in the FERC-mandated mediation proceedings.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


State Regulatory Activity

Texas

     Since  the filing of the Form 10-K, several developments have occurred
in  the  Texas  retail open access proceedings and in Texas  and  Louisiana
proceedings  for the separation of the utility operations of  Entergy  Gulf
States  among new corporate and partnership entities.  See Note  2  to  the
financial statements herein for a discussion of these developments.

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.

Filings with the APSC

     In  April  2001, Entergy Arkansas filed with the APSC  a  proposal  to
recover, costs plus carrying charges associated with power restoration caused
by the December 2000 ice storms.  In an order issued in June 2001, the APSC
decided that it would  not  give final approval to Entergy's proposed storm
cost  recovery rider outside of a fully developed cost-of-service study in
a general  rate proceeding.  In a subsequent decision, the APSC ordered
Entergy Arkansas to commence  such a proceeding by January 2002.  The APSC
action  resulted  in the deferral in 2001 of previously expensed storm
damage costs as reflected in Entergy Arkansas' financial statements.

     In  July  2001, Entergy Arkansas filed with the APSC its  final  storm
damage cost determination of $195 million associated with power restoration
during  the  December 2000 ice storms.  Entergy Arkansas  is  proposing  to
recover  $170 million, plus carrying charges, over approximately a six  and
one-half  year  period.  The remainder of the costs  is  primarily  capital
expenditures  that  will be included in rate base in  future  general  rate
proceedings.   The  APSC  established a  procedural  schedule  to  consider
putting  an interim rider in place to recover the ice storm costs,  subject
to  refund.   The schedule calls for a January 2002 hearing  date  and  the
issuance of a decision by February 2002.  No assurance can be given  as  to
the timing or outcome of these proceedings before the APSC.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


Filings with the Council

      In  June 2001, Entergy New Orleans filed with the Council for changes
in  gas and electric rates based on a test year ending December 2000.   The
filing  indicated that an increase in both gas and electric rates might  be
appropriate. Proceedings on Entergy New Orleans' filing have been  deferred
until June 2002.

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.   Resolution  of  the
regulatory  proceedings affecting the transition to competition of  Entergy
Gulf   States'   Texas   generation  business  will  likely   require   the
discontinuance of the application of SFAS 71 accounting treatment  to  that
business,  which may occur in the fourth quarter of 2001.   The  regulatory
proceedings  are discussed in "Domestic Transition to Competition  -  State
Regulatory  and  Legislative Activity - Texas" in  "MANAGEMENT'S  FINANCIAL
DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS" in the Form
10-K  and  that  discussion  is  updated in Note  2 to  the financial
statements herein.  Management does not expect a material adverse  effect
on Entergy's and Entergy Gulf States' results of operations if  SFAS  71
accounting  treatment for the Texas  generation  business  is discontinued
in the fourth quarter of 2001.




                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


Cash Flows

Operating Activities

      The  following table summarizes net cash flow provided by  (used  in)
operating  activities  for  Entergy, the domestic  utility  companies,  and
System Energy:

                                 Six Months Ended     Six Months Ended
              Company             June 30, 2001         June 30, 2000
                                            (In Millions)

        Entergy                       $600.7               $839.8
        Entergy Arkansas              $160.5               $124.0
        Entergy Gulf States           $184.9               $138.6
        Entergy Louisiana             $195.2                $77.2
        Entergy Mississippi            ($8.4)               $18.7
        Entergy New Orleans            ($1.8)               $16.9
        System Energy                  $95.5               $325.1

      Entergy's consolidated net cash flow provided by operating activities
decreased primarily due to:

     o a  decrease,  excluding the effect of money  pool  activity,  of
       $154 million in cash provided by the domestic utility companies and
       System Energy; and
     o net cash used of $35.1 million in operating activities in 2001 by EWO
       compared with EWO providing $39.7 million of operating cash flow in
       2000 due to a net loss generated in 2001 compared with net income in
       2000.

     These decreases in consolidated net operating cash flow were partially
offset  by an increase in cash provided by the domestic non-utility nuclear
business  of $47.5 million, primarily from the operation of the FitzPatrick
and Indian Point 3 plants, purchased in 2000.

     Payments  for  higher  fuel  costs and  for  power  restoration  costs
associated  with the December 2000 ice storms in Arkansas resulted  in  the
overall  decrease  in operating cash flow provided by the domestic  utility
companies  and  System  Energy.  These payments were  partially  funded  by
borrowings  from  the money pool and external lines of  credit,  which  are
discussed  below.   Partially offsetting the higher fuel  costs  and  power
restoration  costs is an increase in fuel cost recovery  in  2001,
primarily  at  Entergy  Louisiana and Entergy  Gulf  States.   The
increase  in fuel cost recovery is partially offset by increased fuel  cost
under-recovery at Entergy Mississippi.  Increases in income  taxes  accrued
resulting  from  book  and  tax income timing  differences  also  increased
operating  cash  flow  in 2001 compared to 2000.  Management  expects  that
these  timing differences may continue to increase operating cash  flow  in
the immediate future.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


      Money  pool  activity also affected the operating cash flows  of  the
domestic utility companies and System Energy.  The increases (decreases) in
money pool borrowings during 2001 and 2000 are as follows:

                                Six Months Ended     Six Months Ended
              Company             June 30, 2001       June 30, 2000
                                           (In Millions)

       Entergy Arkansas              $134.7              ($40.6)
       Entergy Gulf States            $26.6              ($36.1)
       Entergy Louisiana                  -              ($91.5)
       Entergy Mississippi                -              ($50.0)
       Entergy New Orleans            $11.2               ($6.9)

For  the lenders to the money pool in 2001, Entergy Louisiana's money  pool
associated company receivables increased $49.1 million and System  Energy's
money  pool associate company receivables increased $101.4 million for  the
six  months  ended  June  30,  2001. In 2000, System  Energy's  money  pool
associate  company receivables decreased $176.3 million.   System  Energy's
money pool activity is the primary cause of the decrease in operating  cash
flow  for  System Energy for the six months ended June 30, 2001 as compared
to the six months ended June 30, 2000.

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

Investing Activities

     Net  cash  used in investing activities increased for the  six  months
ended  June  30,  2001  compared to the six  months  ended  June  30,  2000
primarily due to:

     o capital contributions made in the formation of Entergy-Koch, L.P.;
     o the maturity of other temporary investments in 2000;
     o investments used as collateral for letters of credit by the domestic
       non-utility nuclear business, discussed below in "Uses of Capital  -
       Domestic Non-Utility Nuclear;" and
     o proceeds from the sale of the Freestone power project in 2000.

     The  following factors partially offset the overall increase  in  cash
used in investing activities:

     o decreased construction expenditures due to completion of construction
       of the Saltend and Damhead Creek plants;
     o decreased payments by EWO for turbines in 2001, discussed below in
       "Uses of Capital - Entergy Wholesale Operations;" and
     o decreased under-recovery of deferred fuel costs incurred at certain of
       the domestic utility companies.  Entergy Arkansas, the Texas portion of
       Entergy Gulf States, and Entergy Mississippi for 2000 only, have treated
       these costs as regulatory investments because these companies are
       allowed by their regulatory jurisdictions to recover the accumulated
       fuel cost regulatory asset over longer than a twelve month period.
       The companies will earn a return on the under-recovered balances.




                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


Financing Activities

      Financing activities used cash in 2001 compared with cash provided in
2000 primarily due to:

     o a higher amount of debt issued by the domestic utility companies in
       2000 than in 2001;
     o no additional borrowings in 2001 under the Saltend and Damhead Creek
       credit facilities due to the completion of construction of the plants;
     o decreased borrowings made during 2001 under the Entergy Corporation
       credit facility compared to borrowings made in 2000; and
     o increased debt retirements due to repayments on the Saltend and
       Damhead Creek credit facilities by EWO, partially offset by decreased
       debt retirements by the domestic utility companies.

Partially  offsetting  the  overall increase  in  cash  used  in  financing
activities were the following:

     o redemption of Entergy Gulf States' preference stock in 2000;
     o increased common stock issuances; and
     o decreased repurchases of Entergy Corporation common stock in 2001.
       Entergy anticipates limited repurchase activity for the remainder of
       2001, as it considers various investment opportunities.

Capital Resources

      See  "MANAGEMENT'S  DISCUSSION AND ANALYSIS - LIQUIDITY  AND  CAPITAL
RESOURCES  -  Capital  Resources" in the Form  10-K  for  a  discussion  of
Entergy's  sources  of funds and capital requirements.  The  following  are
updates to the Form 10-K.

Sources of Capital

      As  discussed  in  the  Form 10-K, certain of  the  domestic  utility
companies have issued or expect to issue debt in 2001.  See Note 4  to  the
financial statements herein for details regarding long-term debt issued in
2001.

      Short-term  borrowings by the domestic utility companies  and  System
Energy,  including borrowings under the money pool, are limited to  amounts
authorized by the SEC.  See Note 4 to the financial statements in the  Form
10-K  for further discussion of Entergy's short-term borrowing limits.   In
2001,  Entergy received SEC approval to increase the authorized limits  for
the following companies, as follows:

           Company              Previous Limit    Current Limit

  Entergy Mississippi           $103 million      $160 million
  Entergy New Orleans           $ 35 million      $100 million
  Other Entergy subsidiaries    $265 million      $420 million

The  approval  increased  the current SEC authorized  short-term  borrowing
limits for Entergy subsidiaries from $1.343 billion to $1.620 billion.  The
SEC  authorized limits are effective through November 30,  2001.   In  June
2001, Entergy filed with the SEC to extend the authorization period for the
current   short-term  borrowing  limits  and  the  money   pool   borrowing
arrangement.


                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


     The following companies had borrowings outstanding from the money pool
at June 30, 2001:

                                         Outstanding
                 Company                 Borrowings

       Entergy Arkansas               $165.4 million
       Entergy Gulf States            $ 26.6 million
       Entergy Mississippi            $ 34.1 million
       Entergy New Orleans            $ 16.9 million
       Other Entergy subsidiaries     $111.5 million

      Entergy  Arkansas,  Entergy Louisiana, and Entergy  Mississippi  each
obtained 364-day credit facilities in 2001 as follows:

                                               Amount of      Amount Drawn as
          Company         Date Obtained        Facility      of June 30, 2001

  Entergy Arkansas      January 31, 2001      $63 million            -
  Entergy Louisiana     January 31, 2001      $30 million            -
  Entergy Mississippi   February 2, 2001      $25 million       $10 million

Entergy Louisiana decreased its available credit facility to $15 million in
May  2001.   The  facilities have variable interest rates and  the  average
commitment fee is 0.13%.

      In  May  2001,  Entergy Corporation amended its 364-day  bank  credit
facility,  increasing the capacity from $500 million to $1.275 billion,  of
which $472 million was drawn as of June 30, 2001.  Entergy Corporation will
use borrowings from the facility for general corporate purposes and to make
additional investments in competitive businesses, including some or all  of
the  purchase  price  for  the Indian Point 2 nuclear  unit  which  Entergy
expects  to  acquire from Consolidated Edison during the third  quarter  of
2001.   In  July 2001, the borrowing capacity on the facility was increased
to $1.325 billion.

Uses of Capital

PUHCA Restrictions on Uses of Capital

      Entergy's  ability  to  invest  in domestic  and  foreign  generation
businesses  is subject to the SEC's regulations under PUHCA.  As authorized
by  the  SEC, Entergy is allowed to invest an amount equal to 100%  of  its
average  consolidated retained earnings in domestic and foreign  generation
businesses.   As  of June 30, 2001, Entergy's investments subject  to  this
rule  totaled  $832 million constituting 25.4% of its average  consolidated
retained earnings.

       See  "PUHCA  Restrictions  on  Uses  of  Capital"  in  "MANAGEMENT'S
DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL RESOURCES" in the Form 10-K
for a discussion of other PUHCA restrictions affecting Entergy, such as its
capacity  to  invest  in "energy-related" businesses  and  its  ability  to
guarantee obligations of its non-utility subsidiaries.


                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


Other Uses of Capital by Entergy Corporation

      For  the  six  months ended June 30, 2001, Entergy  Corporation  paid
$134.8  million in cash dividends on its common stock and received dividend
payments  and returns of capital totaling $287.2 million from subsidiaries.
Declarations  of  dividends  on Entergy's common  stock  are  made  at  the
discretion  of the Board.  The Board evaluates the level of Entergy  common
stock  dividends  based  upon Entergy's earnings, financial  strength,  and
capital   requirements.    Restrictions  on  the   ability   of   Entergy's
subsidiaries  to  pay dividends are discussed in Note 8  to  the  financial
statements in the Form 10-K.

Domestic Non-Utility Nuclear

     In connection with the acquisition of the FitzPatrick and Indian Point
3  nuclear  power plants, the installment payments due by Entergy  to  NYPA
must  be  secured  by  a  letter  of  credit  from  an  eligible  financial
institution.   On  November 21, 2000, upon closing the acquisition  of  the
NYPA  plants, Entergy delivered a $577 million letter of credit, with  NYPA
as  beneficiary.   The letter of credit was backed by cash collateral,  and
this  cash  is  reflected in the balance sheet at  December  31,  2000,  as
"Special deposits."  In January 2001, Entergy replaced $440 million of  the
cash  collateral with an Entergy Corporation guarantee.  Most of  the  cash
released  by  this  guarantee was used to fund Entergy's  contributions  to
Entergy-Koch  as  discussed below under "Joint Ventures."   In  June  2001,
Entergy  Corporation obtained new letters of credit totaling $577  million,
which  replaced  the  letter of credit initially  provided  to  NYPA.   The
letters  of credit are partially backed by an Entergy Corporation guarantee
and  partially backed by $272  million of cash collateral.  The cash
collateral is included  in "Other investments" on the balance sheet at
June 30, 2001.

Entergy Wholesale Operations

      As  part of its turbine acquisition program, an EWO subsidiary (EPDC)
sold its rights and obligations under certain turbine acquisition contracts
with General Electric Company to a third party in May 2001.  The rights  to
twenty-two  turbines  were  included in  the  sale.   The  sale  price  was
approximately  $150  million, which corresponded to  the  amount  EPDC  had
invested  in  the  turbines under construction.  The purchaser  obtained  a
revolving financing facility of up to $450 million for the fabrication  and
acquisition of turbines.  EPDC has certain rights to reacquire the turbines
from the purchaser, whether pursuant to an interim lease commencing when  a
turbine is ready for shipment or pursuant to certain purchase rights.   The
lease  payments  and purchase price for each turbine have been  established
pursuant  to  various  agreements between  EPDC,  the  purchaser,  and  its
lenders.    If  EPDC does not take title to the turbines prior  to  certain
specified dates, the purchaser has certain rights to sell the turbines  and
EPDC  may be held liable for specific defined shortfalls, if any.   Certain
EPDC  obligations  under  these agreements will be  backed  by  an  Entergy
Corporation guarantee.

      In  July  2001, EWO signed an agreement to sell the 1,200 MW  Saltend
power  plant  to Calpine Corporation for approximately $800 million,  which
management believes will result in a gain on the sale.  The sale is subject
to  certain conditions and EWO expects to complete the transaction  in  the
third  quarter of 2001.  A portion of the proceeds from the  sale  will  be
used  to  repay  borrowings outstanding under the  Saltend  project  credit
facilities  and  make  any  payments necessary  to  terminate  the  Saltend
interest swap agreements.

      As discussed in the Form 10-K, Entergy plans to spend $3.6 billion in
the  years 2001 through 2003 in its capital investment plan for the  global
development  business.   In many regions of the United  States,  the  spark
spread  (the difference between the price of electricity and the  price  of
natural  gas at certain conversion efficiencies) has declined significantly
since  earlier this year.  EWO is attempting to address this  spark  spread
uncertainty   through   long-term  power  sales  and  tolling   agreements.
Nevertheless, management can provide no assurance that EWO will be able  to
obtain  long-term agreements for these projects or will be able to  operate
the projects, if built, profitably.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES



Entergy-Koch, L.P.

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



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


     Entergy's consolidated earnings applicable to common stock were $238.9
million  and  $393.1 million for the three and six months  ended  June  30,
2001, respectively.  The changes in earnings applicable to common stock  by
operating  segments  for  the three and six months  ended  June  30,  2001,
compared to the same periods in 2000, are as follows:

                                      Three Months Ended     Six Months Ended
             Operating Segments       Increase/(Decrease)  Increase/(Decrease)
                                                   (In Thousands)

Domestic Utility and System Energy          ($9,887)              $26,047
Entergy-Koch/Power Marketing and Trading     38,073                43,102
Domestic Non-Utility Nuclear                 21,028                40,953
Entergy Wholesale Operations (EWO)          (40,461)              (36,450)
Other, including parent company              (7,039)              (16,643)
                                             ------               -------
  Total                                      $1,714               $57,009
                                             ======               =======
Increases in earnings per average common share:
  Basic                                           4%                   23%
  Diluted                                         2%                   21%

See  Note  6  to the financial statements for additional business  segment
information.

     The decreased earnings for the domestic utility and System Energy for
the  three months ended June 30, 2001 were primarily due to a decrease  in
unbilled  revenues and an increase in interest expenses, partially  offset
by  a decrease in other operation and maintenance expenses, which includes
the  reversal of Arkansas ice storm costs discussed below.  The  increased
earnings  for  the domestic utility and System Energy for the  six  months
ended June 30, 2001 were primarily due to:

     o an increase in net revenues as a result of colder-than-normal weather
       in the winter of 2001;
     o higher prices of electricity sold for resale, particularly at Entergy
       Gulf States; and
     o a  decrease in reserves for potential rate actions  at  Entergy
       Louisiana.

The  increased  earnings  for the six months  ended  June  30,  2001  were
partially  offset  by  a  decrease in unbilled revenues,  an  increase  in
interest expense, and a decrease in first quarter 2000 fuel expense from a
true-up of the Entergy Arkansas deferred fuel balance.


                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


     Prior  to 2001, revenues and expenses from the operation of Entergy's
power  marketing  and  trading  business were  consolidated  in  Entergy's
financial   statements.    On  January  31,  2001,   Entergy   contributed
substantially all of its power marketing and trading business to  Entergy-
Koch.   Entergy accounts for its share in the investment under the  equity
method   of   accounting.   Therefore,  in  2001,  the  Entergy-Koch/Power
Marketing  and  Trading  segment includes  Entergy's  equity  in  earnings
attributable   to   Entergy-Koch.   Certain  terms  of   the   partnership
arrangement  allocate income from various sources, and the taxes  on  that
income,  on  a disproportionate basis.  These disproportionate allocations
have been favorable to Entergy in the aggregate in 2001.

      The  increases in earnings at domestic non-utility nuclear  in  2001
were primarily due to the ownership of the FitzPatrick and Indian Point  3
plants, which Entergy purchased in November 2000.

      The  decreases in earnings at EWO for the three and six months ended
June 30, 2001, were primarily due to:

     o more liquidated damages received as compensation for lost operating
       margin due to plant construction delays from the Saltend contractor
       in 2000 than from the Damhead Creek contractor in 2001;
     o a decrease in gains on sales of power plants recognized in 2001;
     o an increase in depreciation expense due to commercial operation of
       the Saltend and Damhead Creek plants; and
     o an increase in interest expense.

      Entergy's share repurchase program also contributed to the increases
in  earnings per share by decreasing the weighted average number of shares
outstanding.

      Entergy's income before taxes is discussed according to the operating
segments listed above.  "Competitive businesses" operating revenues in  the
statements of income include primarily revenues generated by domestic  non-
utility nuclear, EWO, and, for 2000 only, power marketing and trading.

Domestic Utility and System Energy

      The  changes  in  electric operating revenues for Entergy's  domestic
utility companies for the three and six months ended June 30, 2001 compared
to the same periods in 2000 are as follows:

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

Base rate changes                            ($0.4)                  $0.9
Rate riders                                   (1.9)                   1.4
Fuel cost recovery                           367.1                  817.4
Sales volume/weather                          (9.8)                  42.9
Other revenue (including unbilled)           (30.4)                 (57.5)
Sales for resale                               1.5                   40.7
                                            ------                 ------
   Total                                    $326.1                 $845.8
                                            ======                 ======




                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


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 reflected
as  deferred fuel costs on Entergy's financial statements such  that  these
costs do not have a material net effect on earnings.

     The increases in fuel cost recovery revenue in 2001 were primarily due
to:

     o increased fuel recovery factors at Entergy Arkansas, Entergy Gulf
       States in the Texas jurisdiction, and Entergy Mississippi; and
     o higher  fuel  and purchased power costs recovered  through  fuel
       mechanisms at Entergy Gulf States in the Louisiana jurisdiction,
       Entergy Louisiana, and Entergy New Orleans due to the increased
       market prices of natural gas and purchased power.

      Corresponding to fuel cost recovery revenue increases for  the  three
and  six  months  ended  June 30, 2001, fuel and purchased  power  expenses
related  to  electric  sales  increased approximately  $371.7  million  and
$810.6 million, respectively, primarily due to:

     o an increase in the market prices of purchased power and natural gas;
       and
     o a decrease in first quarter 2000 fuel expense resulting from a true-up
       of the Entergy Arkansas deferred fuel balance.

Other effects on electric operating revenue

     Electric sales vary seasonally in response to weather and usually peak
in  the summer.  The effect of colder-than-normal winter weather conditions
caused  an  increase in electric sales in 2001.  For the six  months  ended
June  30, 2001, electricity sales volume in the domestic utility companies'
service  territories  increased  649 GWH  due  to  the  impact  of  weather
conditions.   The  number of customers in the domestic  utility  companies'
service territories increased only slightly during these periods.

     Unbilled  revenues decreased for the three and six months  ended  June
30,  2001,  as  a result of decreased fuel prices and less favorable  sales
volume  in the period included in the unbilled revenue calculation compared
to  the calculation in the prior year.  Sales for resale increased for  the
six months ended June 30, 2001 due to higher prices of resale electricity.

Gas operating revenues

      Natural gas revenues increased $66.6 million for the six months ended
June 30, 2001, primarily due to increased market prices for natural gas and
additional sales volume due to the colder-than-normal winter.  The increase
in  gas  revenues was largely offset by an increase of approximately  $61.1
million in gas purchased for resale for the same period.




                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other impacts on results

     Results  for  the  three and six months ended June 30,  2001  for  the
domestic  utility  companies and System Energy were also  affected  by  the
following:

     o decreases in other operation and maintenance expenses of $48.4 million
       for the three months ended and $47.0 million for the six months ended;
     o a net decrease in regulatory credits due to increased charges at
       System Energy as a result of the GGART at Entergy Arkansas and Entergy
       Mississippi and an accrual of excess earnings in 2001 in the transition
       cost account at Entergy Arkansas; and
     o increases in interest expenses of $9.7 million for the three months
       ended and $20.8 million for the six months ended.

     Results  for the six months ended June 30, 2001 were also affected  by
the following:

     o an increase of $14.6 million in other taxes, primarily from increased
       franchise taxes; and
     o an  increase of $17.1 million in interest income, primarily from
       carrying charges on deferred fuel costs.

      The  decreases  in other operation and maintenance expenses  for  the
three  and  six months ended June 30, 2001 compared to the same periods  in
2000 were primarily due to:

     o a decrease in property insurance expense primarily due to a reversal,
       upon recommendation from the APSC, of $24.5 million of ice storm costs
       previously charged to expense in December 2000 (these costs are  now
       reflected as regulatory assets);
     o a decrease in plant maintenance expenses of $14.7 million for both the
       three and six months ended June 30, 2001; and
     o decreases in injury and damages claims and vegetation maintenance
       spending.

     The increases in interest expenses were primarily due to:

     o debt issued at Entergy Gulf States in June 2000; and
     o borrowings under credit facilities during 2001, primarily at Entergy
       Arkansas and Entergy Louisiana.

Entergy-Koch/Power Marketing and Trading

     As   previously  discussed,  substantially  all  of  Entergy's  power
marketing  and trading business was contributed to Entergy-Koch  in  2001,
and earnings from this joint venture are reported as equity in earnings of
unconsolidated  equity  affiliates in  the  financial  statements.   As  a
result,  for  the three and six months ended June 30, 2001,  this  segment
experienced  decreased  revenues of $346.6  million  and  $674.4  million,
respectively, and decreased purchased power expenses of $323  million  and
$620  million,  respectively.  The negative impact on earnings  for  these
periods from these decreases, however, was more than offset by the  equity
in  earnings  from Entergy's interest in the joint venture.  The  earnings
for  this segment increased in 2001 due to increased electricity  and  gas
trading  volumes  and  due  to a broader range of  commodity  sources  and
options provided to customers by the joint venture in 2001.  Certain terms
of  the partnership arrangement allocate income from various sources,  and
the   taxes   on   that  income,  on  a  disproportionate  basis.    These
disproportionate  allocations  have  been  favorable  to  Entergy  in  the
aggregate in 2001.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Domestic Non-Utility Nuclear

      Increases  in earnings for the domestic non-utility nuclear  business
were primarily due to revenue increases of $87.9 million and $206.5 million
for  the  three and six months ended June 30, 2001, respectively, primarily
due  to  the  operation  of  the FitzPatrick and  Indian  Point  3  plants,
purchased  in  November  2000.  The following also  impacted  earnings  for
domestic  non-utility nuclear for the three and six months ended  June  30,
2001,  all of which were primarily caused by the acquisition of FitzPatrick
and Indian Point 3:

     o other operation and maintenance expenses increased $28.6 million and
       $84.4 million, respectively;
     o interest expense, primarily related to debt issued to purchase the
       FitzPatrick and Indian Point 3 plants, increased $13.3 million and
       $30.7 million, respectively;
     o fuel expenses increased $8.6 million and $20 million, respectively;
       and
     o interest  income  increased  $6.6  million  and  $16.9  million,
       respectively.

For  the  six  months ended June 30, 2001, earnings were also  impacted  by
increased taxes other than income taxes of $11.8 million.

Entergy Wholesale Operations

      For  the three and six months ended June 30, 2001, operating revenues
for  EWO  increased  $280.5 million and $730.8 million, respectively.   The
increases were primarily due to increases of $160 million and $368 million,
respectively, from EWO's interest in Highland Energy and increases of  $116
million and $222 million, respectively, from the Saltend and Damhead  Creek
plants.   Highland  Energy was acquired in June 2000 and  the  Saltend  and
Damhead  Creek plants began commercial operation in late November 2000  and
early  2001,  respectively.  For the three and six months  ended  June  30,
2001,  the  impact  on  earnings from the increased revenues  is  partially
offset  by increases in fuel and purchased power expenses of $235.7 million
and  $635.9  million,  respectively, and increases in other  operation  and
maintenance expenses of $23.4 million and $60.2 million, respectively.

      The decreases in earnings for the three and six months ended June 30,
2001, were primarily due to the following:

     o liquidated damages of $32.9 million ($23.0 million net  of  tax)
       received in 2000 from the Saltend contractor as compensation for lost
       operating margin from the plant due to construction delays;
     o a $20.5 million ($13.3 million net of tax) gain on the sale of the
       Freestone project located in Fairfield, Texas, in June 2000; and
     o increased depreciation expense in 2001 due to the commencement of the
       commercial operation of the Saltend and Damhead Creek plants.

Increases  in interest expense of $19.1 million for the three months  ended
June 30, 2001 and $37.7 million for the six months ended June 30, 2001 also
decreased  earnings, primarily because the interest related to the  Saltend
and  Damhead  Creek  plants was capitalized until  those  plants  commenced
commercial operation.

     Partially offsetting the overall decrease were the following in 2001:

     o liquidated damages of $13.9 million ($9.7 million net of tax) received
       from the Damhead Creek construction contractor as compensation for lost
       operating margin from the plant due to construction delays; and
     o an  $11 million ($7.2 million net of tax) gain on the sale of  a
       permitted site in Desoto County, Florida, in May 2001.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      In July 2001, EWO signed an agreement to sell the Saltend power plant
for  approximately $800 million, which management expects to  result  in  a
gain on the sale of the plant.  The sale, subject to certain conditions, is
anticipated  to  close during the third quarter of  2001.   The  sale  will
reduce  the impact on operating results of lower power prices in the United
Kingdom.

Other

      Earnings  for  Other decreased primarily due to $21.8 million  ($13.4
million  net  of  tax)  of  merger-related  expenses  incurred  by  Entergy
Corporation in the first quarter of 2001 and decreased interest  income  of
$8  million and $11.2 million for the three and six months ended  June  30,
2001, respectively.

Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 40.3% and 37.9%, respectively.  The effective income tax
rates for the six months ended June 30, 2001 and 2000 were 40.3% and 39.6%,
respectively.





                    ENTERGY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
          For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                             Three Months Ended          Six Months Ended
                                                              2001        2000           2001        2000
                                                                  (In Thousands, Except Share Data)
                                                                                       
                  OPERATING REVENUES
Domestic electric                                          $1,990,838   $1,664,688    $3,863,383   $3,017,570
Natural gas                                                    30,548       28,396       140,931       74,292
Competitive businesses                                        473,890      444,704     1,143,388      857,418
                                                           ----------   ----------    ----------   ----------
TOTAL                                                       2,495,276    2,137,788     5,147,702    3,949,280
                                                           ----------   ----------    ----------   ----------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               1,025,619      464,436     2,151,481      962,190
   Purchased power                                            245,895      502,521       609,774      872,064
   Nuclear refueling outage expenses                           23,077       16,629        40,283       35,186
   Other operation and maintenance                            448,610      450,223       919,069      827,634
Decommissioning                                                 8,903        6,169        17,804       17,106
Taxes other than income taxes                                  89,662       83,540       192,125      163,158
Depreciation and amortization                                 183,372      178,749       386,448      357,025
Other regulatory charges (credits) - net                        8,389       (5,900)        3,546      (20,506)
Amortization of rate deferrals                                  4,699        7,883         9,153       15,279
                                                           ----------   ----------    ----------   ----------
TOTAL                                                       2,038,226    1,704,250     4,329,683    3,229,136
                                                           ----------   ----------    ----------   ----------

OPERATING INCOME                                              457,050      433,538       818,019      720,144
                                                           ----------   ----------    ----------   ----------

                     OTHER INCOME
Allowance for equity funds used during construction             6,644        8,041        11,587       15,735
Gain on sale of assets - net                                   11,759       21,057        12,348       21,574
Equity in earnings of unconsolidated equity affiliates         70,780            -        95,543            -
Miscellaneous - net                                            46,527       73,651       102,220      102,633
                                                           ----------   ----------    ----------   ----------
TOTAL                                                         135,710      102,749       221,698      139,942
                                                           ----------   ----------    ----------   ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                    130,732      118,462       259,703      232,121
Other interest - net                                           51,386       23,369        99,300       43,652
Distributions on preferred securities of subsidiary             4,709        4,709         9,419        9,419
Allowance for borrowed funds used during construction          (5,492)      (5,889)       (9,431)     (11,977)

                                                           ----------   ----------    ----------   ----------
TOTAL                                                         181,335      140,651       358,991      273,215
                                                           ----------   ----------    ----------   ----------

INCOME BEFORE INCOME TAXES                                    411,425      395,636       680,726      586,871

Income taxes                                                  165,842      149,863       274,272      232,688
                                                           ----------   ----------    ----------   ----------

CONSOLIDATED NET INCOME                                       245,583      245,773       406,454      354,183

Preferred dividend requirements and other                       6,677        8,581        13,393       18,131
                                                           ----------   ----------    ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                 $238,906     $237,192      $393,061     $336,052
                                                           ==========   ==========    ==========   ==========
Earnings per average common share:
    Basic                                                       $1.08        $1.04         $1.78        $1.45
    Diluted                                                     $1.06        $1.04         $1.75        $1.45
Dividends declared per common share                             $0.32        $0.30         $0.63        $0.60
Average number of common shares outstanding:
    Basic                                                 221,113,598  228,097,385   220,518,674  232,352,915
    Diluted                                               225,706,421  228,152,627   224,749,374  232,382,112

See Notes to Financial Statements.






                      ENTERGY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)

                                                                               2001        2000
                                                                                (In Thousands)

                          OPERATING ACTIVITIES
                                                                                    
Consolidated net income                                                      $406,454     $354,183
Noncash items included in net income:
  Amortization of rate deferrals                                                9,153       15,279
  Reserve for regulatory adjustments                                           50,533       37,113
  Other regulatory charges (credits) - net                                      3,546      (20,506)
  Depreciation, amortization, and decommissioning                             404,252      374,131
  Deferred income taxes and investment tax credits                             (6,673)     (25,070)
  Allowance for equity funds used during construction                         (11,587)     (15,735)
  Gain on sale of assets - net                                                (12,348)     (21,574)
  Equity in earnings of unconsolidated equity affiliates                      (95,543)           -
Changes in working capital:
  Receivables                                                                  55,382     (219,406)
  Fuel inventory                                                              (19,701)     (28,416)
  Accounts payable                                                           (433,769)     185,462
  Taxes accrued                                                               230,308      131,612
  Interest accrued                                                             (2,697)      26,391
  Deferred fuel                                                               217,152      (52,215)
  Other working capital accounts                                             (115,947)      59,295
Provision for estimated losses and reserves                                   (10,890)     (28,396)
Changes in other regulatory assets                                           (139,361)     (32,028)
Other                                                                          72,435       99,715
                                                                            ---------    ---------
Net cash flow provided by operating activities                                600,699      839,835
                                                                            ---------    ---------

                          INVESTING ACTIVITIES
Construction/capital expenditures                                            (583,782)    (822,584)
Allowance for equity funds used during construction                            11,587       15,735
Nuclear fuel purchases                                                        (97,126)     (73,533)
Proceeds from sale/leaseback of nuclear fuel                                   60,632       43,758
Proceeds from sale of businesses                                               14,000       61,519
Changes in other nonregulated/nonutility properties - net                      17,515      (98,493)
Increase in other investments                                                (621,801)           -
Proceeds from other temporary investments                                           -      298,251
Decommissioning trust contributions and realized change in trust assets       (38,842)     (26,732)
Other regulatory investments                                                  (56,722)    (101,999)
Other                                                                          43,447        5,624
                                                                            ---------    ---------
Net cash flow used in investing activities                                 (1,251,092)    (698,454)
                                                                            ---------    ---------

See Notes to Financial Statements.







                    ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 2001 and 2000
                                 (Unaudited)

                                                                   2001        2000
                                                                    (In Thousands)

                    FINANCING ACTIVITIES
                                                                       
Proceeds from the issuance of:
  Long-term debt                                                    90,382      925,889
  Common stock                                                      59,304        9,385
Retirement of long-term debt                                      (126,156)    (103,970)
Repurchase of common stock                                          (7,813)    (392,591)
Redemption of preferred and preference stock                        (4,574)    (152,493)
Changes in short-term borrowings - net                              95,000      315,000
Other                                                                9,133            -
Dividends paid:
  Common stock                                                    (134,760)    (139,585)
  Preferred stock                                                  (11,214)     (16,715)
                                                                 ---------   ----------
Net cash flow provided by (used in) financing activities           (30,698)     444,920
                                                                 ---------   ----------

Effect of exchange rates on cash and cash equivalents               (2,638)      (2,946)
                                                                 ---------   ----------

Net increase (decrease) in cash and cash equivalents              (683,729)     583,355

Cash and cash equivalents at beginning of period                 1,382,424    1,213,719
                                                                 ---------   ----------

Cash and cash equivalents at end of period                        $698,695   $1,797,074
                                                                 =========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                          $351,033     $224,697
    Income taxes                                                    $6,038      $94,478
  Noncash investing and financing activities:
    Change in unrealized appreciation/(depreciation) of
     decommissioning trust assets                                  ($8,862)      $7,379
    Net assets contributed to Entergy-Koch                         $80,145            -

See Notes to Financial Statements.






                    ENTERGY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                    ASSETS
                    June 30, 2001 and December 31, 2000
                                 (Unaudited)

                                                                         2001        2000
                                                                           (In Thousands)

                         CURRENT ASSETS
                                                                            
Cash and cash equivalents:
  Cash                                                                  $186,365     $157,550
  Temporary cash investments - at cost,
   which approximates market                                             501,583      640,038
  Special deposits                                                        10,747      584,836
                                                                     -----------  -----------
     Total cash and cash equivalents                                     698,695    1,382,424
                                                                     -----------  -----------
Notes receivable                                                             832        3,608
Accounts receivable:
  Customer                                                               498,308      497,821
  Allowance for doubtful accounts                                        (11,389)      (9,947)
  Other                                                                  186,029      395,518
  Accrued unbilled revenues                                              445,154      415,409
                                                                     -----------  -----------
     Total receivables                                                 1,118,102    1,298,801
                                                                     -----------  -----------
Deferred fuel costs                                                      450,040      568,331
Fuel inventory - at average cost                                         113,430       93,679
Materials and supplies - at average cost                                 434,126      425,357
Rate deferrals                                                             7,430       16,581
Deferred nuclear refueling outage costs                                  119,119       46,544
Prepayments and other                                                    124,922      122,690
                                                                     -----------  -----------
TOTAL                                                                  3,066,696    3,958,015
                                                                     -----------  -----------

                 OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                     573,647          214
Decommissioning trust funds                                            1,346,003    1,315,857
Non-utility property - at cost (less accumulated depreciation)           288,522      262,952
Non-regulated investments                                                146,707      189,154
Other - at cost (less accumulated depreciation)                          330,476       27,036
                                                                     -----------  -----------
TOTAL                                                                  2,685,355    1,795,213
                                                                     -----------  -----------

                 PROPERTY, PLANT AND EQUIPMENT
Electric                                                              25,498,989   25,137,562
Plant acquisition adjustment                                             382,532      390,664
Property under capital lease                                             838,899      831,822
Natural gas                                                              194,769      190,989
Construction work in progress                                            910,677      936,785
Nuclear fuel under capital lease                                         260,660      277,673
Nuclear fuel                                                             190,065      157,603
                                                                     -----------  -----------
TOTAL PROPERTY, PLANT AND EQUIPMENT                                   28,276,591   27,923,098
Less - accumulated depreciation and amortization                      11,725,598   11,477,352
                                                                     -----------  -----------
PROPERTY, PLANT AND EQUIPMENT - NET                                   16,550,993   16,445,746
                                                                     -----------  -----------

                DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                        970,223      980,266
  Unamortized loss on reacquired debt                                    175,060      183,627
  Deferred fuel costs                                                     53,522       95,661
  Other regulatory assets                                                941,917      792,515
Long-term receivables                                                     32,316       29,575
Other                                                                    890,760    1,171,278
                                                                     -----------  -----------
TOTAL                                                                  3,063,798    3,252,922
                                                                     -----------  -----------

TOTAL ASSETS                                                         $25,366,842  $25,451,896
                                                                     ===========  ===========
See Notes to Financial Statements.






                   ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                        2001        2000
                                                                          (In Thousands)

                      CURRENT LIABILITIES
                                                                           
Currently maturing long-term debt                                      $828,322     $464,215
Notes payable                                                           485,519      388,023
Accounts payable                                                        641,371    1,204,227
Customer deposits                                                       181,717      172,169
Taxes accrued                                                           694,974      451,811
Accumulated deferred income taxes                                       168,853      225,649
Nuclear refueling outage costs                                           16,276       10,209
Interest accrued                                                        173,189      172,033
Obligations under capital leases                                        155,803      156,907
Other                                                                   208,525      192,908
                                                                    -----------  -----------
TOTAL                                                                 3,554,549    3,438,151
                                                                    -----------  -----------

            DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     3,307,492    3,249,083
Accumulated deferred investment tax credits                             482,702      494,315
Obligations under capital leases                                        177,737      201,873
FERC settlement - refund obligation                                      27,134       30,745
Other regulatory liabilities                                            146,765      104,841
Decommissioning                                                         772,888      749,708
Transition to competition                                               212,576      191,934
Regulatory reserves                                                     447,322      396,789
Accumulated provisions                                                  337,581      390,116
Other                                                                   699,342      853,137
                                                                    -----------  -----------
TOTAL                                                                 6,611,539    6,662,541
                                                                    -----------  -----------

Long-term debt                                                        7,305,513    7,732,093
Preferred stock with sinking fund                                        61,185       65,758
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trusts holding
  solely junior subordinated deferrable debentures                      215,000      215,000

                     SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                    334,687      334,688
Common stock, $.01 par value, authorized 500,000,000
  shares; issued 248,174,087 shares in 2001 and
  248,094,614 shares in 2000                                              2,482        2,481
Paid-in capital                                                       4,661,334    4,660,483
Retained earnings                                                     3,445,141    3,190,639
Accumulated other comprehensive loss                                   (100,433)     (75,033)
Less - treasury stock, at cost (26,496,354 shares in 2001 and
  28,490,031 shares in 2000)                                            724,155      774,905
                                                                    -----------  -----------
TOTAL                                                                 7,619,056    7,338,353
                                                                    -----------  -----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $25,366,842  $25,451,896
                                                                    ===========  ===========
See Notes to Financial Statements.






                  ENTERGY CORPORATION AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME,
                          AND PAID-IN CAPITAL
        For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                                             Three Months Ended
                                                                        2001                     2000
                                                                               (In Thousands)
                     RETAINED EARNINGS
                                                                                         
Retained Earnings - Beginning of period                        $3,275,548               $2,814,499
    Add  - Earnings applicable to common stock                    238,906   $238,906       237,192   $237,192
    Deduct:
        Dividends declared on common stock                         69,679                   68,393
        Capital stock and other expenses                             (366)                     803
                                                               ----------               ----------
              Total                                                69,313                   69,196
                                                               ----------               ----------
Retained Earnings - End of period                              $3,445,141               $2,982,495
                                                               ==========               ==========
             ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                                  ($117,968)                ($79,447)
Net derivative instrument fair value changes
  arising during the period                                        20,645     20,645             -          -
Foreign currency translation adjustments                           (1,608)    (1,608)         (322)      (322)
Net unrealized investment gains (losses)                           (1,502)    (1,502)        3,683      3,683
                                                               ----------   --------    ----------   --------
Balance at end of period:
  Accumulated derivative instrument fair value changes            (21,868)                       -
  Other accumulated comprehensive income (loss) items             (78,565)                 (76,086)
                                                               ----------               ----------
     Total                                                      ($100,433)  --------      ($76,086)  --------
Comprehensive Income                                           ==========   $256,441    ==========   $240,553
                                                                            ========                 ========
                      PAID-IN CAPITAL
Paid-in Capital - Beginning of period                          $4,663,923               $4,636,474
    Add:  Common stock issuances related to stock plans            (2,589)                     (67)
                                                               ----------               ----------
Paid-in Capital - End of period                                $4,661,334               $4,636,407
                                                               ==========               ==========

                                                                              Six Months Ended
                                                                        2001                     2000
                                                                               (In Thousands)
                     RETAINED EARNINGS
Retained Earnings - Beginning of period                        $3,190,639               $2,786,467
    Add  - Earnings applicable to common stock                    393,061   $393,061       336,052   $336,052
    Deduct:
        Dividends declared on common stock                        138,925                  140,051
        Capital stock and other expenses                             (366)                     (27)
                                                               ----------               ----------
              Total                                               138,559                  140,024
                                                               ----------               ----------
Retained Earnings - End of period                              $3,445,141               $2,982,495
                                                               ==========               ==========
             ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                                   ($75,033)                ($73,805)
Cumulative effect to January 1, 2001 of accounting
  change regarding fair value of derivative instruments           (29,067)         -             -          -
Net derivative instrument fair value changes
  arising during the period                                         7,199      7,199             -          -
Foreign currency translation adjustments                           (3,635)    (3,635)       (1,029)    (1,029)
Net unrealized investment gains (losses)                              103        103        (1,252)    (1,252)
                                                               ----------   --------    ----------   --------
Balance at end of period:
  Accumulated derivative instrument fair value changes            (21,868)                       -
  Other accumulated comprehensive income (loss) items             (78,565)                 (76,086)
                                                               ----------               ----------
     Total                                                      ($100,433)  --------      ($76,086)  --------
Comprehensive Income                                           ==========   $396,728    ==========   $333,771
                                                                            ========                 ========
                      PAID-IN CAPITAL
Paid-in Capital - Beginning of period                          $4,660,483               $4,636,163
    Add:  Common stock issuances related to stock plans               851                      244
                                                               ----------               ----------
Paid-in Capital - End of period                                $4,661,334               $4,636,407
                                                               ==========               ==========

See Notes to Financial Statements.




		   ENTERGY CORPORATION AND SUBSIDIARIES
		       SELECTED OPERATING RESULTS
	For the Three and Six Months Ended June 30, 2001 and 2000
			         (Unaudited)


                                  Three Months Ended    Increase/
         Description              2001         2000     (Decrease)      %
                                     (In Millions)
Domestic Electric Operating Revenues:
  Residential                   $ 617.2      $ 524.9      $ 92.3        18
  Commercial                      481.4        387.7        93.7        24
  Industrial                      652.9        497.1       155.8        31
  Governmental                     53.7         41.3        12.4        30
			      ---------    ---------     -------
    Total retail                1,805.2      1,451.0       354.2        24
  Sales for resale                 94.4         92.9         1.5         2
  Other                            91.2        120.8       (29.6)      (25)
			      ---------    ---------     -------
    Total                     $ 1,990.8    $ 1,664.7     $ 326.1        20
                              =========    =========     =======

Billed Electric Energy
 Sales (GWH):
  Residential                     6,733        6,857        (124)       (2)
  Commercial                      5,908        5,880          28         -
  Industrial                     10,710       11,021        (311)       (3)
  Governmental                      630          635          (5)       (1)
			      ---------    ---------     -------
    Total retail                 23,981       24,393        (412)       (2)
  Sales for resale                2,182        2,523        (341)      (14)
			      ---------    ---------     -------
    Total                        26,163       26,916        (753)       (3)
                              =========    =========     =======


                                 Six Months Ended      Increase/
         Description            2001         2000     (Decrease)         %
                                  (In Millions)
Domestic Electric Operating Revenues:
  Residential                 $ 1,252.2      $ 993.1     $ 259.1        26
  Commercial                      932.9        734.6       198.3        27
  Industrial                    1,306.5        950.5       356.0        37
  Governmental                    107.2         80.1        27.1        34
			      ---------    ---------     -------
    Total retail                3,598.8      2,758.3       840.5        30
  Sales for resale                216.8        176.1        40.7        23
  Other                            47.8         83.2       (35.4)      (43)
			      ---------    ---------     -------
    Total                     $ 3,863.4    $ 3,017.6     $ 845.8        28
                              =========    =========     =======

Billed Electric Energy
 Sales (GWH):
  Residential                    14,269       13,369         900         7
  Commercial                     11,482       11,160         322         3
  Industrial                     21,022       21,638        (616)       (3)
  Governmental                    1,245        1,222          23         2
			      ---------    ---------     -------
    Total retail                 48,018       47,389         629         1
  Sales for resale                4,631        4,795        (164)       (3)
			      ---------    ---------     -------
    Total                        52,649       52,184         465         1
                              =========    =========     =======





                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income increased for the three months ended June 30, 2001 compared
to  the  three months ended June 30, 2000 primarily due to decreased  other
operation and maintenance expenses, which includes the reversal of Arkansas
ice  storm  costs  discussed below.  The decrease was partially  offset  by
increased other regulatory charges and increased interest charges.

Revenues and Sales

      The  changes  in electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

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

Base rate changes                       ($1.3)           ($10.6)
Rate riders                               1.0               4.3
Fuel cost recovery                       22.9              42.4
Sales volume/weather                      6.4              26.3
Other revenue (including unbilled)        0.9              (8.1)
Sales for resale                        (24.6)             (2.1)
                                        -----             -----
   Total                                 $5.3             $52.2
                                        =====             =====

Base rate changes

     Base rate changes decreased revenues for the six months ended June 30,
2001  primarily due to the effect of block rates for residential  customers
and lower prices for industrial and commercial customers.  The decrease  in
rates  is  offset by increased revenues from favorable volume  and  weather
from those customers as discussed below.

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  reflected  as
deferred  fuel  costs on Entergy Arkansas' financial statements  such  that
these costs generally have no net effect on earnings.

      Fuel cost recovery revenue increased for the three months ended  June
30, 2001 primarily due to an increase in the energy cost rate, which became
effective  in  April  2001.  The increase in the energy  cost  rate  allows
Entergy Arkansas to recover previously under-recovered fuel expenses.

     Fuel cost recovery revenue increased for the six months ended June 30,
2001  primarily  due  to increases in the energy cost  rate,  which  became
effective in April 2000 and April 2001.



                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales volume/weather

     Electric sales volume increased revenues for the three and six  months
ended  June  30,  2001  due to increased usage  of  96  GWH  and  190  GWH,
respectively,  in the residential and commercial sectors.   Electric  sales
vary  seasonally  in response to weather and usually peak  in  the  summer.
Favorable  weather also increased electric sales for the six  months  ended
June  30,  2001.   The effect of colder-than-normal winter weather  in  the
first  quarter of 2001 contributed 322 GWH to the increase in electric sales
volume in the residential and commercial sectors for the six  months
ended June 30, 2001.

Other revenue (including unbilled)

      Unbilled  revenue decreased for the six months ended  June  30,  2001
primarily  due  to  the  effect of less favorable  weather  on  the  period
included  in  the  June 2001 unbilled revenue calculation compared  to  the
calculation in the prior year.

Sales for resale

      Sales  for resale decreased for the three months ended June 30,  2001
primarily  due to a decrease in sales volume to affiliated companies  as  a
result  of  decreased generation, coupled with a decrease  in  the  average
market price of energy.

Expenses

Fuel and purchased power

      Fuel  and purchased power expenses increased for the six months ended
June 30, 2001 primarily due to:

     o increased market prices of natural gas and purchased power; and
     o the effect on 2000 expenses of a $23.5 million true-up of the deferred
       fuel balance made in the first quarter of 2000 as a result of the
       energy cost recovery filing.

Other operation and maintenance

      Other  operation  and maintenance expenses decreased  for  the  three
months ended June 30, 2001 primarily due to:

     o a decrease in property insurance expense of $24.5 million due to a
       reversal, upon recommendation from the APSC, of ice storm costs
       previously charged to expense in December 2000 (these costs are now
       reflected as regulatory assets on Entergy Arkansas' balance sheet); and
     o a decrease in overhead line maintenance expense of $4.8 million due to
       decreased vegetation maintenance spending.

      Other operation and maintenance expenses decreased for the six months
ended June 30, 2001 primarily due to:

     o a decrease in property insurance expense of $24.5 million due to a
       reversal, upon recommendation from the APSC, of ice storm costs
       previously charged to expense in December 2000 (these costs are
       now reflected as regulatory assets on Entergy Arkansas' balance
       sheet);
     o a decrease in overhead line maintenance expense of $6.1 million due to
       decreased vegetation maintenance spending; and
     o a decrease in nuclear operation expense of $4.8 million primarily due
       to decreased industry support and operation spending, staff reduction,
       and a refueling outage at ANO 1 in March and April 2001.


                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other regulatory charges (credits)

      Other regulatory charges increased for the three and six months ended
June  30, 2001 primarily due to a transition cost account accrual of  $10.9
million  to  reflect 2000 excess earnings.  The accrual resulted  partially
from  the  APSC's  recommendation (discussed above) that  ice  storm  costs
charged to expense in 2000 should be reversed, which caused an increase  in
the final determination of excess earnings for 2000.

      Other regulatory credits also decreased for the six months ended June
30,  2001  due to an increase in the Grand Gulf 1 rider, which  allows  for
increased recovery of Grand Gulf 1 costs effective January 2001.

Other

Other income

     Other  income  decreased for the three and six months ended  June  30,
2001  primarily  due to a decrease in the allowance for equity  funds  used
during  construction due to a lower construction work in  progress  balance
during  2001 compared to the same period in 2000.  The construction balance
was  lower  because the ANO 2 replacement steam generators were  placed  in
service  in  late  2000.  The decrease was partially  offset  by  increased
interest income recorded on the deferred fuel balance.

Interest and other charges

      Interest  and  other charges increased for the three and  six  months
ended June 30, 2001 due to:

     o interest expense on intercompany money pool borrowings;
     o interest expense on a $63 million credit facility obtained in January
       2001; and
     o an unfavorable decrease in the allowance for borrowed funds used
       during construction because of the lower construction work in progress
       balance during 2001.

Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 40.8% and 38.5%, respectively. The effective income  tax
rates for the six months ended June 30, 2001 and 2000 were 41.3% and 39.6%,
respectively.   The  increases  in the effective  tax  rates  were  due  to
decreased  tax  benefits from the allowance for equity  funds  used  during
construction as well as decreased flow-through and permanent tax  benefits.
The increases were partially offset by increased depreciation tax benefits.





                          ENTERGY ARKANSAS, INC.
                             INCOME STATEMENTS
         For the Three and Six Months Ended June 30, 2001 and 2000
                                (Unaudited)

                                                           Three Months Ended     Six Months Ended
                                                            2001       2000      2001         2000
                                                             (In Thousands)        (In Thousands)

                  OPERATING REVENUES
                                                                                
Domestic electric                                         $453,108   $447,823   $846,907    $794,700
                                                          --------   --------   --------    --------
                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              107,414    102,179    178,162     149,856
   Purchased power                                         120,412    120,163    244,510     218,960
   Nuclear refueling outage expenses                         7,716      6,439     14,537      12,878
   Other operation and maintenance                          65,279     99,583    136,824     175,508
Decommissioning                                                  -     (2,741)        (3)       (713)
Taxes other than income taxes                                8,664      8,979     17,428      17,695
Depreciation and amortization                               39,388     41,695     86,023      82,996
Other regulatory charges (credits) - net                       117    (11,405)    (6,339)    (22,170)
                                                          --------   --------   --------    --------
TOTAL                                                      348,990    364,892    671,142     635,010
                                                          --------   --------   --------    --------

OPERATING INCOME                                           104,118     82,931    175,765     159,690
                                                          --------   --------   --------    --------

                     OTHER INCOME
Allowance for equity funds used during construction          1,548      3,842      2,639       7,420
Miscellaneous - net                                            976        695      4,783       2,239
                                                          --------   --------   --------    --------
TOTAL                                                        2,524      4,537      7,422       9,659
                                                          --------   --------   --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                  21,868     23,229     44,304      44,134
Other interest - net                                         5,115      2,111      8,505       4,408
Distributions on preferred securities of subsidiary          1,275      1,275      2,550       2,550
Allowance for borrowed funds used during construction       (1,004)    (2,512)    (1,715)     (4,816)
                                                          --------   --------   --------    --------
TOTAL                                                       27,254     24,103     53,644      46,276
                                                          --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                  79,388     63,365    129,543     123,073

Income taxes                                                32,350     24,387     53,527      48,781
                                                          --------   --------   --------    --------

NET INCOME                                                  47,038     38,978     76,016      74,292

Preferred dividend requirements and other                    1,944      1,944      3,888       3,888
                                                          --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $45,094    $37,034    $72,128     $70,404
                                                          ========   ========   ========    ========
See Notes to Financial Statements.







                          ENTERGY ARKANSAS, INC.
                         STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2001 and 2000
                                (Unaudited)

                                                                     2001          2000
                                                                      (In Thousands)

                  OPERATING ACTIVITIES
                                                                          
Net income                                                          $76,016      $74,292
Noncash items included in net income:
  Other regulatory credits - net                                     (6,339)     (22,170)
  Depreciation, amortization, and decommissioning                    86,020       82,283
  Deferred income taxes and investment tax credits                    9,611       (7,228)
  Allowance for equity funds used during construction                (2,639)      (7,420)
Changes in working capital:
  Receivables                                                        11,851      (51,535)
  Fuel inventory                                                      6,417         (122)
  Accounts payable                                                  (45,335)     (46,445)
  Taxes accrued                                                      41,001       47,006
  Interest accrued                                                     (503)       5,535
  Deferred fuel costs                                                38,828       15,754
  Other working capital accounts                                       (310)      21,053
Provision for estimated losses and reserves                          (4,009)      (2,577)
Changes in other regulatory assets                                 (108,297)     (17,793)
Changes in other deferred credits                                    29,225           19
Other                                                                28,913       33,356
                                                                   --------     --------
Net cash flow provided by operating activities                      160,450      124,008
                                                                   --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (117,970)    (156,875)
Allowance for equity funds used during construction                   2,639        7,420
Nuclear fuel purchases                                              (19,103)        (148)
Proceeds from sale/leaseback of nuclear fuel                         19,103          148
Decommissioning trust contributions and realized
    change in trust assets                                           (4,379)      (5,670)
Other regulatory investments                                        (16,796)     (14,313)
                                                                   --------     --------
Net cash flow used in investing activities                         (136,506)    (169,438)
                                                                   --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                              -       99,487
Dividends paid:
  Common stock                                                      (11,500)      (5,600)
  Preferred stock                                                    (1,944)      (1,859)
                                                                   --------     --------
Net cash flow provided by (used in) financing activities            (13,444)      92,028
                                                                   --------     --------

Net increase in cash and cash equivalents                            10,500       46,598

Cash and cash equivalents at beginning of period                      7,838        6,862
                                                                   --------     --------

Cash and cash equivalents at end of period                          $18,338      $53,460
                                                                   ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                              $53,353      $43,037
  Income taxes                                                          ($3)       ($883)
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                     ($3,877)      $4,506

See Notes to Financial Statements.






                         ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                                  ASSETS
                    June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                      2001           2000
                                                                        (In Thousands)

                       CURRENT ASSETS
                                                                           
Cash and cash equivalents                                            $18,338         $7,838
Accounts receivable:
  Customer                                                            90,037         98,550
  Allowance for doubtful accounts                                     (1,667)        (1,667)
  Associated companies                                                22,248         22,286
  Other                                                               11,052         26,221
  Accrued unbilled revenues                                           77,756         65,887
                                                                  ----------     ----------
    Total accounts receivable                                        199,426        211,277
                                                                  ----------     ----------
Deferred fuel costs                                                   80,938        102,970
Fuel inventory - at average cost                                       3,392          9,809
Materials and supplies - at average cost                              76,050         80,682
Deferred nuclear refueling outage costs                               28,446         23,541
Prepayments and other                                                 11,901          5,540
                                                                  ----------     ----------
TOTAL                                                                418,491        441,657
                                                                  ----------     ----------

               OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                  11,217         11,217
Decommissioning trust funds                                          356,354        355,852
Non-utility property - at cost (less accumulated depreciation)         1,467          1,469
Other - at cost (less accumulated depreciation)                        2,975          3,032
                                                                  ----------     ----------
TOTAL                                                                372,013        371,570
                                                                  ----------     ----------

                        UTILITY PLANT
Electric                                                           5,300,698      5,274,066
Property under capital lease                                          39,184         40,289
Construction work in progress                                        146,500         87,389
Nuclear fuel under capital lease                                      91,008        107,023
Nuclear fuel                                                          10,118          6,720
                                                                  ----------     ----------
TOTAL UTILITY PLANT                                                5,587,508      5,515,487
Less - accumulated depreciation and amortization                   2,586,180      2,534,463
                                                                  ----------     ----------
UTILITY PLANT - NET                                                3,001,328      2,981,024
                                                                  ----------     ----------

              DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                    168,713        162,952
  Unamortized loss on reacquired debt                                 42,597         44,428
  Other regulatory assets                                            324,341        221,805
Other                                                                  9,823          4,775
                                                                  ----------     ----------
TOTAL                                                                545,474        433,960
                                                                  ----------     ----------

TOTAL ASSETS                                                      $4,337,306     $4,228,211
                                                                  ==========     ==========
See Notes to Financial Statements.




                         ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                     2001           2000
                                                                        (In Thousands)

                     CURRENT LIABILITIES
                                                                           
Currently maturing long-term debt                                     $85,000          $100
Notes payable                                                             667           667
Accounts payable:
  Associated companies                                                212,877        94,776
  Other                                                                67,877       231,313
Customer deposits                                                      34,643        29,775
Taxes accrued                                                          81,264        40,263
Accumulated deferred income taxes                                      43,040        55,127
Interest accrued                                                       27,121        27,624
Obligations under capital leases                                       46,091        45,962
Other                                                                  25,214        14,942
                                                                   ----------    ----------
TOTAL                                                                 623,794       540,549
                                                                   ----------    ----------

           DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     748,179       715,891
Accumulated deferred investment tax credits                            85,751        88,264
Obligations under capital leases                                       84,101       101,350
Transition to competition                                             133,478       119,553
Accumulated provisions                                                 38,384        42,393
Other                                                                  93,492        64,267
                                                                   ----------    ----------
TOTAL                                                               1,183,385     1,131,718
                                                                   ----------    ----------

Long-term debt                                                      1,158,866     1,239,712
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 2001
  and 2000                                                                470           470
Paid-in capital                                                       591,127       591,127
Retained earnings                                                     603,314       548,285
                                                                   ----------    ----------
TOTAL                                                               1,311,261     1,256,232
                                                                   ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,337,306    $4,228,211
                                                                   ==========    ==========
See Notes to Financial Statements.




                           ENTERGY ARKANSAS, INC.
                        SELECTED OPERATING RESULTS
           For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)


                                  Three Months Ended      Increase/
          Description               2001       2000      (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                     $ 124.3   $ 112.4        $ 11.9       11
  Commercial                         81.0      72.3           8.7       12
  Industrial                         91.8      83.9           7.9        9
  Governmental                        4.2       3.7           0.5       14
                                  -------   -------        ------
    Total retail                    301.3     272.3          29.0       11
  Sales for resale
     Associated companies            70.1      93.4         (23.3)     (25)
     Non-associated companies        47.8      49.1          (1.3)      (3)
  Other                              33.9      33.0           0.9        3
                                  -------   -------        ------
    Total                         $ 453.1   $ 447.8         $ 5.3        1
                                  =======   =======        ======
Billed Electric Energy
 Sales (GWH):
  Residential                       1,383     1,302            81        6
  Commercial                        1,213     1,161            52        4
  Industrial                        1,687     1,714           (27)      (2)
  Governmental                         60        58             2        3
                                  -------   -------        ------
    Total retail                    4,343     4,235           108        3
  Sales for resale
     Associated companies           1,953     2,584          (631)     (24)
     Non-associated companies       1,296     1,341           (45)      (3)
                                  -------   -------        ------
    Total                           7,592     8,160          (568)      (7)
                                  =======   =======        ======

                                   Six Months Ended     Increase/
          Description              2001       2000     (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                     $ 264.3   $ 230.1        $ 34.2       15
  Commercial                        149.5     134.5          15.0       11
  Industrial                        170.0     157.5          12.5        8
  Governmental                        7.7       7.0           0.7       10
                                  -------   -------        ------
    Total retail                    591.5     529.1          62.4       12
  Sales for resale
     Associated companies           119.7     138.5         (18.8)     (14)
     Non-associated companies       107.6      90.9          16.7       18
  Other                              28.1      36.2          (8.1)     (22)
                                  -------   -------        ------
    Total                         $ 846.9   $ 794.7        $ 52.2        7
                                  =======   =======        ======
Billed Electric Energy
 Sales (GWH):
  Residential                       3,237     2,852           385       13
  Commercial                        2,363     2,237           126        6
  Industrial                        3,347     3,366           (19)      (1)
  Governmental                        117       112             5        4
                                  -------   -------        ------
    Total retail                    9,064     8,567           497        6
  Sales for resale
     Associated companies           3,080     4,265        (1,185)     (28)
     Non-associated companies       2,627     2,491           136        5
                                  -------   -------        ------
    Total                          14,771    15,323          (552)      (4)
                                  =======   =======        ======







                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income decreased for the three months ended June 30, 2001 compared
to the three months ended June 30, 2000 primarily due to decreased unbilled
revenue,  increased other operation and maintenance expenses, and increased
interest expense, partially offset by increases in sales for resale and
interest income.

      Net  income increased for the six months ended June 30, 2001 compared
to  the  six  months  ended June 30, 2000 primarily due  to  increases in net
revenue and interest income, partially offset by increased interest expense.

Revenues and Sales

Electric operating revenues

      The  changes  in electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

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

Base rate changes                        $0.8               ($0.9)
Fuel cost recovery                      149.4               320.6
Sales volume/weather                     (3.8)               11.6
Other revenue (including unbilled)      (19.0)              (12.4)
Sales for resale                         14.1                50.7
                                       ------              ------
   Total                               $141.5              $369.6
                                       ======              ======

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  reflected  as
deferred fuel costs on Entergy Gulf States' financial statements such  that
these costs generally have no net effect on earnings.

     Fuel  cost  recovery revenues increased for the three and  six  months
ended  June  30,  2001 in both operational jurisdictions  of  Entergy  Gulf
States.   In  the Louisiana jurisdiction, fuel recovery revenues  increased
$103.1  million and $243.8 million for the three and six months ended  June
30, 2001, respectively, due to the current period recovery through the fuel
adjustment  clause  of  higher fuel and purchased power  costs  from  prior
months.  In the Louisiana jurisdiction, these fuel costs are recovered on a
two-month  lag.   In  the Texas jurisdiction, fuel cost  recovery  revenues
increased  $46.3  million and $76.8 million for the three  and  six  months
ended  June  30,  2001, respectively, due to increases in  the  fixed  fuel
factor  in  August 2000 and March 2001 and due to a fuel recovery surcharge
which became effective in February 2001.




                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales volume/weather

     Electric sales vary seasonally in response to weather and usually peak
in the summer.  Electric sales volume increased revenues for the six months
ended  June 30, 2001 due to more favorable weather.  The effect of  colder-
than-normal  winter weather in the first quarter of 2001 and slightly  more
favorable  weather in the second quarter of 2001 across both  jurisdictions
contributed  229 GWH to  the increase in electric sales volume  in  the
residential and commercial sectors.

Other revenue (including unbilled)

      Other  revenue  decreased for the three months ended  June  30,  2001
primarily  due  to decreases in unbilled revenue as a result  of  decreased
fuel  prices  in the Louisiana jurisdiction in the period included  in  the
June  2001 unbilled revenue calculation compared to the calculation in  the
prior period, and decreased wholesale unbilled volume, particularly in  the
Texas jurisdiction.

      Other  revenue  decreased  for the six months  ended  June  30,  2001
primarily  due  to decreases in unbilled revenue as a result  of  decreased
volume  for  retail customers in the Louisiana jurisdiction  and  wholesale
customers  in  the Texas jurisdiction, partially offset by  increased  fuel
prices for the Louisiana jurisdiction.

Sales for resale

     Sales for resale increased for the three and six months ended June 30,
2001 primarily due to:

     o increased sales volume to municipal and co-op customers;
     o increased prices for resale electricity in 2001; and
     o increased sales volume to affiliated customers because more power was
       available for sale.

Included  in the sales for resale is the sale to adjoining utility  systems
of power from the 30% share of River Bend acquired from Cajun, which is not
subject to state rate regulation.

Gas operating revenues

     Gas  operating revenues increased for the three and six  months  ended
June  30,  2001  due  to  the increased market price  of  natural  gas  and
increased sales volume.  The increase in gas revenues was largely offset by
increased fuel expenses for gas purchased for resale.

Expenses

Fuel and purchased power

     Fuel and purchased power expenses increased for the three and six
months ended June 30, 2001 due to

     o higher average market prices for natural gas, which increased 26% and
       74%, respectively, over the same periods of 2000; and
     o higher market prices for purchased power.




                         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 June 30, 2001 primarily due to:

     o increased transmission and distribution expenses of $2.7 million and
       $2.0 million, respectively; and
     o increased nuclear operation and maintenance expenses of $3.1 million.

Other

Other income

     Other income increased $5.8 million and $9.1 million for the three and
six  months  ended June 30, 2001, respectively, primarily due to  increased
interest income recorded on the deferred fuel balance.

Interest charges

     Interest charges increased for the three and six months ended June 30,
2001  primarily  due to the issuance of $300 million of long-term  debt  in
June 2000.

Income taxes

     The  effective  income tax rates for the three months ended  June  30,
2001 and 2000 were 35.0% and 32.8%, respectively. The effective income  tax
rates for the six months ended June 30, 2001 and 2000 were 36.1% and 35.4%,
respectively.





                          ENTERGY GULF STATES, INC.
                             INCOME STATEMENTS
          For the Three and Six Months Ended June 30, 2001 and 2000
                                (Unaudited)

                                                            Three Months Ended       Six Months Ended
                                                             2001       2000       2001           2000
                                                              (In Thousands)          (In Thousands)

                  OPERATING REVENUES
                                                                                   
Domestic electric                                          $721,597   $580,103   $1,420,473    $1,050,905
Natural gas                                                   9,296      6,283       44,896        18,697
                                                           --------   --------   ----------    ----------
TOTAL                                                       730,893    586,386    1,465,369     1,069,602
                                                           --------   --------   ----------    ----------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               306,998    168,989      600,165       360,540
   Purchased power                                          125,903    115,145      267,855       187,280
   Nuclear refueling outage expenses                          3,021      3,090        6,111         8,583
   Other operation and maintenance                          108,159    100,340      201,413       197,240
Decommissioning                                               1,561      1,568        3,123         3,136
Taxes other than income taxes                                27,563     27,904       58,559        54,758
Depreciation and amortization                                45,190     46,560       94,951        93,378
Other regulatory credits - net                                 (466)    (3,645)      (7,356)      (11,790)
Amortization of rate deferrals                                1,402      1,402        2,803         2,803
                                                           --------   --------   ----------    ----------
TOTAL                                                       619,331    461,353    1,227,624       895,928
                                                           --------   --------   ----------    ----------

OPERATING INCOME                                            111,562    125,033      237,745       173,674
                                                           --------   --------   ----------    ----------

                     OTHER INCOME
Allowance for equity funds used during construction           2,342      1,745        4,167         3,486
Gain on sale of assets                                          603        532        1,188         1,047
Miscellaneous - net                                           5,131        (20)      11,652         3,410
                                                           --------   --------   ----------    ----------
TOTAL                                                         8,076      2,257       17,007         7,943
                                                           --------   --------   ----------    ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                   39,359     34,812       78,152        67,188
Other interest - net                                          1,858      1,705        4,195         3,110
Distributions on preferred securities of subsidiary           1,860      1,859        3,719         3,719
Allowance for borrowed funds used during construction        (2,441)    (1,602)      (4,155)       (3,213)
                                                           --------   --------   ----------    ----------
TOTAL                                                        40,636     36,774       81,911        70,804
                                                           --------   --------   ----------    ----------

INCOME BEFORE INCOME TAXES                                   79,002     90,516      172,841       110,813

Income taxes                                                 27,620     29,701       62,413        39,241
                                                           --------   --------   ----------    ----------

NET INCOME                                                   51,382     60,815      110,428        71,572

Preferred dividend requirements and other                     1,271      3,175        2,581         7,319
                                                           --------   --------   ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                $50,111    $57,640     $107,847       $64,253
                                                           ========   ========   ==========    ==========
See Notes to Financial Statements.






                          ENTERGY GULF STATES, INC.
                          STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2001 and 2000
                                 (Unaudited)

                                                                  2001         2000
                                                                    (In Thousands)

                  OPERATING ACTIVITIES
                                                                        
Net income                                                       $110,428      $71,572
Noncash items included in net income:
  Amortization of rate deferrals                                    2,803        2,803
  Reserve for regulatory adjustments                                1,932         (638)
  Other regulatory credits - net                                   (7,356)     (11,790)
  Depreciation, amortization, and decommissioning                  98,074       96,514
  Deferred income taxes and investment tax credits                 10,793      (12,174)
  Allowance for equity funds used during construction              (4,167)      (3,486)
  Gain on sale of assets                                           (1,188)      (1,047)
Changes in working capital:
  Receivables                                                      (4,676)     (76,632)
  Fuel inventory                                                  (21,056)      (6,898)
  Accounts payable                                               (117,594)      25,972
  Taxes accrued                                                    55,386       19,347
  Interest accrued                                                  1,544       16,507
  Deferred fuel costs                                              66,419        8,208
  Other working capital accounts                                    7,536        5,945
Provision for estimated losses and reserves                        (3,164)      (3,075)
Changes in other regulatory assets                                (14,365)     (18,426)
Other                                                               3,539       25,931
                                                                 --------     --------
Net cash flow provided by operating activities                    184,888      138,633
                                                                 --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                        (145,421)    (138,464)
Allowance for equity funds used during construction                 4,167        3,486
Nuclear fuel purchases                                             (3,929)     (33,510)
Proceeds from sale/leaseback of nuclear fuel                        3,937       13,797
Decommissioning trust contributions and realized
    change in trust assets                                         (5,912)      (5,489)
Other regulatory investments                                      (39,926)     (33,057)
                                                                 --------     --------
Net cash flow used in investing activities                       (187,084)    (193,237)
                                                                 --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                            -      299,086
Redemption of preferred stock                                      (4,574)    (152,493)
Dividends paid:
  Common stock                                                    (34,000)     (14,200)
  Preferred stock                                                  (2,588)      (8,174)
                                                                 --------     --------
Net cash flow provided by (used in) financing activities          (41,162)     124,219
                                                                 --------     --------

Net increase (decrease) in cash and cash equivalents              (43,358)      69,615

Cash and cash equivalents at beginning of period                   68,279       32,312
                                                                 --------     --------

Cash and cash equivalents at end of period                        $24,921     $101,927
                                                                 ========     ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                            $81,891      $54,877
  Income taxes                                                       $920      $33,835
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                   ($2,138)      $2,128

See Notes to Financial Statements.





                         ENTERGY GULF STATES, INC.
                              BALANCE SHEETS
                                  ASSETS
                    June 30, 2001 and December 31, 2000
                                (Unaudited)

                                                              2001           2000
                                                               (In Thousands)

                     CURRENT ASSETS
                                                                    
Cash and cash equivalents:
  Cash                                                         $20,775       $10,726
  Temporary cash investments - at cost,
    which approximates market                                    4,146        57,553
                                                            ----------    ----------
        Total cash and cash equivalents                         24,921        68,279
                                                            ----------    ----------
Accounts receivable:
  Customer                                                     129,565       125,412
  Allowance for doubtful accounts                               (2,131)       (2,131)
  Associated companies                                           4,075        27,660
  Other                                                         25,960        22,837
  Accrued unbilled revenues                                    157,369       136,384
                                                            ----------    ----------
    Total accounts receivable                                  314,838       310,162
                                                            ----------    ----------
Deferred fuel costs                                            261,633       288,126
Fuel inventory - at average cost                                58,314        37,258
Materials and supplies - at average cost                        99,425       100,018
Rate deferrals                                                   2,803         5,606
Prepayments and other                                           22,449        22,332
                                                            ----------    ----------
TOTAL                                                          784,383       831,781
                                                            ----------    ----------

             OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                    247,329       243,555
Non-utility property - at cost (less accumulated depreciation) 194,160       194,422
Other - at cost (less accumulated depreciation)                 15,849        14,826
                                                            ----------    ----------
TOTAL                                                          457,338       452,803
                                                            ----------    ----------

                     UTILITY PLANT
Electric                                                     7,563,192     7,574,905
Property under capital lease                                    32,446        38,564
Natural gas                                                     57,281        56,163
Construction work in progress                                  235,480       144,814
Nuclear fuel under capital lease                                47,086        57,472
                                                            ----------    ----------
TOTAL UTILITY PLANT                                          7,935,485     7,871,918
Less - accumulated depreciation and amortization             3,709,549     3,680,662
                                                            ----------    ----------
UTILITY PLANT - NET                                          4,225,936     4,191,256
                                                            ----------    ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                              410,597       403,934
  Unamortized loss on reacquired debt                           36,112        37,903
  Other regulatory assets                                      177,107       169,405
Long-term receivables                                           28,121        29,586
Other                                                           19,834        17,349
                                                            ----------    ----------
TOTAL                                                          671,771       658,177
                                                            ----------    ----------

TOTAL ASSETS                                                $6,139,428    $6,134,017
                                                            ==========    ==========
See Notes to Financial Statements.




                         ENTERGY GULF STATES, INC.
                              BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                           2001         2000
                                                                            (In Thousands)

                     CURRENT LIABILITIES
                                                                               
Currently maturing long-term debt                                         $272,750     $122,750
Accounts payable:
  Associated companies                                                      86,716       66,312
  Other                                                                    120,531      258,529
Customer deposits                                                           39,865       37,489
Taxes accrued                                                              187,754      132,368
Accumulated deferred income taxes                                           80,566       94,032
Nuclear refueling outage costs                                              16,276       10,209
Interest accrued                                                            45,083       43,539
Obligations under capital leases                                            42,277       42,524
Other                                                                       19,887       19,418
                                                                        ----------   ----------
TOTAL                                                                      911,705      827,170
                                                                        ----------   ----------

            DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                        1,152,598    1,115,119
Accumulated deferred investment tax credits                                167,383      171,000
Obligations under capital leases                                            37,256       53,512
Other regulatory liabilities                                                     -          669
Decommissioning                                                            144,062      142,604
Transition to competition                                                   79,098       72,381
Regulatory reserves                                                         62,897       60,965
Accumulated provisions                                                      64,240       67,404
Other                                                                       76,107       98,501
                                                                        ----------   ----------
TOTAL                                                                    1,783,641    1,782,155
                                                                        ----------   ----------

Long-term debt                                                           1,658,996    1,808,879
Preferred stock with sinking fund                                           26,185       30,758
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                          85,000       85,000

                     SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                        47,677       47,677
Common stock, no par value, authorized 200,000,000
    shares; issued and outstanding 100 shares in 2001 and 2000             114,055      114,055
Paid-in capital                                                          1,153,253    1,153,195
Retained earnings                                                          358,916      285,128
                                                                        ----------   ----------
TOTAL                                                                    1,673,901    1,600,055
                                                                        ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

                    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $6,139,428   $6,134,017
                                                                        ==========   ==========
See Notes to Financial Statements.




		        ENTERGY GULF STATES, INC.
		       SELECTED OPERATING RESULTS
        For the Three and Six Months Ended June 30, 2001 and 2000
                                (Unaudited)


                                  Three Months Ended     Increase/
         Description              2001        2000      (Decrease)       %
                                    (In Millions)
Electric Operating Revenues:
  Residential                   $ 194.4     $ 159.1       $ 35.3       22
  Commercial                      156.7       120.8         35.9       30
  Industrial                      285.3       208.2         77.1       37
  Governmental                     10.2         8.0          2.2       28
				-------     -------       ------
    Total retail                  646.6       496.1        150.5       30
  Sales for resale
     Associated companies          16.9        11.9          5.0       43
     Non-associated companies      33.5        24.4          9.1       37
  Other                            24.6        47.7        (23.1)     (48)
				-------     -------       ------
    Total                       $ 721.6     $ 580.1      $ 141.5       24
                                =======     =======       ======

Billed Electric Energy
 Sales (GWH):
  Residential                     2,017       2,100          (83)      (4)
  Commercial                      1,836       1,864          (28)      (2)
  Industrial                      4,584       4,545           39        1
  Governmental                      110         109            1        1
				-------     -------       ------
    Total retail                  8,547       8,618          (71)      (1)
  Sales for resale
     Associated companies           341         248           93       38
     Non-associated companies       736         769          (33)      (4)
				-------     -------       ------
    Total                         9,624       9,635          (11)       -
                                =======     =======       ======

                                  Six Months Ended        Increase/
         Description              2001        2000       (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                   $ 382.8     $ 296.9       $ 85.9       29
  Commercial                      302.0       229.1         72.9       32
  Industrial                      565.9       392.7        173.2       44
  Governmental                     20.3        15.8          4.5       28
	 		       --------   ---------      -------
    Total retail                1,271.0       934.5        336.5       36
  Sales for resale
     Associated companies          29.3        18.4         10.9       59
     Non-associated companies      84.6        44.8         39.8       89
  Other                            35.6        53.2        (17.6)     (33)
	 		       --------   ---------      -------
    Total                      $1,420.5   $ 1,050.9      $ 369.6       35
                               ========   =========      =======

Billed Electric Energy
 Sales (GWH):
  Residential                     4,143       3,934          209        5
  Commercial                      3,581       3,506           75        2
  Industrial                      8,836       8,915          (79)      (1)
  Governmental                      221         214            7        3
	 		       --------   ---------      -------
    Total retail                 16,781      16,569          212        1
  Sales for resale
     Associated companies           448         436           12        3
     Non-associated companies     1,695       1,568          127        8
	 		       --------   ---------      -------
    Total                        18,924      18,573          351        2
                               ========   =========      =======






                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net income decreased for the three and six months ended June 30, 2001
compared to the three and six months ended June 30, 2000 primarily  due  to
decreased  net revenue and increased interest expense.  The decreases  were
partially offset by decreased other operation and maintenance expenses.

Revenues and Sales

      The  changes  in electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

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

Base rate changes                      $1.9              $17.1
Fuel cost recovery                    113.1              310.3
Sales volume/weather                  (10.5)              (0.1)
Other revenue (including unbilled)     (8.4)             (26.9)
Sales for resale                        3.6                1.4
                                      -----             ------
   Total                              $99.7             $301.8
                                      =====             ======

Base rate changes

      Base  rate changes increased for the six months ended June  30,  2001
primarily  due  to accruals for potential rate refunds in  2000,  partially
offset by additional formula rate plan reductions effective August 2000.

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  reflected  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 six  months
ended June 30, 2001 as a result of higher fuel and purchased power expenses
primarily  due to the increased market prices of natural gas and  purchased
power.

Sales volume/weather

     Electric  sales volume decreased revenues for the three  months  ended
June  30,  2001  due  to decreased usage of 365 GWH in the  industrial  and
residential sectors.  The decreased usage in the industrial sector resulted
in higher rates for that sector, which is reflected in base rate changes.




                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other revenue (including unbilled)

     Unbilled revenue decreased for the three and six months ended June 30,
2001 primarily due to the effect of fuel prices for the period included  in
the  June 2001 unbilled revenue calculation compared to the calculation  in
the prior year.  The decrease for the six months ended was also due to less
favorable volume in June 2001.

Expenses

Fuel and purchased power

      Fuel  and purchased power expenses increased for the three  and  six
months  ended  June 30, 2001 primarily due to increased market  prices  of
natural  gas and purchased power, partially offset by decreased generation
requirements.

Other operation and maintenance

      Other  operation and maintenance expenses decreased  for  the  three
months ended June 30, 2001 primarily due to:

     o a decrease of $11.0 million in plant maintenance expenses as a result
       of prior year maintenance outages at Waterford 3 and certain fossil
       plants; and
     o a decrease of $2.0 million in injuries and damages expense.

     Other operation and maintenance expenses decreased for the six months
ended  June 30, 2001 primarily due to a decrease of $7.0 million in  plant
maintenance  expenses  as a result of prior year  maintenance  outages  at
Waterford 3 and certain fossil plants.

Depreciation and amortization

     Depreciation and amortization expenses decreased for the three months
ended June 30, 2001 primarily due to revisions made to the useful lives of
certain intangible plant assets to more appropriately reflect their actual
lives.

Other

Other income

      Interest  income  increased for the six months ended  June  30,  2001
primarily due to interest earned on money pool investments.

Interest and other charges

      Other interest increased for the three and six months ended June  30,
2001  primarily  due  to interest accrued on reserves  provided  for  fuel-
related  refunds.  The refunds began in July 2001.  Interest  on  long-term
debt  also increased for the six months ended primarily due to the issuance
of an additional $50 million of long-term debt in May 2000.


                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 40.3% and 40.1%, respectively.  The effective income tax
rates for the six months ended June 30, 2001 and 2000 were 41.8% and 41.2%,
respectively.






                          ENTERGY LOUISIANA, INC.
                            INCOME STATEMENTS
        For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                           Three Months Ended       Six Months Ended
                                                           2001        2000        2001          2000
                                                             (In Thousands)           (In Thousands)

                 OPERATING REVENUES
                                                                                  
Domestic electric                                         $547,784   $448,067   $1,096,698    $794,888
                                                          --------   --------   ----------    --------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              190,046     48,748      424,469     131,940
   Purchased power                                         132,485    145,243      267,990     234,119
   Nuclear refueling outage expenses                         3,262      3,410        6,524       6,820
   Other operation and maintenance                          71,269     85,098      141,083     148,173
Decommissioning                                              2,606      2,606        5,212       5,211
Taxes other than income taxes                               18,165     17,953       36,717      34,715
Depreciation and amortization                               40,498     42,182       85,444      84,329
Other regulatory charges - net                                 540        240        1,080         480
                                                          --------   --------   ----------    --------
TOTAL                                                      458,871    345,480      968,519     645,787
                                                          --------   --------   ----------    --------

OPERATING INCOME                                            88,913    102,587      128,179     149,101
                                                          --------   --------   ----------    --------

                    OTHER INCOME
Allowance for equity funds used during construction          1,226      1,196        2,161       1,879
Gain on sale of assets                                         152          -          152           -
Miscellaneous - net                                            744        435        2,680         543
                                                          --------   --------   ----------    --------
TOTAL                                                        2,122      1,631        4,993       2,422
                                                          --------   --------   ----------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                  24,734     23,779       49,190      47,942
Other interest - net                                         3,570      1,896        7,087       3,946
Distributions on preferred securities of subsidiary          1,575      1,575        3,150       3,150
Allowance for borrowed funds used during construction         (922)      (911)      (1,632)     (1,868)
                                                          --------   --------   ----------    --------
TOTAL                                                       28,957     26,339       57,795      53,170
                                                          --------   --------   ----------    --------

INCOME BEFORE INCOME TAXES                                  62,078     77,879       75,377      98,353

Income taxes                                                25,044     31,192       31,483      40,474
                                                          --------   --------   ----------    --------

NET INCOME                                                  37,034     46,687       43,894      57,879

Preferred dividend requirements and other                    2,378      2,378        4,757       4,757
                                                          --------   --------   ----------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $34,656    $44,309      $39,137     $53,122
                                                          ========   ========   ==========    ========
See Notes to Financial Statements.





                            ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS
               For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)

                                                                      2001         2000
                                                                        (In Thousands)

                    OPERATING ACTIVITIES
                                                                            
Net income                                                            $43,894      $57,879
Noncash items included in net income:
  Reserve for regulatory adjustments                                   (3,698)           -
  Other regulatory charges - net                                        1,080          480
  Depreciation, amortization, and decommissioning                      90,656       89,540
  Deferred income taxes and investment tax credits                    (55,432)      15,191
  Allowance for equity funds used during construction                  (2,161)      (1,879)
  Gain on sale of assets                                                 (152)           -
Changes in working capital:
  Receivables                                                         (15,569)     (12,108)
  Accounts payable                                                    (66,985)     (57,456)
  Taxes accrued                                                       103,346       25,659
  Interest accrued                                                     (7,192)      10,250
  Deferred fuel costs                                                 121,877      (80,801)
  Other working capital accounts                                      (24,616)      29,378
Provision for estimated losses and reserves                             2,133        3,375
Changes in other regulatory assets                                     (3,779)       6,663
Other                                                                  11,750       (8,977)
                                                                     --------      -------
Net cash flow provided by operating activities                        195,152       77,194
                                                                     --------      -------

                    INVESTING ACTIVITIES
Construction expenditures                                             (99,550)     (90,488)
Allowance for equity funds used during construction                     2,161        1,879
Nuclear fuel purchases                                                      -      (29,806)
Proceeds from sale/leaseback of nuclear fuel                                -       29,806
Decommissioning trust contributions and realized
    change in trust assets                                             (9,043)      (4,030)
                                                                     --------      -------
Net cash flow used in investing activities                           (106,432)     (92,639)
                                                                     --------      -------

                    FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                                -      149,003
Retirement of long-term debt                                          (35,088)    (100,000)
Dividends paid:
  Common stock                                                        (13,300)      (6,200)
  Preferred stock                                                      (4,757)      (4,757)
                                                                     --------      -------
Net cash flow provided by (used in) financing activities              (53,145)      38,046
                                                                     --------      -------

Net increase in cash and cash equivalents                              35,575       22,601

Cash and cash equivalents at beginning of period                       43,959        7,734
                                                                     --------      -------

Cash and cash equivalents at end of period                            $79,534      $30,335
                                                                     ========      =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                                $63,521      $40,981
  Income taxes                                                           $550      $17,572
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                       ($1,430)        $545

See Notes to Financial Statements.






                           ENTERGY LOUISIANA, INC.
                                BALANCE SHEETS
                                    ASSETS
                     June 30, 2001 and December 31, 2000
                                  (Unaudited)

                                                                     2001           2000
                                                                        (In Thousands)

                        CURRENT ASSETS
                                                                           
Cash and cash equivalents:
  Cash                                                                $22,250       $14,138
  Temporary cash investments - at cost,
    which approximates market                                          57,284        29,821
                                                                   ----------    ----------
        Total cash and cash equivalents                                79,534        43,959
                                                                   ----------    ----------
Notes receivable                                                            8         1,510
Accounts receivable:
  Customer                                                            101,588       111,292
  Allowance for doubtful accounts                                      (1,771)       (1,771)
  Associated companies                                                 79,005        30,518
  Other                                                                 6,784        13,698
  Accrued unbilled revenues                                           136,400       152,700
                                                                   ----------    ----------
    Total accounts receivable                                         322,006       306,437
                                                                   ----------    ----------
Deferred fuel costs                                                         -        84,051
Accumulated deferred income taxes                                      34,854             -
Materials and supplies - at average cost                               77,465        77,389
Deferred nuclear refueling outage costs                                10,168        16,425
Prepayments and other                                                  18,804         9,996
                                                                   ----------    ----------
TOTAL                                                                 542,839       539,767
                                                                   ----------    ----------

                OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                   14,230        14,230
Decommissioning trust funds                                           117,876       110,263
Non-utility property - at cost (less accumulated depreciation)         21,762        21,700
                                                                   ----------    ----------
TOTAL                                                                 153,868       146,193
                                                                   ----------    ----------

                        UTILITY PLANT
Electric                                                            5,383,873     5,357,920
Property under capital lease                                          238,427       238,427
Construction work in progress                                         126,277        85,299
Nuclear fuel under capital lease                                       47,571        63,923
                                                                   ----------    ----------
TOTAL UTILITY PLANT                                                 5,796,148     5,745,569
Less - accumulated depreciation and amortization                    2,497,084     2,441,937
                                                                   ----------    ----------
UTILITY PLANT - NET                                                 3,299,064     3,303,632
                                                                   ----------    ----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     205,887       204,810
  Unamortized loss on reacquired debt                                  30,792        33,244
  Other regulatory assets                                              53,583        50,881
Long-term receivables                                                   2,851             -
Other                                                                  15,302        10,882
                                                                   ----------    ----------
TOTAL                                                                 308,415       299,817
                                                                   ----------    ----------

TOTAL ASSETS                                                       $4,304,186    $4,289,409
                                                                   ==========    ==========
See Notes to Financial Statements.






                         ENTERGY LOUISIANA, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                  2001           2000
                                                                     (In Thousands)

                   CURRENT LIABILITIES
                                                                        
Currently maturing long-term debt                                 $113,968       $35,088
Accounts payable:
  Associated companies                                              45,063        71,948
  Other                                                            104,741       144,841
Customer deposits                                                   60,877        60,227
Taxes accrued                                                      126,653        23,307
Accumulated deferred income taxes                                        -        20,545
Interest accrued                                                    28,344        35,536
Deferred fuel cost                                                  37,826             -
Obligations under capital leases                                    34,274        34,274
Other                                                               80,048       102,614
                                                                ----------    ----------
TOTAL                                                              631,794       528,380
                                                                ----------    ----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                  763,330       757,362
Accumulated deferred investment tax credits                        114,668       117,393
Obligations under capital leases                                    13,297        29,649
Regulatory reserves                                                  7,758        11,456
Accumulated provisions                                              66,334        64,201
Other                                                               75,762        61,724
                                                                ----------    ----------
TOTAL                                                            1,041,149     1,041,785
                                                                ----------    ----------

Long-term debt                                                   1,162,858     1,276,696
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 2001
  and 2000                                                       1,088,900     1,088,900
Capital stock expense and other                                     (2,171)       (2,171)
Retained earnings                                                  176,156       150,319
                                                                ----------    ----------
TOTAL                                                            1,363,385     1,337,548
                                                                ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $4,304,186    $4,289,409
                                                                ==========    ==========
See Notes to Financial Statements.




			   ENTERGY LOUISIANA, INC.
		         SELECTED OPERATING RESULTS
         For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)


                                Three Months Ended       Increase/
          Description            2001        2000       (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                   $ 163.5    $ 143.3       $ 20.2       14
  Commercial                      114.9       94.9         20.0       21
  Industrial                      218.2      160.8         57.4       36
  Governmental                     10.5        8.4          2.1       25
			      ---------    -------      -------
    Total retail                  507.1      407.4         99.7       24
  Sales for resale
     Associated companies           7.3        0.2          7.1    3,550
     Non-associated companies       6.5       10.0         (3.5)     (35)
  Other                            26.9       30.5         (3.6)     (12)
			      ---------    -------      -------
    Total                       $ 547.8    $ 448.1       $ 99.7       22
                              =========    =======      =======
Billed Electric Energy
 Sales (GWH):
  Residential                     1,839      1,939         (100)      (5)
  Commercial                      1,291      1,296           (5)       -
  Industrial                      3,583      3,881         (298)      (8)
  Governmental                      120        117            3        3
			      ---------    -------      -------
    Total retail                  6,833      7,233         (400)      (6)
  Sales for resale
     Associated companies           108          3          105    3,500
     Non-associated companies        79        110          (31)     (28)
			      ---------    -------      -------
    Total                         7,020      7,346         (326)      (4)
                              =========    =======      =======


                                 Six Months Ended      Increase/
         Description             2001        2000     (Decrease)      %
                                   (In Millions)
Electric Operating Revenues:
  Residential                   $ 348.3    $ 262.3       $ 86.0       33
  Commercial                      236.0      178.1         57.9       33
  Industrial                      463.4      313.5        149.9       48
  Governmental                     22.8       16.4          6.4       39
			      ---------    -------      -------
    Total retail                1,070.5      770.3        300.2       39
  Sales for resale
     Associated companies          11.4        0.7         10.7    1,529
     Non-associated companies      12.3       21.6         (9.3)     (43)
  Other                             2.5        2.3          0.2        9
			      ---------    -------      -------
    Total                     $ 1,096.7    $ 794.9      $ 301.8       38
                              =========    =======      =======

Billed Electric Energy
 Sales (GWH):
  Residential                     3,783      3,672          111        3
  Commercial                      2,508      2,444           64        3
  Industrial                      7,157      7,642         (485)      (6)
  Governmental                      248        231           17        7
			      ---------    -------      -------
    Total retail                 13,696     13,989         (293)      (2)
  Sales for resale
     Associated companies           161         17          144      847
     Non-associated companies       174        313         (139)     (44)
			      ---------    -------      -------
    Total                        14,031     14,319         (288)      (2)
                              =========    =======      =======



                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net income increased for the three and six months ended June 30, 2001
compared to the three and six months ended June 30, 2000 primarily  due  to
decreased  other operation and maintenance expenses and increased  interest
income,  partially  offset  by decreased unbilled  revenues  and  increased
interest charges.

Revenues and Sales

      The  changes  in electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

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

Base rate changes                         $1.0             ($1.0)
Grand Gulf rate rider                     (2.9)              (2.9)
Fuel cost recovery                        44.0               67.4
Sales volume/weather                       0.8                7.1
Other revenue (including unbilled)        (1.7)              (4.3)
Sales for resale                          17.3               65.6
                                         -----             ------
   Total                                 $58.5             $131.9
                                         =====             ======


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 reflected 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 six  months
ended  June  30,  2001  primarily due to an increase  in  the  energy  cost
recovery  rider  to  collect the under-recovered fuel and  purchased  power
costs  incurred as of September 30, 2000.  The recovery of $136.7  million,
plus  carrying  charges, will occur over a 24-month period which  began  in
January 2001.  The increase was also due to an additional increase  in  the
energy cost recovery rider effective April 2001.

Sales volume/weather

     Electric sales volume increased revenues for the six months ended June
30,  2001  due  to  increased  usage of 318  GWH  in  the  residential  and
commercial sectors.

Other revenue (including unbilled)

      Unbilled  revenue decreased for the six months ended  June  30,  2001
primarily  due  to  the  effect of less favorable weather  for  the  period
included  in  the  June 2001 unbilled revenue calculation compared  to  the
calculation in the prior year.



                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales for resale

     Sales for resale increased for the three and six months ended June 30,
2001  primarily  due to increased net generation resulting in  more  energy
available  for  sale,  partially  offset by  decreased  prices  for  resale
electricity.   The  increase  came  from sales  to  affiliates,  which  are
generally made at a low margin.

Expenses

Fuel and purchased power

      Fuel  and  purchased power expenses increased for the three  and  six
months   ended  June  30,  2001  primarily  due  to  increased   generation
requirements  and  increased market prices of  natural  gas  and  purchased
power.

Other operation and maintenance

      Other operation and maintenance expenses decreased for the three  and
six  months  ended June 30, 2001 primarily due to a decrease of $6  million
and  $10 million, respectively, in plant maintenance expenses due to outage
costs  at  certain  fossil  plants in 2000.  The decreases  were  partially
offset by the following increases:

     o increased charitable donations of $1.2 million and $1.6 million for
       the three and six months ended, respectively; and
     o increased steam expenses of $1 million for the six months ended.

Other

Other income

      Interest income increased for the three and six months ended June 30,
2001  primarily due to interest recorded on the deferred fuel balance as  a
result  of an MPSC order providing for a 24-month recovery of the September
2000 under-recovered deferred fuel balance of $136.7 million.

Interest and other charges

      Interest  on  long-term debt increased for the three and  six  months
ended  June 30, 2001 primarily due to the issuance of $120 million of long-
term  debt  in  February 2000 and the issuance of $70 million of  long-term
debt in January 2001.

Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 33.4% and 35.8%, respectively. The effective income  tax
rate for each of the six months ended June 30, 2001 and 2000 was 33.9%.




                         ENTERGY MISSISSIPPI, INC.
                            INCOME STATEMENTS
         For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                              Three Months Ended      Six Months Ended
                                                               2001       2000       2001         2000
                                                                (In Thousands)         (In Thousands)

                   OPERATING REVENUES
                                                                                     
Domestic electric                                            $274,148   $215,606    $530,306     $398,381
                                                             --------   --------    --------     --------
                   OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                  95,493     31,043     205,552       75,330
   Purchased power                                             94,374     95,038     177,838      171,866
   Other operation and maintenance                             39,473     43,082      72,721       78,705
Taxes other than income taxes                                  11,792     11,091      23,065       21,267
Depreciation and amortization                                  10,941     11,977      24,215       23,702
Other regulatory credits - net                                 (9,572)    (5,409)    (19,256)     (14,487)
                                                             --------   --------    --------     --------
TOTAL                                                         242,501    186,822     484,135      356,383
                                                             --------   --------    --------     --------

OPERATING INCOME                                               31,647     28,784      46,171       41,998
                                                             --------   --------    --------     --------

                      OTHER INCOME
Allowance for equity funds used during construction               592        613       1,015        1,250
Miscellaneous - net                                             4,001      2,380       8,146        4,411
                                                             --------   --------    --------     --------
TOTAL                                                           4,593      2,993       9,161        5,661
                                                             --------   --------    --------     --------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                     12,159     10,561      23,303       20,014
Other interest - net                                            1,079        676       2,312        1,696
Allowance for borrowed funds used during construction            (516)      (479)       (863)        (983)
                                                             --------   --------    --------     --------
TOTAL                                                          12,722     10,758      24,752       20,727
                                                             --------   --------    --------     --------

INCOME BEFORE INCOME TAXES                                     23,518     21,019      30,580       26,932

Income taxes                                                    7,845      7,516      10,373        9,132
                                                             --------   --------    --------     --------

NET INCOME                                                     15,673     13,503      20,207       17,800

Preferred dividend requirements and other                         842        842       1,685        1,685
                                                             --------   --------    --------     --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                  $14,831    $12,661     $18,522      $16,115
                                                             ========   ========    ========     ========
See Notes to Financial Statements.






                          ENTERGY MISSISSIPPI, INC.
                           STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2001 and 2000
                                 (Unaudited)

                                                                  2001           2000
                                                                     (In Thousands)

                  OPERATING ACTIVITIES
                                                                         
Net income                                                         $20,207       $17,800
Noncash items included in net income:
  Other regulatory credits - net                                   (19,256)      (14,487)
  Depreciation and amortization                                     24,215        23,702
  Deferred income taxes and investment tax credits                  11,402         2,554
  Allowance for equity funds used during construction               (1,015)       (1,250)
Changes in working capital:
  Receivables                                                          699       (14,566)
  Fuel inventory                                                    (6,951)         (885)
  Accounts payable                                                  (5,983)      (32,666)
  Taxes accrued                                                    (15,104)        8,947
  Interest accrued                                                   2,884         1,908
  Deferred fuel costs                                              (21,692)       21,117
  Other working capital accounts                                    (4,495)        2,557
Provision for estimated losses and reserves                         (4,733)         (591)
Changes in other regulatory assets                                 (23,075)      (18,550)
Other                                                               34,461        23,127
                                                                  --------      --------
Net cash flow provided by (used in) operating activities            (8,436)       18,717
                                                                  --------      --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (60,961)      (63,770)
Allowance for equity funds used during construction                  1,015         1,250
Other regulatory investments                                             -       (54,629)
                                                                  --------      --------
Net cash flow used in investing activities                         (59,946)     (117,149)
                                                                  --------      --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                        69,624       119,175
Changes in short-term borrowings                                    10,000             -
Dividends paid:
  Common stock                                                      (5,500)       (5,800)
  Preferred stock                                                   (1,685)       (1,685)
                                                                  --------      --------
Net cash flow provided by financing activities                      72,439       111,690
                                                                  --------      --------

Net increase in cash and cash equivalents                            4,057        13,258

Cash and cash equivalents at beginning of period                     5,113         4,787
                                                                  --------      --------

Cash and cash equivalents at end of period                          $9,170       $18,045
                                                                  ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                             $21,406       $18,600
  Income taxes                                                           -       ($5,830)

See Notes to Financial Statements.







                         ENTERGY MISSISSIPPI, INC.
                               BALANCE SHEETS
                                   ASSETS
                    June 30, 2001 and December 31, 2000
                                 (Unaudited)

                                                                             2001        2000
                                                                               (In Thousands)

                        CURRENT ASSETS
                                                                                 
Cash and cash equivalents                                                     $9,170       $5,113
Accounts receivable:
  Customer                                                                    53,699       44,517
  Allowance for doubtful accounts                                             (1,044)      (1,044)
  Associated companies                                                         2,941       10,741
  Other                                                                        3,583        9,964
  Accrued unbilled revenues                                                   37,900       33,600
                                                                          ----------   ----------
    Total accounts receivable                                                 97,079       97,778
                                                                          ----------   ----------
Deferred fuel costs                                                          128,781       64,950
Fuel inventory - at average cost                                              10,387        3,436
Materials and supplies - at average cost                                      18,034       18,485
Prepayments and other                                                         10,104        3,004
                                                                          ----------   ----------
TOTAL                                                                        273,555      192,766
                                                                          ----------   ----------

                OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                           5,531        5,531
Non-utility property - at cost (less accumulated depreciation)                 6,787        6,851
                                                                          ----------   ----------
TOTAL                                                                         12,318       12,382
                                                                          ----------   ----------

                         UTILITY PLANT
Electric                                                                   1,899,572    1,885,501
Property under capital lease                                                     240          290
Construction work in progress                                                 74,235       44,085
                                                                          ----------   ----------
TOTAL UTILITY PLANT                                                        1,974,047    1,929,876
Less - accumulated depreciation and amortization                             740,789      733,977
                                                                          ----------   ----------
UTILITY PLANT - NET                                                        1,233,258    1,195,899
                                                                          ----------   ----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                             28,691       25,544
  Unamortized loss on reacquired debt                                         14,523       15,122
  Deferred fuel costs                                                         53,522       95,661
  Other regulatory assets                                                    160,607      140,679
Other                                                                          8,537        5,886
                                                                          ----------   ----------
TOTAL                                                                        265,880      282,892
                                                                          ----------   ----------

TOTAL ASSETS                                                              $1,785,011   $1,683,939
                                                                          ==========   ==========
See Notes to Financial Statements.





                           ENTERGY MISSISSIPPI, INC.
                                 BALANCE SHEETS
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      June 30, 2001 and December 31, 2000
                                   (Unaudited)

                                                                   2001        2000
                                                                    (In Thousands)

                 CURRENT LIABILITIES
                                                                       
Currently maturing long-term debt                                  $65,000           $-
Notes payable                                                       10,000            -
Accounts payable:
  Associated companies                                              91,372       92,980
  Other                                                             22,558       26,933
Customer deposits                                                   28,010       26,368
Taxes accrued                                                       16,758       31,862
Accumulated deferred income taxes                                   50,048       47,734
Interest accrued                                                    15,983       13,099
Obligations under capital leases                                        46           79
Other                                                                3,055        2,540
                                                                ----------   ----------
TOTAL                                                              302,830      241,595
                                                                ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                  320,320      306,295
Accumulated deferred investment tax credits                         18,658       19,408
Obligations under capital leases                                       193          211
Accumulated provisions                                               2,073        6,806
Other                                                               44,510       31,339
                                                                ----------   ----------
TOTAL                                                              385,754      364,059
                                                                ----------   ----------

Long-term debt                                                     589,587      584,467

                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 2001 and 2000                                               199,326      199,326
Capital stock expense and other                                        (59)         (59)
Retained earnings                                                  257,192      244,170
                                                                ----------   ----------
TOTAL                                                              506,840      493,818
                                                                ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $1,785,011   $1,683,939
                                                                ==========   ==========
See Notes to Financial Statements.



	  	        ENTERGY MISSISSIPPI, INC.
                       SELECTED OPERATING RESULTS
       For the Three and Six Months Ended June 30, 2001 and 2000
                              (Unaudited)


                                 Three Months Ended   Increase/
         Description            2001       2000      (Decrease)     %
                                 (In Millions)
Electric Operating Revenues:
  Residential                   $ 89.1    $ 73.4        $ 15.7       21
  Commercial                      80.9      65.3          15.6       24
  Industrial                      49.2      39.3           9.9       25
  Governmental                     8.0       6.3           1.7       27
			       -------   -------        ------
    Total retail                 227.2     184.3          42.9       23
  Sales for resale
     Associated companies         26.0       7.0          19.0      271
     Non-associated companies      5.1       6.8          (1.7)     (25)
  Other                           15.8      17.5          (1.7)     (10)
			       -------   -------        ------
    Total                      $ 274.1   $ 215.6        $ 58.5       27
                               =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                    1,037     1,013            24        2
  Commercial                     1,024     1,008            16        2
  Industrial                       751       786           (35)      (4)
  Governmental                      93        89             4        4
			       -------   -------        ------
    Total retail                 2,905     2,896             9        -
  Sales for resale
     Associated companies          459        82           377      460
     Non-associated companies       57        62            (5)      (8)
			       -------   -------        ------
    Total                        3,421     3,040           381       13
                               =======   =======        ======


                                Six Months Ended      Increase/
         Description            2001       2000      (Decrease)     %
                                  (In Millions)

Electric Operating Revenues:
  Residential                  $ 170.0   $ 139.5        $ 30.5       22
  Commercial                     148.5     124.7          23.8       19
  Industrial                      90.5      76.7          13.8       18
  Governmental                    14.6      12.1           2.5       21
			       -------   -------        ------
    Total retail                 423.6     353.0          70.6       20
  Sales for resale
     Associated companies         82.7      13.0          69.7      536
     Non-associated companies      9.6      13.7          (4.1)     (30)
  Other                           14.4      18.7          (4.3)     (23)
			       -------   -------        ------
    Total                      $ 530.3   $ 398.4       $ 131.9       33
                               =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                    2,252     2,036           216       11
  Commercial                     1,999     1,926            73        4
  Industrial                     1,485     1,529           (44)      (3)
  Governmental                     183       169            14        8
			       -------   -------        ------
    Total retail                 5,919     5,660           259        5
  Sales for resale
     Associated companies        1,332       207         1,125      543
     Non-associated companies      107       139           (32)     (23)
			       -------   -------        ------
    Total                        7,358     6,006         1,352       23
                               =======   =======        ======




                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income decreased for the three months ended June 30, 2001 compared
to  the  three  months ended June 30, 2000 primarily due to  decreased  net
revenue and increased interest expense, partially offset by decreased other
operation and maintenance expense.

      Net  income decreased for the six months ended June 30, 2001 compared
to  the  six  months ended June 30, 2000 primarily due to  increased  other
operation and maintenance expense and increased interest expense, partially
offset by increased unbilled revenue.

Revenues and Sales

Electric operating revenues

     The  changes  in  electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

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

Base rate changes                        ($2.8)             ($3.7)
Fuel cost recovery                        37.7               76.7
Sales volume/weather                      (2.7)              (2.1)
Other revenue (including unbilled)         2.7                4.2
Sales for resale                         (10.4)              (7.6)
                                         -----              -----
   Total                                 $24.5              $67.5
                                         =====              =====

Base rate changes

      Base  rate  changes decreased revenues for the three and  six  months
ended  June  30,  2001 primarily due to rate reductions  effective  October
2000.

Fuel cost recovery

      Entergy  New Orleans is allowed to recover certain fuel and purchased
power costs through fuel mechanisms included in electric rates, recorded as
fuel cost recovery revenues.  The difference between revenues collected and
current fuel and purchased power costs is reflected 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 six  months
ended June 30, 2001 primarily due to the increased market prices of natural
gas and purchased power.

Sales volume/weather

      Electric sales volume decreased revenues for the three and six months
ended  June  30,  2001  due  to decreased usage  of  36  GWH  and  57  GWH,
respectively, primarily in the residential and governmental sectors.



                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other revenue (including unbilled)

      Unbilled revenues increased for the three months ended June 30,  2001
primarily  due  to increased volume in June 2001, partially offset  by  the
effect  of  decreased fuel prices for the period included in the June  2001
unbilled revenue calculation compared to the calculation in the prior year.

      Unbilled  revenues increased for the six months ended June  30,  2001
primarily  due to the effect of higher fuel prices for the period  included
in the June 2001 unbilled revenue calculation.

Sales for resale

     Sales for resale decreased for the three and six months ended June 30,
2001 primarily due to a decrease in net generation resulting in less energy
available  for  sale,  partially  offset by  increased  prices  for  resale
electricity.

Gas operating revenues

     Gas  operating  revenues increased for the six months ended  June  30,
2001  primarily  due  to  the increased market price  of  natural  gas  and
increased  sales due to a colder-than-normal winter.  The increase  in  gas
revenues  was  largely offset by increased expenses for gas  purchased  for
resale.

Expenses

Fuel and purchased power

      Fuel  and purchased power expenses increased for the three  and  six
months ended June 30, 2001 primarily due to the increased market prices of
natural gas and purchased power.

Other operation and maintenance

      Other operation and maintenance expenses increased for the six months
ended  June 30, 2001 primarily due to increases in uncollectible receivable
write-offs  of  $1.0 million and maintenance of customer  records  of  $1.2
million.

Taxes other than income taxes

     Taxes other than income taxes increased for three and six months ended
June  30, 2001 primarily due to an increase in local franchise taxes  as  a
result of higher retail revenue.

Amortization of rate deferrals

      Amortization of rate deferrals decreased for the three and six months
ended  June  30,  2001  primarily due to a scheduled  rate  change  in  the
amortization of Grand Gulf 1 phase-in expenses.  The Grand Gulf 1  phase-in
plan will be complete in November 2001.

Other

Interest and other charges

      Interest  on  long-term debt increased for the three and  six  months
ended  June  30, 2001 primarily due to $30 million issuances  of  long-term
debt in July 2000 and February 2001.


                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Income taxes

      For  the  three  months ended June 30, 2001 and 2000,  the  effective
income  tax  rates were 40.8% and 43.0%, respectively.  For the six  months
ended June 30, 2001 and 2000, the effective income tax rates were 43.3% and
45.1%, respectively.  The decreases for the three and six months ended June
30,  2001  in the effective tax rate were primarily due to the decrease  in
pre-tax income increasing the impact of flow-through items.





                        ENTERGY NEW ORLEANS, INC.
                            INCOME STATEMENTS
        For the Three and Six Months Ended June 30, 2001 and 2000
                              (Unaudited)

                                                           Three Months Ended    Six Months Ended
                                                            2001       2000      2001         2000
                                                             (In Thousands)       (In Thousands)

                  OPERATING REVENUES
                                                                                
Domestic electric                                         $139,057   $114,539   $268,289    $200,797
Natural gas                                                 21,252     22,112     96,035      55,595
                                                          --------   --------   --------    --------
TOTAL                                                      160,309    136,651    364,324     256,392
                                                          --------   --------   --------    --------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               51,860     40,231    160,687      82,032
   Purchased power                                          58,859     38,784    107,326      73,895
   Other operation and maintenance                          21,615     22,806     42,576      39,657
Taxes other than income taxes                               11,308      9,184     24,994      18,696
Depreciation and amortization                                6,181      5,809     12,507      11,510
Other regulatory credits - net                              (2,185)    (1,732)    (3,706)     (3,333)
Amortization of rate deferrals                               3,298      6,482      6,349      12,476
                                                          --------   --------   --------    --------
TOTAL                                                      150,936    121,564    350,733     234,933
                                                          --------   --------   --------    --------

OPERATING INCOME                                             9,373     15,087     13,591      21,459
                                                          --------   --------   --------    --------

                     OTHER INCOME
Allowance for equity funds used during construction            453        270        851         595
Miscellaneous - net                                            320        819      1,014       1,417
                                                          --------   --------   --------    --------
TOTAL                                                          773      1,089      1,865       2,012
                                                          --------   --------   --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                   4,450      3,319      8,568       6,638
Other interest - net                                           386        410        812         826
Allowance for borrowed funds used during construction         (386)      (207)      (706)       (445)
                                                          --------   --------   --------    --------
TOTAL                                                        4,450      3,522      8,674       7,019
                                                          --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                   5,696     12,654      6,782      16,452

Income taxes                                                 2,327      5,437      2,938       7,418
                                                          --------   --------   --------    --------

NET INCOME                                                   3,369      7,217      3,844       9,034

Preferred dividend requirements and other                      241        241        482         482
                                                          --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                $3,128     $6,976     $3,362      $8,552
                                                          ========   ========   ========    ========
See Notes to Financial Statements.







                           ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF CASH FLOWS
                For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)

                                                                     2001         2000
                                                                       (In Thousands)

                   OPERATING ACTIVITIES
                                                                           
Net income                                                            $3,844       $9,034
Noncash items included in net income:
  Amortization of rate deferrals                                       6,349       12,476
  Reserve for regulatory adjustments                                  (1,176)           -
  Other regulatory credits - net                                      (3,706)      (3,333)
  Depreciation and amortization                                       12,507       11,510
  Deferred income taxes and investment tax credits                    (2,588)       2,405
  Allowance for equity funds used during construction                   (851)        (595)
Changes in working capital:
  Receivables                                                         (4,101)      (2,623)
  Fuel inventory                                                       4,096        1,920
  Accounts payable                                                   (12,011)       6,956
  Taxes accrued                                                        3,971        2,348
  Interest accrued                                                       307         (417)
  Deferred fuel costs                                                 11,719      (16,493)
  Other working capital accounts                                      (8,049)      (4,787)
Provision for estimated losses and reserves                           (2,136)        (509)
Changes in other regulatory assets                                   (12,295)      (4,977)
Other                                                                  2,357        3,983
                                                                    --------     --------
Net cash flow provided by (used in) operating activities              (1,763)      16,898
                                                                    --------     --------

                   INVESTING ACTIVITIES
Construction expenditures                                            (28,898)     (17,463)
Allowance for equity funds used during construction                      851          595
                                                                    --------     --------
Net cash flow used in investing activities                           (28,047)     (16,868)
                                                                    --------     --------

                   FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                          29,769            -
Dividends paid:
  Preferred stock                                                       (241)        (241)
                                                                    --------     --------
Net cash flow provided by (used in) financing activities              29,528         (241)
                                                                    --------     --------

Net decrease in cash and cash equivalents                               (282)        (211)

Cash and cash equivalents at beginning of period                       6,302        4,454
                                                                    --------     --------

Cash and cash equivalents at end of period                            $6,020       $4,243
                                                                    ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                                $8,845       $7,702
  Income taxes                                                             -      ($2,386)

See Notes to Financial Statements.






                           ENTERGY NEW ORLEANS, INC.
                                BALANCE SHEETS
                                    ASSETS
                      June 30, 2001 and December 31, 2000
                                  (Unaudited)

                                                              2001        2000
                                                                (In Thousands)

                 CURRENT ASSETS
                                                                    
Cash and cash equivalents                                      $6,020       $6,302
Accounts receivable:
  Customer                                                     64,240       67,264
  Allowance for doubtful accounts                                (770)        (770)
  Associated companies                                          1,272        2,800
  Other                                                         3,609        3,709
  Accrued unbilled revenues                                    35,591       26,838
                                                             --------     --------
    Total accounts receivable                                 103,942       99,841
                                                             --------     --------
Deferred fuel costs                                            16,515       28,234
Accumulated deferred income taxes                               1,140            -
Fuel inventory - at average cost                                  108        4,204
Materials and supplies - at average cost                        8,947        9,630
Rate deferrals                                                  4,627       10,974
Prepayments and other                                           9,779        1,416
                                                             --------     --------
TOTAL                                                         151,078      160,601
                                                             --------     --------

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

                 UTILITY PLANT
Electric                                                      573,244      572,061
Natural gas                                                   137,489      134,826
Construction work in progress                                  53,537       36,489
                                                             --------     --------
TOTAL UTILITY PLANT                                           764,270      743,376
Less - accumulated depreciation and amortization              397,960      394,271
                                                             --------     --------
UTILITY PLANT - NET                                           366,310      349,105
                                                             --------     --------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Unamortized loss on reacquired debt                             868          974
  Other regulatory assets                                      56,971       44,676
Long-term receivables                                           1,343            -
Other                                                           2,039          616
                                                             --------     --------
TOTAL                                                          61,221       46,266
                                                             --------     --------

TOTAL ASSETS                                                 $581,868     $559,231
                                                             ========     ========
See Notes to Financial Statements.






                          ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                     June 30, 2001 and December 31, 2000
                                 (Unaudited)

                                                                   2001        2000
                                                                    (In Thousands)

                 CURRENT LIABILITIES
                                                                         
Accounts payable:
  Associated companies                                             $43,015      $24,637
  Other                                                             27,177       57,566
Customer deposits                                                   18,322       18,311
Taxes accrued                                                        9,794        5,823
Accumulated deferred income taxes                                        -        6,543
Interest accrued                                                     6,426        6,119
Other                                                                3,072        3,211
                                                                  --------     --------
TOTAL                                                              107,806      122,210
                                                                  --------     --------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                   47,838       43,754
Accumulated deferred investment tax credits                          5,614        5,868
SFAS 109 regulatory liability - net                                 14,578       12,607
Other regulatory liabilities                                           227          537
Accumulated provisions                                               6,335        8,471
Other                                                               12,670       12,356
                                                                  --------     --------
TOTAL                                                               87,262       83,593
                                                                  --------     --------

Long-term debt                                                     229,042      199,031

                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 2001 and 2000          33,744       33,744
Paid-in capital                                                     36,294       36,294
Retained earnings                                                   67,940       64,579
                                                                  --------     --------
TOTAL                                                              157,758      154,397
                                                                  --------     --------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $581,868     $559,231
                                                                  ========     ========
See Notes to Financial Statements.





                        ENTERGY NEW ORLEANS, INC.
                       SELECTED OPERATING RESULTS
        For the Three and Six Months Ended June 30, 2001 and 2000
                              (Unaudited)


                                    Three Months Ended   Increase/
          Description              2001       2000      (Decrease)     %
                                     (In Millions)
Electric Operating Revenues:
  Residential                      $ 45.8    $ 36.7         $ 9.1       25
  Commercial                         48.0      34.4          13.6       40
  Industrial                          8.4       5.0           3.4       68
  Governmental                       20.9      14.8           6.1       41
                                  -------   -------        ------
    Total retail                    123.1      90.9          32.2       35
  Sales for resale
     Associated companies             1.7      11.0          (9.3)     (85)
     Non-associated companies         1.1       2.2          (1.1)     (50)
  Other                              13.1      10.4           2.7       26
                                  -------   -------        ------
    Total                         $ 139.0   $ 114.5        $ 24.5       21
                                  =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                         457       503           (46)      (9)
  Commercial                          545       550            (5)      (1)
  Industrial                          104        95             9        9
  Governmental                        247       264           (17)      (6)
                                  -------   -------        ------
    Total retail                    1,353     1,412           (59)      (4)
  Sales for resale
     Associated companies              26       218          (192)     (88)
     Non-associated companies          15        35           (20)     (57)
                                  -------   -------        ------
    Total                           1,394     1,665          (271)     (16)
                                  =======   =======        ======


                                   Six Months Ended     Increase/
          Description              2001       2000     (Decrease)     %
                                     (In Millions)
Electric Operating Revenues:
  Residential                      $ 86.8    $ 64.2        $ 22.6       35
  Commercial                         96.9      68.1          28.8       42
  Industrial                         16.7      10.1           6.6       65
  Governmental                       41.8      28.9          12.9       45
                                  -------   -------        ------
    Total retail                    242.2     171.3          70.9       41
  Sales for resale
     Associated companies             8.7      13.6          (4.9)     (36)
     Non-associated companies         1.7       4.4          (2.7)     (61)
  Other                              15.7      11.5           4.2       37
                                  -------   -------        ------
    Total                         $ 268.3   $ 200.8        $ 67.5       34
                                  =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                         854       876           (22)      (3)
  Commercial                        1,033     1,047           (14)      (1)
  Industrial                          196       186            10        5
  Governmental                        475       497           (22)      (4)
                                  -------   -------        ------
    Total retail                    2,558     2,606           (48)      (2)
  Sales for resale
     Associated companies              90       301          (211)     (70)
     Non-associated companies          27        79           (52)     (66)
                                  -------   -------        ------
    Total                           2,675     2,986          (311)     (10)
                                  =======   =======        ======






                       SYSTEM ENERGY RESOURCES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the six months ended June 30, 2001 compared
to  the  six months ended June 30, 2000 due to an increase in the provision
for rate refunds, partially offset by decreased interest expense.

Revenues

      Operating  revenues  recover  operating expenses,  depreciation,  and
capital costs attributable to Grand Gulf 1.  Capital costs are computed  by
allowing a return on System Energy's common equity funds allocable  to  its
net  investment  in Grand Gulf 1 and adding to such amount System  Energy's
effective interest cost for its debt.  Operating revenues decreased for the
three  and six months ended June 30, 2001 primarily due to the increase  in
the  provision  for rate refund.  System Energy's proposed  rate  increase,
which  is  subject  to  refund, is discussed in Note  2  to  the  financial
statements in the Form 10-K.

Expenses

Other regulatory charges

      Other regulatory charges increased for the three and six months ended
June  30, 2001 primarily due to charges associated with the GGART in  place
at  Entergy  Arkansas and Entergy Mississippi.  The GGART is  discussed  in
Note 2 to the financial statements.

Other

Interest charges

      Interest  on  long-term debt decreased for the three and  six  months
ended  June  30,  2001  primarily due to a  decrease  in  interest  expense
associated  with  the  sale-leaseback of Grand Gulf 1  and  a  decrease  in
interest expense due to the retirement of long-term debt in 2000.

      Other  interest expense increased for the three and six months  ended
June  30, 2001 primarily due to interest on the potential refund of  System
Energy's proposed rate increase.

Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 45.7% and 48.9%, respectively. The effective income  tax
rates for the six months ended June 30, 2001 and 2000 were 45.7% and 47.9%,
respectively.   The decreases for the three and six months ended  June  30,
2001  in the effective tax rate were primarily due to the decrease in  pre-
tax income increasing the impact of flow-through items.




                      SYSTEM ENERGY RESOURCES, INC.
                            INCOME STATEMENTS
         For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                       Three Months Ended     Six Months Ended
                                                        2001       2000      2001         2000
                                                         (In Thousands)        (In Thousands)

                OPERATING REVENUES
                                                                            
Domestic electric                                     $152,902   $159,389   $304,068    $316,479
                                                      --------   --------   --------    --------
                OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                            7,822     10,858     17,894      21,540
   Nuclear refueling outage expenses                     3,988      3,690      8,022       6,904
   Other operation and maintenance                      21,433     23,059     37,806      38,332
Decommissioning                                          4,736      4,736      9,472       9,472
Taxes other than income taxes                            6,460      6,225     13,168      12,168
Depreciation and amortization                           27,227     27,875     56,708      55,931
Other regulatory charges - net                          19,955     16,051     39,122      30,796
                                                      --------   --------   --------    --------
TOTAL                                                   91,621     92,494    182,192     175,143
                                                      --------   --------   --------    --------

OPERATING INCOME                                        61,281     66,895    121,876     141,336
                                                      --------   --------   --------    --------

                   OTHER INCOME
Allowance for equity funds used during construction        484        374        754       1,106
Miscellaneous - net                                      4,723      5,096      9,794       9,192
                                                      --------   --------   --------    --------
TOTAL                                                    5,207      5,470     10,548      10,298
                                                      --------   --------   --------    --------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                              18,756     22,636     37,767      46,762
Other interest - net                                     8,929      7,298     17,636      14,141
Allowance for borrowed funds used during construction     (224)      (177)      (361)       (653)
                                                      --------   --------   --------    --------
TOTAL                                                   27,461     29,757     55,042      60,250
                                                      --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                              39,027     42,608     77,382      91,384

Income taxes                                            17,825     20,822     35,382      43,811
                                                      --------   --------   --------    --------

NET INCOME                                             $21,202    $21,786    $42,000     $47,573
                                                      ========   ========   ========    ========

See Notes to Financial Statements.






                         SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF CASH FLOWS
               For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)

                                                                  2001           2000
                                                                     (In Thousands)

                  OPERATING ACTIVITIES
                                                                          
Net income                                                         $42,000       $47,573
Noncash items included in net income:
  Reserve for regulatory adjustments                                53,475        37,751
  Other regulatory charges - net                                    39,122        30,796
  Depreciation, amortization, and decommissioning                   66,180        65,403
  Deferred income taxes and investment tax credits                 (44,214)      (39,621)
  Allowance for equity funds used during construction                 (754)       (1,106)
Changes in working capital:
  Receivables                                                     (101,734)      186,754
  Accounts payable                                                 (11,514)      (14,193)
  Taxes accrued                                                     62,571         2,751
  Interest accrued                                                 (18,683)       (9,375)
  Other working capital accounts                                    (7,612)       12,218
Provision for estimated losses and reserves                           (425)         (106)
Changes in other regulatory assets                                  20,394        19,298
Other                                                               (3,295)      (13,084)
                                                                  --------      --------
Net cash flow provided by operating activities                      95,511       325,059
                                                                  --------      --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (22,758)      (24,557)
Allowance for equity funds used during construction                    754         1,106
Nuclear fuel purchases                                             (37,592)           (7)
Proceeds from sale/leaseback of nuclear fuel                        37,592             7
Decommissioning trust contributions and realized
    change in trust assets                                         (11,676)      (11,544)
                                                                  --------      --------
Net cash flow used in investing activities                         (33,680)      (34,995)
                                                                  --------      --------

                  FINANCING ACTIVITIES
Retirement of long-term debt                                       (16,800)       (2,947)
Dividends paid:
  Common stock                                                     (43,000)      (47,000)
                                                                  --------      --------
Net cash flow used in financing activities                         (59,800)      (49,947)
                                                                  --------      --------

Net increase in cash and cash equivalents                            2,031       240,117

Cash and cash equivalents at beginning of period                   202,218        35,152
                                                                  --------      --------

Cash and cash equivalents at end of period                        $204,249      $275,269
                                                                  ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                             $71,878       $54,870
  Income taxes                                                      $3,463       $37,045
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                    ($1,417)         $199

See Notes to Financial Statements.






                        SYSTEM ENERGY RESOURCES, INC.
                                BALANCE SHEETS
                                    ASSETS
                     June 30, 2001 and December 31, 2000
                                  (Unaudited)

                                                               2001        2000
                                                                (In Thousands)

                 CURRENT ASSETS
                                                                   
Cash and cash equivalents:
  Cash                                                             $15          $44
  Temporary cash investments - at cost,
    which approximates market                                  204,234      202,174
                                                            ----------   ----------
        Total cash and cash equivalents                        204,249      202,218
                                                            ----------   ----------
Accounts receivable:
  Associated companies                                         315,361      212,551
  Other                                                          1,118        2,194
                                                            ----------   ----------
    Total accounts receivable                                  316,479      214,745
                                                            ----------   ----------
Materials and supplies - at average cost                        52,276       52,235
Deferred nuclear refueling outage costs                         12,117        6,577
Prepayments and other                                            4,547        2,639
                                                            ----------   ----------
TOTAL                                                          589,668      478,414
                                                            ----------   ----------

         OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                    167,831      157,572
                                                            ----------   ----------

                  UTILITY PLANT
Electric                                                     3,095,868    3,093,033
Property under capital lease                                   449,851      449,851
Construction work in progress                                   43,934       24,029
Nuclear fuel under capital lease                                74,994       49,256
                                                            ----------   ----------
TOTAL UTILITY PLANT                                          3,664,647    3,616,169
Less - accumulated depreciation and amortization             1,466,886    1,407,885
                                                            ----------   ----------
UTILITY PLANT - NET                                          2,197,761    2,208,284
                                                            ----------   ----------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                              170,913      195,634
  Unamortized loss on reacquired debt                           50,169       51,957
  Other regulatory assets                                      178,844      174,517
Other                                                            8,457        8,172
                                                            ----------   ----------
TOTAL                                                          408,383      430,280
                                                            ----------   ----------

TOTAL ASSETS                                                $3,363,643   $3,274,550
                                                            ==========   ==========
See Notes to Financial Statements.






                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDER'S EQUITY
                      June 30, 2001 and December 31, 2000
                                (Unaudited)

                                                                       2001        2000
                                                                        (In Thousands)

                   CURRENT LIABILITIES
                                                                           
Currently maturing long-term debt                                     $182,691     $151,800
Accounts payable:
  Associated companies                                                   1,435        2,722
  Other                                                                 13,358       23,585
Taxes accrued                                                          131,101       68,530
Accumulated deferred income taxes                                        3,811        1,648
Interest accrued                                                        25,324       44,007
Obligations under capital leases                                        32,119       32,119
Other                                                                    1,551        1,674
                                                                    ----------   ----------
TOTAL                                                                  391,390      326,085
                                                                    ----------   ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                      334,917      391,505
Accumulated deferred investment tax credits                             87,778       89,516
Obligations under capital leases                                        42,875       17,137
FERC settlement - refund obligation                                     27,134       30,745
Other regulatory liabilities                                           146,672      103,634
Decommissioning                                                        164,874      153,197
Regulatory reserves                                                    375,843      322,368
Accumulated provisions                                                     264          689
Other                                                                   16,270       15,394
                                                                    ----------   ----------
TOTAL                                                                1,196,627    1,124,185
                                                                    ----------   ----------

Long-term debt                                                         883,201      930,854

                  SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000 shares;
 issued and outstanding 789,350 shares in 2001 and 2000                789,350      789,350
Retained earnings                                                      103,075      104,076
                                                                    ----------   ----------
TOTAL                                                                  892,425      893,426
                                                                    ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

               TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY           $3,363,643   $3,274,550
                                                                    ==========   ==========
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  (including
nuclear  fuel  but  excluding AFUDC), long-term debt  and  preferred  stock
maturities, and cash sinking fund requirements.

Sales Warranties and Indemnities   (Entergy Corporation)

     In the Entergy London and CitiPower sales transactions, Entergy or its
subsidiaries  made certain warranties to the purchasers.  These  warranties
include   representations  regarding  litigation,  accuracy  of   financial
accounts, and the adequacy of existing tax provisions.  Notice of  a  claim
on  the  CitiPower  warranties must have been given by December  2000,  and
Entergy's  potential liability is limited to A$100 million  ($51  million).
Notice  of  a  claim on the Entergy London warranties had to be  given  for
certain items by December 1999, and for the tax warranties, must have  been
given  by June 30, 2001.  Entergy's liability is limited to BPS1.4  billion
($2.0  billion) on certain tax warranties and BPS140 million ($200 million)
on  the  remaining warranties relating to the Entergy London sale.  Entergy
also  agreed  to maintain the net asset value of the subsidiary  that  sold
Entergy London at $700 million through June 30, 2001.

      For  both  of the sales, the notice period is extended  if  a  taxing
authority  has  begun  a  review before expiration of  the  notice  period.
Entergy received notice in June 2001 from both purchasers regarding  issues
that have not been resolved by the respective taxing authorities concerning
reviews  that commenced before the notice deadlines.  Entergy responded  to
both  purchasers, and denies that valid claims by the purchasers have  been
made  under the warranties.  Management periodically reviews reserve levels
for  these  warranties and as of June 30, 2001 believes it  has  adequately
provided for the ultimate resolution of these matters.

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, Pilgrim, Indian Point 3, and
FitzPatrick.

Environmental Issues

 (Entergy Arkansas)

      In previous years, Entergy Arkansas has received notices from the EPA
and  the Arkansas Department of Environmental Quality (ADEQ) alleging  that
Entergy Arkansas, along with others, may be a potentially responsible party
(PRP)  for clean-up costs associated with a site in Arkansas.  As  of  June
30,  2001,  a  remaining recorded liability of approximately  $5.0  million
existed related to the cleanup of that site.

 (Entergy Gulf States)

      Entergy  Gulf States has been designated as a PRP for the cleanup  of
certain  hazardous waste disposal sites.  Entergy Gulf States is  currently
negotiating  with the EPA and state authorities regarding  the  cleanup  of
these  sites.   As  of  June 30, 2001, a remaining  recorded  liability  of
approximately $17.0 million existed related to the cleanup of the remaining
sites at which the EPA has designated Entergy Gulf States as a PRP.

(Entergy Louisiana and Entergy New Orleans)

      During 1993, the 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 have chosen to upgrade or  close  them.
Recorded  liabilities in the amounts of $5.8 million for Entergy  Louisiana
and  $0.5  million  for Entergy New Orleans existed at June  30,  2001  for
wastewater upgrades and closures.  Completion of this work is awaiting LDEQ
approval.

City Franchise Ordinances   (Entergy New Orleans)

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

Waterford 3 Lease Obligations  (Entergy Louisiana)

      On  September 28, 1989, Entergy Louisiana entered into three separate
but  substantially  identical transactions for the sale  and  leaseback  of
undivided interests (aggregating approximately 9.3%) in Waterford 3,  which
were  refinanced  in 1997. Upon the occurrence of certain  events,  Entergy
Louisiana  may be obligated to pay amounts sufficient to permit  the  Owner
Participants to withdraw from these lease transactions and may be  required
to  assume  the outstanding bonds issued to finance, in part, the  lessors'
acquisition of the undivided interests in Waterford 3.  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 June 30, 2001.  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,
the  target  date for retail open access has been delayed until  no  sooner
than October 1, 2003 and no later than October 1, 2005.

     In October 2000, in compliance with the currently enacted deregulation
law,  Entergy  Arkansas filed a market power study in accordance  with  the
guidelines  adopted by the APSC.  In December 2000, Entergy Arkansas  filed
an  application  for  approval to transfer Entergy  Arkansas'  transmission
assets   to  the  Transco.   In  February  2001,  Entergy  Arkansas   filed
supplemental  testimony to address the effects of the proposed  Transco  on
Entergy  Arkansas' market power.  In July 2001, Entergy  Arkansas  filed  a
request, which the APSC approved, to suspend proceedings regarding  Transco
pending further action in the FERC-mandated mediation proceedings.

Texas (Entergy Corporation and Entergy Gulf States)

     As  discussed in Note 2 to the financial statements in the Form  10-K,
the  Texas  legislature enacted a law providing for retail open  access  by
most  investor-owned electric utilities, including Entergy Gulf States,  on
January 1, 2002, unless delayed by the PUCT.  As described below, the  PUCT
staff  and  certain  cities served by Entergy Gulf  States  filed  separate
petitions with the PUCT in August 2001 requesting relief that may result in
a  delay  in  retail competition in the power region in which Entergy  Gulf
States  operates in Texas.  With retail open access, generation and  a  new
retail  electric  provider  operation will be competitive  businesses,  but
transmission  and  distribution operations will continue to  be  regulated.
The new retail electric providers will be the primary point of contact with
customers.

Business Separation Plan

     Entergy  Gulf  States'  business  separation  plan  provides  for  the
separation  of  its  generation,  transmission,  distribution  and   retail
electric functions.  It has been amended during the course of various  PUCT
and  LPSC  proceedings  and  is subject to further  change  and  regulatory
proceedings as described below.

      The amended plan currently provides that Entergy Gulf States will  be
separated into the following principal companies:

     o a Texas distribution company, which will own and operate Entergy Gulf
       States' electric distribution system in Texas;
     o a Texas generation company (which may be more than one legal entity),
       which initially will purchase capacity and energy from the generating
       assets allocated to Texas load (Texas generating assets), and
       eventually will own those assets;
     o Texas retail electric providers, which will provide competitive retail
       electric service in Texas; and
     o Entergy Gulf States-Louisiana.

Entergy Gulf States-Louisiana will:

     o own and operate Entergy Gulf States' electric distribution system in
       Louisiana, the Texas generating assets (until they are transferred to
       the Texas generation company), the remainder of Entergy Gulf States'
       generating assets, and Entergy Gulf States' other businesses that are
       not separated, and own Entergy Gulf States' transmission assets
       allocated to Louisiana (until they are transferred to the intermediate
       transmission company described in the next bullet); and
     o indirectly own a portion of an intermediate transmission company,
       which will own Entergy Gulf States' electric transmission assets
       allocated to Texas, and later Entergy Gulf States' transmission assets
       allocated to Louisiana.

      Entergy Gulf States' assets and liabilities (other than its long-term
debt  and  liabilities) will be allocated among these  companies  generally
based  upon  categorizing  them  by function.   Entergy  Gulf  States  will
allocate assets and liabilities not associated with a single function based
upon  specified factors.   In an April 2001 filing with the LPSC discussing
its  separation methodology, Entergy Gulf States included a  balance  sheet
separated  by  jurisdiction and function.  The balance sheet was  based  on
September  30, 1999 balances.  In this balance sheet, Entergy  Gulf  States
allocated  approximately  27% of the net utility  plant  balance  to  Texas
generation,  approximately 12% to Texas distribution, approximately  6%  to
Texas  transmission, approximately 7% to Louisiana transmission,  and  less
than  1%  to  Texas  retail.  Applying these percentages  to  Entergy  Gulf
States'  June  30, 2001 net utility plant book value of $4.2  billion,  for
illustrative  purposes  only, results in net book values  of  approximately
$1.2  billion  for Texas generation, approximately $580 million  for  Texas
distribution,   approximately   $180  million   for   Texas   transmission,
approximately  $210 million for Louisiana transmission,  approximately
$20  million  for  Texas retail, and would result in approximately $2.0
billion for the remainder of Entergy Gulf States-Louisiana.  The actual
allocations  could  materially differ from these figures because of a number
of factors, including changes to  the  plan  and  the  allocation methodology.
In addition,  the  actual allocations will be based on allocation factors
and account balances as  of a different date.

     The  business  separation  plan provides  that  Entergy  Gulf  States-
Louisiana  will  retain  liability  for  all  of  its  long-term  debt  and
liabilities  and that the property transferred to the Texas companies  will
be  released from the lien of Entergy Gulf States' mortgage on the basis of
property  additions, retired bond credits, or both.  Pursuant  to  separate
agreements,   the   Texas  distribution  company   and   the   intermediate
transmission  company  will each assume a portion of Entergy  Gulf  States'
long-term  debt and liabilities, which assumptions will not act to  release
Entergy  Gulf States-Louisiana's liability.  The Texas distribution company
and  the  intermediate  transmission company  will  undertake  to  pay  the
outstanding assumed long-term debt and liabilities by the end of  2002  and
2004,  respectively.   Entergy  must provide a  contingent  indemnity  with
respect  to  the  intermediate transmission company's  assumed  portion  of
Entergy  Gulf States' long-term debt and liabilities in the event that  the
obligations  under the debt assumption agreement have not been extinguished
prior to the end of 2002.  Texas generation company will be required to pay
an  allocated  portion of the outstanding principal amount of Entergy  Gulf
States'  long-term  debt and liabilities each time  that  Texas  generating
assets are transferred to it, which must be completed no later than 2004.

     After  the transfer of the Texas distribution and transmission  assets
contemplated by the current business separation plan, the distribution  and
transmission businesses conducted by the Texas distribution company and the
intermediate  transmission  company,  respectively,  will  continue  to  be
regulated as to rates by the PUCT and the FERC, respectively.  Accordingly,
management   believes  that  the  Texas  distribution   company   and   the
intermediate transmission company will be able to fund the payment  of  the
assumed  debt  by  the end of 2002 from a combination  of  cash  flow  from
operations and third party financing.

     Entergy  Gulf States filed the business separation plan with the  PUCT
in  January  2000 and amended that plan in November 2000 and January  2001.
In  May 2001, the PUCT approved the amended business separation plan.   The
outcome  of  the LPSC proceedings described below, which have  resulted  in
amendments  to  the  plan beyond what was approved by  the  PUCT,  will  be
reported  to  the  PUCT and the Office of Public Utility  Counsel  and  may
require  additional  PUCT  action before the business  separation  plan  is
final.   In  addition, the petitions described below that may result  in  a
delay in retail competition may affect the approval.

     The  LPSC  opened  a  docket  to identify  the  changes  in  corporate
structure and operations of Entergy Gulf States, and their potential impact
on  Louisiana retail ratepayers, resulting from restructuring in Texas  and
Arkansas.   In  those proceedings, Entergy Gulf States and the  LPSC  staff
reached a settlement on certain Texas business separation plan issues,  and
after  a  May 2001 hearing, the LPSC issued an interim order in  July  2001
approving the settlement.  In July 2001, Entergy Gulf States and  the  LPSC
staff completed an additional settlement on business separation plan issues
relating  to  the  separation of Texas distribution and transmission.    A
hearing on the distribution and  transmission settlement has  been held and
a decision is expected in  September 2001.  With  respect to  issues related
to the separation of  generation, Entergy Gulf States and the  LPSC  staff
are  preparing a  revised procedural schedule  to  address remaining  issues
in a timely  manner.  The procedural  schedule  initially will focus on the
power sale  agreement described below.

Generation-related Issues

     Regarding  the generation-related issues referred to in the  preceding
paragraph, Entergy Gulf States has not yet reached agreement with the  LPSC
staff  on certain matters related to the separation of the Texas generating
assets.  Entergy Gulf States has proposed that Texas generating assets be a
jurisdictional  portion (approximately 45 - 50%) of each  generating  plant
and  that  Entergy  Gulf States-Louisiana continue to operate  the  plants.
Entergy  Gulf States has also suggested that certain generating  assets  be
allocated  by  specific  plant such that the Texas generating  assets  have
approximately the Texas jurisdictional portion of the capacity and value of
all of Entergy Gulf States' generating assets.

     Until  the  Texas  generating  assets are  transferred  to  the  Texas
generation company, which, as currently proposed, will occur by the end  of
2004,  Entergy Gulf States-Louisiana expects to sell most of  the  capacity
and  energy from these assets to the Texas generation company under a power
sale  agreement.    The power sale agreement  is expected  to  require  the
Texas generation company to pay all costs, including a reasonable return on
equity,  for  the capacity and energy of the Texas generating assets.   The
Texas  generation  company is expected to sell most of  this  capacity  and
energy  to  Entergy's  affiliated  Texas retail  electric  providers  at  a
negotiated rate and sell any remainder to the market.  Entergy's affiliated
Texas retail electric providers will use the capacity and energy to provide
retail electric service to retail customers in Texas, including its "price-
to-beat"  obligation, which requires it to sell electricity to  residential
and  small  commercial  customers in the service  territory  of  the  Texas
distribution company at a rate equal to the existing base rates plus a fuel
component.

     Up to 20% of capacity and energy from the Texas generating assets must
be sold to third parties under PUCT rules, or to Entergy's domestic utility
companies that elect to purchase it, as described below:

     o Under the Texas restructuring legislation and a recent stipulation,
       Entergy Gulf States will sell at auction entitlements to approximately
       425 megawatts of its installed generation capacity in Texas currently
       scheduled to begin in September 2001.  In its August 3, 2001 petition
       discussed below, however, the PUCT staff has requested that the PUCT
       suspend Entergy Gulf States' capacity auctions pending consideration
       of the petition.  The obligation to auction capacity entitlements
       continues for up to 60 months after retail open access occurs, or
       until 40% of current customers have chosen an alternative supplier,
       whichever comes first.
     o Under the settlement of System Agreement proceedings, which  are
       described in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
       SIGNIFICANT FACTORS AND KNOWN TRENDS", Entergy's domestic utility
       companies have the option  to  purchase up to 5% of the megawatt
       capacity of the  Texas generating assets.  Each company has until
       November 2001 to elect to purchase its pro rata share of this
       capacity.  If the capacity purchase is elected, it will be for
       the period January 2002 through June 2008.

     Beginning  January  2002,  the  market power  measures  in  the  Texas
restructuring  law  will  prohibit the Texas  generation  company  and  its
affiliates  from  owning and controlling more than  20%  of  the  installed
generation capacity located in, or capable of delivering electricity to,  a
power  region.   The  implications of this  limit  are  uncertain.   It  is
possible  that  the  Texas generation company or its  affiliates  could  be
required  to auction additional capacity entitlements, divest some  of  the
Texas generating assets, or seek other means of mitigation if found to have
ownership in excess of this limit.

Other PUCT Proceedings

     In March 2001, Entergy Gulf States filed with the PUCT a non-unanimous
settlement  agreement  in  its unbundled cost of  service  proceeding  that
establishes  the  Texas  distribution company's revenue  requirement.   The
settlement  agreement is among Entergy Gulf States,  the  PUCT  staff,  and
other  parties.   Pursuant to a generic rule prescribed by  the  PUCT,  the
Texas distribution company's allowed return on equity will be 11.25%.   The
capital  structure prescribed by the PUCT is 60% debt and  40%  equity.   A
rider  to recover nuclear decommissioning costs will be implemented.   Also
in  the  settlement agreement, the parties agree that Entergy Gulf  States'
Texas  jurisdictional stranded costs and benefits are $0, and no charge  to
recover  stranded  costs  or  credit to refund excess  mitigation  will  be
implemented.   Nevertheless,  if  new  legislation  passes  in  Texas  that
requires or expressly authorizes the PUCT to require Entergy Gulf States to
pass-through   or   share  stranded  benefits  with  its  customers,   that
legislation  will control this issue.  Entergy Gulf States  agreed  in  the
settlement  to  refund any excess earnings resulting from the restructuring
law's  annual report process for 2000 and 2001.  After a hearing  in  April
2001,  the PUCT voted to approve a rate order consistent with the terms  of
the settlement.  A written interim order was signed in May 2001 and a final
order is expected in the fall of 2001.

     In  June  2001,  Entergy filed an application with  the  PUCT  seeking
certification of the Southwest Power Pool (SPP) as a power region under the
Texas  restructuring law.  The proceeding has been abated, however, due  to
FERC's   recent  order  on  the  establishment  of  regional   transmission
organizations  (RTOs), discussed in "MANAGEMENT'S FINANCIAL DISCUSSION  AND
ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS".  If Entergy Gulf  States'
power  region  in  Texas is not certified by the PUCT  before  retail  open
access  is introduced on January 1, 2002, Entergy's affiliated Texas retail
electric  provider could be required to maintain rates at the price-to-beat
levels  for  residential  and small commercial customers  in  Entergy  Gulf
States'  service  territory beyond January 1, 2007.   Entergy's  affiliated
Texas  retail  electric provider could also be required to offer  rates  to
industrial  and large commercial customers in Entergy Gulf States'  service
territory that are no higher than the rates that, on a bundled basis,  were
in effect on January 1, 1999, subject to fuel factor adjustments. Entergy's
affiliated Texas  retail electric provider  might also  face  requests  for
restrictions in its ability to compete for retail customers in parts of its
power  region  in Texas outside of its current service area.   Neither  the
timing nor the outcome of the power region certification proceeding can  be
predicted at this time.

     In July 2001, Entergy Gulf States filed an application for approval of
the  fuel  factor  portion of Entergy's affiliated  Texas  retail  electric
provider's  price-to-beat rates.  The non-fuel component of  the  price-to-
beat  rate is based on Entergy Gulf States' current base rates.   The  fuel
factor  component established in this proceeding will be subject to  a  gas
price update in October 2001.  Entergy Gulf States has recommended that the
PUCT  approve  its current average fuel factor, which currently  is  higher
than  the  average fuel factor included in the filing, in order to maintain
an  adequate  competitive margin.  The request is currently pending  before
the PUCT and an order is expected by December 2001.

     The  PUCT  has designated an Entergy-affiliated Texas retail  electric
provider to serve as the provider of last resort (POLR) for residential and
small  non-residential customers in the service territory  of  Southwestern
Electric  Power  Company (SWEPCO), and for industrial and large  commercial
customers  in  Entergy Gulf States' Texas service territory.  The  contract
with  the PUCT containing the rates at which the designated retail electric
provider will provide service to these customer classes has been signed.  A
proceeding  has  been  initiated to designate  SWEPCO's  affiliated  retail
electric provider as the POLR for the residential and small non-residential
customers  in  Entergy Gulf States' Texas service territory.   If  SWEPCO's
affiliate  is  not  designated as the POLR for Entergy Gulf  States'  Texas
service territory, it is possible that the PUCT could designate the Entergy-
affiliated  Texas retail electric provider to serve as the POLR  for  those
customers at the price-to-beat rate.  Neither the timing nor the outcome of
these proceedings can be predicted at this time.

     The  Texas  legislation  requires Entergy Gulf  States  to  conduct  a
customer   choice   "Pilot  Project"  for  retail  customers.    The   full
implementation originally scheduled for June 1, 2001 was delayed until July
31,  2001.   The  PUCT is scheduled to evaluate the results  of  the  Pilot
Project beginning in November 2001.  If the PUCT determines, based upon the
results  of the evaluation, that the Entergy Gulf States' power  region  is
unable  to  offer  fair  competition and reliable  service  to  all  retail
customer classes on January 1, 2002, the PUCT is required to delay customer
choice  for  the  power region.  The PUCT can also choose to  continue  the
Pilot  Project.  If retail open access is delayed, the PUCT has the  option
to  thereafter establish new rates for all electric utilities in the  power
region under cost-of-service ratemaking.

     On August 3, 2001, the PUCT staff filed a petition requesting that the
PUCT  determine whether the market is ready for retail competition  in  the
portion  of  Texas  within  the Southeastern Electric  Reliability  Council
(SERC),  which  includes Entergy Gulf States' service  territory.   In  its
petition, the  PUCT  staff  states that the  retail  electric  power  pilot
programs  in SERC have not been successful to date in creating competition.
The  petition also states that, in light of information received by the
PUCT  staff  indicating a lack of interest in SERC by the  retail  electric
provider community at this time and the uncertainty surrounding the  status
of  an  RTO in SERC, it is unlikely that the competitive situation in  SERC
will  improve to any significant degree before the current date for full
customer choice to begin  in SERC.   The  PUCT  staff  also requests an
expedited  procedural  schedule.  Entergy  Gulf States' initial response to
the PUCT staff's petition is due by August 13, 2001.  Certain  cities served
by Entergy Gulf States also filed a petition  asking the  PUCT  to  delay
competition for Entergy Gulf  States.     Entergy Gulf States is  unable
to  predict whether PUCT action on this petition will result in  delays  or
modifications  of  the implementation of competition or  the  Entergy  Gulf
States business separation plan.

Other Regulatory Proceedings and Uncertainties

     In  addition to the PUCT and LPSC proceedings relating to the business
separation plan described above, certain aspects of the business separation
plan  will  also have to be approved by the SEC under PUHCA.  Entergy  Gulf
States  filed an application for SEC approval in August 2001.  In addition,
as   discussed  in  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS   -
SIGNIFICANT  FACTORS  AND  KNOWN TRENDS", FERC has  approved  a  settlement
providing  for certain amendments to the System Agreement required  by  the
Texas  restructuring.   Certain  aspects of the  Texas  restructuring  will
require  additional FERC approvals.  Entergy Gulf States will also have  to
obtain  the  approval of the NRC to transfer ownership of any  interest  in
River Bend.

     The  regulatory  proceedings described above have  affected,  and  are
likely  to  continue to affect, the final form and timing of implementation
of  the  business separation plan.  It is possible that these approvals  or
related regulatory orders

     o may not be received in time to implement the plan on January 1, 2002;
     o may be obtained with requirements or conditions that differ from the
       business separation plan described above or that conflict with each
       other; or
     o may be obtained with conditions that are unacceptable to Entergy or
       that do not permit timely implementation.

Entergy  Gulf  States'  business separation plan has already  been  amended
during  the course of the PUCT and LPSC proceedings described above and  is
subject to further change as a result of the regulatory approval process or
otherwise.   As  a  result,  no assurance can be given  that  the  business
separation plan will be implemented as described above or that it will  not
change significantly before implementation.

Louisiana

(Entergy Corporation and Entergy Louisiana)

      As  discussed in Note 2 to the financial statements in the Form 10-K,
the  LPSC directed the LPSC staff, outside consultants, and counsel to work
together  to  analyze  and resolve issues related  to  competition  and  to
recommend  a  plan for consideration by the LPSC.  In July 2001,  the  LPSC
staff submitted a final response to the LPSC.  In its report the LPSC staff
concludes  that  retail competition is not in the public interest  at  this
time  for any customer class.  Nevertheless, the LPSC staff recommends that
retail open access be made available for certain large industrial customers
as  early  as  January  2003.   An eligible  customer  choosing  to  go  to
competition would be required to provide its utility with a minimum of  six
months  notice  prior to the date of retail open access.   The  LPSC  staff
report also recommends that all customers who do not currently co- or self-
generate, or have co- or self-generation under construction as of a date to
be  specified by the LPSC, remain liable for their share of stranded costs.
This proposal is currently pending consideration by the LPSC.

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 2001, Entergy Arkansas filed its annually redetermined energy
cost  rate  with the APSC in accordance with the energy cost rate  formula,
including  a  new energy allocation factor.  The filing reflected  that  an
increase  was  warranted due to the increase in fuel  and  purchased  power
costs in 2000 and the accumulated under-recovery of 2000 energy costs.  The
increased energy cost rate is effective April 2001 through March 2002.

     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 that allows the collection of excess earnings  in  a
transition cost account.  In June 2001, upon recommendation from the  APSC,
Entergy  Arkansas recorded an adjustment for 2000 excess  earnings  in  the
transition  cost  account  of  $10.9  million  ($6.7  million  after  tax).
Interest of $3.0 million ($1.8 million after tax) was also recorded in  the
transition cost account for the first six months of 2001.

December 2000 Ice Storms

     In  mid-  and late December 2000, two separate ice storms left 226,000
and  212,500  Entergy  Arkansas customers, respectively,  without  electric
power  in  its  service  area.  The storms were  the  most  severe  natural
disasters  ever to affect Entergy Arkansas, causing damage to  transmission
and  distribution lines, equipment, poles, and facilities. In  April  2001,
Entergy  Arkansas  filed  with  the  APSC  a  proposal  to  recover,   over
approximately a five and one-half year period, costs plus carrying  charges
associated  with power restoration caused by the December 2000 ice  storms.
In  an  order issued in June 2001, the APSC decided that it would not  give
final approval to Entergy's proposed storm cost recovery rider outside of a
fully  developed  cost-of-service study in a general rate proceeding.   The
APSC  action resulted in the deferral in 2001 of previously expensed  storm
damage costs as reflected in Entergy Arkansas' financial statements.  In  a
subsequent decision, the APSC ordered Entergy Arkansas to commence  such  a
proceeding by January 2002.

     In  the  subsequent  order,  the APSC also  established  a  procedural
schedule to consider putting an interim rider in place to recover  the  ice
storm  costs,  subject to refund.  The schedule calls for  a  January  2002
hearing  date and the issuance of a decision by February 2002.   In  accord
with  the  schedule,  Entergy Arkansas filed its final  storm  damage  cost
determination,  which reflects costs of approximately  $195  million.   The
filing  asks for recovery of approximately $170 million through  the  rider
over  approximately a six and one-half year period. The  remainder  of  the
costs is primarily capital expenditures that will be included in rate  base
in  future general rate proceedings.  No assurance can be given as  to  the
timing or outcome of these proceedings before the APSC.

Filings with the PUCT and Texas Cities

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

     In March 1998, the PUCT disallowed recovery of $1.4 billion of company-
wide  abeyed River Bend plant costs, which have been held in abeyance since
1988.   Entergy Gulf States appealed the PUCT's decision on this matter  to
the  Travis  County District Court in Texas.  Subsequent to the  June  1999
settlement agreement discussed in Note 2 to the financial statements in the
Form  10-K,  Entergy Gulf States removed the reserve for River  Bend  plant
costs  held in abeyance and reduced the net book value of the plant  asset.
The  June  1999  settlement  agreement limits  potential  recovery  of  the
remaining plant asset, less depreciation, to $115 million as of January  1,
2002.   In  the unbundled cost of service settlement discussed  above,  and
consistent with the June 1999 settlement, Entergy Gulf States agrees not to
prosecute  its  appeal  until January 1, 2002.  Entergy  Gulf  States  also
agrees that it will not seek recovery of the abeyed plant costs through any
additional charge to Texas ratepayers.  The financial statement  impact  of
the  settlement agreement on the abeyed plant costs will ultimately  depend
on  several  factors,  including the probable  discontinuance  of  SFAS  71
accounting treatment to the Texas generation business, the determination of
the  market  value  of  generation assets, and the  possible  enactment  of
legislation in Texas requiring the pass-through or sharing of any  stranded
benefits  with Texas ratepayers.  No assurance can be given that additional
reserves or write-offs will not be required in the future.

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

     As  determined in the June 1999 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 unless the PUCT  orders
otherwise.   In  July  2001, Entergy Gulf States  filed  with  the  PUCT  a
petition  to  abolish  the fuel factor methodology and  to  permit  instead
Entergy  Gulf States' existing fixed fuel factor to remain in effect  until
the  fuel factor component of its price-to-beat rate takes effect.  Entergy
Gulf  States cannot predict whether the PUCT will grant the petition.   The
amounts collected under Entergy Gulf States' fixed fuel factor through  the
date  retail  open  access  commences are subject  to  fuel  reconciliation
proceedings before the PUCT.

      In January 2001, Entergy Gulf States filed a fuel reconciliation case
covering  the  period from March 1, 1999 to August 31, 2000.  Entergy  Gulf
States  is  reconciling approximately $583 million of  fuel  and  purchased
power  costs.   As part of this filing, Entergy Gulf States  requested  the
collection  of  $28  million, plus interest, of  under-recovered  fuel  and
purchased power costs.  A procedural schedule has been established  calling
for  a  hearing  in  August  2001.  The PUCT has deferred  additional  fuel
surcharges  for several utilities including Entergy Gulf States  until  the
final  fuel  reconciliation that is scheduled to be filed  in  March  2003.
Therefore, no assurance can be given as to the collection of the  surcharge
prior to that time.

     In  March 2001, Entergy Gulf States filed an application with the PUCT
requesting  an interim surcharge to collect $82 million, plus interest,  of
under-recovered fuel and purchased power expenses incurred  from  September
2000  through  January  2001.  In May 2001, the PUCT  denied  Entergy  Gulf
States'  request to implement the interim fuel surcharge and  ordered  that
the  uncollected fuel surcharge be carried over subject to the  final  fuel
reconciliation that is scheduled to be filed in March 2003.

Filings with the LPSC

Annual Earnings Reviews  (Entergy Corporation and Entergy Gulf States)

      In  June  2001, the LPSC approved a settlement between  Entergy  Gulf
States  and  the  LPSC  staff to refund $25.9 million, including  interest,
resolving  issues in Entergy Gulf States' third, sixth, and  seventh  post-
merger  earnings reviews filed with the LPSC in May 1996, 1999,  and  2000,
respectively.  The refund is being made over a three month period beginning
July 2001.  The settlement resolved the prospective return on common equity
issue  on  remand  from the Louisiana Supreme Court in the  third  earnings
review.   Refund  issues from the sixth and seventh earnings  reviews  were
also resolved; however, certain prospective issues remain in dispute.   The
LPSC  approved  an 11.1% return on common equity through June  2003,  which
Entergy  Gulf  States  was  allowed to include in  its  eighth  post-merger
earnings analysis discussed below.

     In May 2001, Entergy Gulf States filed its eighth 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.  A procedural schedule has
not yet been established.

Formula Rate Plan Filings  (Entergy Corporation and Entergy Louisiana)

     In May 2000, Entergy Louisiana submitted its fifth annual performance-
based formula rate plan filing.  The filing used a 1999 test year.  As a
result of this filing,  Entergy Louisiana implemented a $24.8 million base
rate  reduction in  August 2000.  Entergy Louisiana has reached a proposed
settlement  with the  LPSC staff in which Entergy Louisiana has agreed to
increase to $28.2 million the total base rate reduction,  effective August
2000.    The settlement  resolves  all  issues  in the  proceeding  except
for  Entergy Louisiana's  claim for an increase in its allowed return on
common  equity from 10.5% to 11.6%.  A procedural schedule has not yet been
established by the  LPSC for its consideration of the proposed settlement
and the return on  common equity issue.

       In   April  2001,  Entergy  Louisiana  submitted  its  sixth  annual
performance-based  formula rate plan filing, which used a 2000  test  year.
The filing   indicated  that  an  immaterial  base  rate  reduction  might
be appropriate.   This  filing  will be subject to  review  by  the  LPSC.
A procedural schedule has not yet been established by the LPSC.

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.  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
intervened in the LPSC proceeding.  In direct testimony, plaintiffs purport
to  quantify many of their claims for the period 1989 through  1998  in  an
amount totaling $544 million, plus interest.

     Entergy Louisiana has agreed to settle both of these proceedings.  The
LPSC  approved the settlement agreement following a fairness hearing before
an ALJ in November 2000.  The state court certified the plaintiff class and
approved the settlement after a fairness hearing in April 2001.  Under  the
terms  of  the settlement agreement, Entergy Louisiana agreed to refund  to
customers approximately $72 million to resolve all claims arising out of or
relating to Entergy Louisiana's fuel adjustment clause filings from January
1,  1975 through December 31, 1999, except with respect to purchased  power
and associated costs included in the fuel adjustment clause filings for the
period  May  1  through  September 30, 1999.  Entergy Louisiana  previously
recorded reserves for the refund, which Entergy Louisiana began making over
a  three month period beginning in July of 2001 through the fuel adjustment
clause.

      Also under the terms of the settlement, Entergy Louisiana consents to
future fuel cost recovery under a long-term gas contract based on a formula
that  would  likely  result in an under-recovery of actual  costs  for  the
remainder  of  the  contract's term, which runs through 2013.   The  future
under-recovery cannot be precisely estimated at this time because  it  will
depend upon factors that are not certain, such as the price of gas and  the
amount  of  gas  purchased under the long-term contract.  In recent  years,
Entergy Louisiana has made purchases under that contract totaling from  $91
million  to $121 million annually.  Had the proposed settlement terms  been
applicable  to such purchases, the under-recoveries would have ranged  from
$4 million to $9 million per year.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

     In  March  2001, Entergy Mississippi submitted its annual performance-
based  formula  rate  plan filing for the 2000 test  year.   The  submittal
indicated  that  a  $6.7 million rate increase adjustment  was  appropriate
under  the  formula rate plan.  In April 2001, the MPSC Staff  and  Entergy
Mississippi  entered into a stipulation that provides for  an  increase  of
$5.6 million, which was approved by the MPSC and was effective May 2001.

Filings with the Council (Entergy Corporation and Entergy New Orleans)

Rate Proceedings

      In  June 2001, Entergy New Orleans filed with the Council for changes
in  gas  and electric rates based on a test year ending December 31,  2000.
The  filing indicated that an increase in both gas and electric rates might
be  appropriate.  Proceedings  on Entergy New  Orleans'  filing  have  been
deferred until June 2002.

Fuel Adjustment Clause Litigation

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

      Plaintiffs  also filed this complaint with the Council  in  order  to
initiate  a  review  by the Council of the plaintiffs' 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.  Testimony was filed on behalf
of   the  plaintiffs  in  this  proceeding  in  April  2000  and  has  been
supplemented.  The testimony, as supplemented, asserts, among other things,
that  Entergy  New  Orleans  and  other defendants  have  engaged  in  fuel
procurement  and power purchasing practices and included costs  in  Entergy
New  Orleans'  fuel  adjustment that could have  resulted  in  New  Orleans
customers  being  overcharged by more than $98 million  over  a  period  of
years.   In  June  2001, the Council's Advisors filed  testimony  on  these
issues  in which they allege that Entergy New Orleans ratepayers  may  have
been  overcharged  by  more than $32 million, the vast majority of which is
reflected in the plaintiffs' claim.  However,  it  is  not  clear precisely
what  periods  and damages are being alleged in  the  proceeding.   Entergy
intends  to  defend  this  matter vigorously, both in court and  before the
Council.   Hearings   are  to  be  held  in November  2001.   The  ultimate
outcome  of  the lawsuit and the Council proceeding cannot be predicted  at
this time.

Natural Gas Purchases

      In  a  resolution adopted August 2, 2001, the Council ordered Entergy
New  Orleans  to  account for $30.1 million of certain  natural  gas  costs
charged to its gas distribution customers from July 1997 through May  2001.
The  resolution  suggests that refunds may be due to the  gas  distribution
customers  if Entergy New Orleans cannot account satisfactorily  for  these
costs.  Entergy New Orleans' response to the Council is due within 45  days
of  the adoption of the resolution.  The ultimate outcome of the proceeding
cannot be predicted at this time.

Proposed  System  Energy  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  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.

      In  July  2001, FERC denied requests for rehearing, including  System
Energy's   request.   Management  is  currently  evaluating  its   possible
responses  to  this  denial.  System Energy has  provided  reserves  for  a
potential  refund to the rate level of the initial ALJ decision,  including
interest.  Management has analyzed the financial effect of FERC's July 2000
order,  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.

Grand Gulf Accelerated Recovery Tariff  (Entergy Arkansas)

      In April 1998, FERC approved the GGART that Entergy Arkansas filed as
part  of the settlement agreement that the APSC approved in December  1997.
The  GGART was designed to allow Entergy Arkansas to pay down a portion  of
its  Grand Gulf purchased power obligation in advance of the implementation
of  retail access in Arkansas.  The GGART provides for the acceleration  of
$165.3  million of its obligation over the period January 1,  1999  through
June  30, 2004.  In April 2001, FERC approved Entergy Arkansas' filing that
requested cessation of the GGART effective July 1, 2001.  Entergy  Arkansas
made  the  filing  pursuant  to the terms of  a  December  2000  settlement
agreement  with  the APSC, which is discussed in Note 2  to  the  financial
statements in the Form 10-K.


NOTE 3.  COMMON STOCK  (Entergy Corporation)

      During  the  six  months  ended June 30,  2001,  Entergy  Corporation
repurchased  203,500  shares of common stock in  the  open  market  for  an
aggregate purchase price of approximately $7.9 million.

     During  the six months ended June 30, 2001, Entergy Corporation issued
2,197,177  shares  of its previously repurchased common  stock  to  satisfy
stock options exercised and employee stock purchases.  In addition, Entergy
Corporation  received  proceeds  of approximately  $2.1  million  from  the
issuance  of  79,473  shares  of  common stock  to  satisfy  stock  options
exercised.


NOTE 4.  LONG-TERM DEBT

(Entergy Arkansas)

     On  July  17,  2001,  Entergy Arkansas issued $100 million  of  6.125%
Series First Mortgage Bonds due July 1, 2005.  The proceeds are being  used
for  general  corporate  purposes, including the retirement  of  short-term
indebtedness associated with ice storm expenses.

(Entergy Gulf States)

      On  August 1, 2001, Entergy Gulf States retired, at maturity,  $122.8
million  of  6.41%  Series First Mortgage Bonds with  internally  generated
funds,   primarily  from  the  Entergy  inter-company  money  pool  funding
arrangement.

(Entergy Louisiana)

      On  April  1,  2001,  Entergy Louisiana retired, at  maturity,  $18.7
million  of  7.875%  Series First Mortgage Bonds with internally  generated
funds.

(Entergy Mississippi)

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

(Entergy New Orleans)

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

(System Energy)

     On August 1, 2001, System Energy retired, at maturity, $135 million of
7.71% Series First Mortgage Bonds with internally generated funds.


NOTE 5.  RETAINED EARNINGS  (Entergy Corporation)

      On July 27, 2001, Entergy Corporation's Board of Directors declared a
common stock dividend of $0.315 per share, payable on September 1, 2001, to
holders of record on August 14, 2001.


NOTE 6.  BUSINESS SEGMENT INFORMATION  (Entergy Corporation)

      Entergy's  reportable  segments as of June  30,  2001,  are  domestic
utility  and  System  Energy,  Entergy-Koch, Entergy  Wholesale  Operations
(EWO),  and  domestic non-utility nuclear.  Prior to the first  quarter  of
2001,  Entergy also reported its power marketing and trading  segment  that
engaged  in  the marketing of wholesale electricity, gas, other  generating
fuels, electric capacity, and financial instruments.  On January 31,  2001,
Entergy  contributed substantially all of the power marketing  and  trading
business to Entergy-Koch, and now reports results from the joint venture as
equity  in  earnings of unconsolidated equity affiliates in  the  financial
statements.  See Note 9 to the financial statements for further  discussion
of  the  investment  in Entergy-Koch, L.P.  EWO, which  includes  Entergy's
global  power  development business, and domestic non-utility nuclear  were
formerly  reported in "all other," but are now reportable  segments.   "All
Other"  now  includes  the parent company, Entergy Corporation,  and  other
business  activity.   Other business activity in the All  Other  column  is
principally gains or losses on the sales of businesses and the earnings  on
the proceeds of those sales.



     Entergy's  segment  financial information for the three  months  ended
June 30, 2001 and 2000 is as follows (in thousands):

                        Domestic    Entergy-    EWO*     Domestic   All Other* Eliminations  Consolidated
                        Utility       Koch/              Non-Utility
                       and System     Power               Nuclear *
                         Energy     Marketing
                                       and
                                    Trading*
                                                                          
2001
Operating Revenues     $2,022,354        $625 $315,407     $150,041     $8,092     ($1,243)    $2,495,276
Equity in Earnings
  (Loss) of Unconsol.
  Equity Affiliates             -      71,478     (698)           -          -            -        70,780
Income Taxes              115,228      26,664      308       21,403      2,239            -       165,842
Net Income (Loss)         175,155      43,463  (13,284)      33,101      7,148            -       245,583

2000
Operating Revenues     $1,697,577    $347,257  $34,901      $62,119     $8,514     ($12,580)   $2,137,788
Income Taxes              120,306       3,055   11,646        8,480      6,376            -       149,863
Net Income                186,946       5,390   27,177       12,073     14,187            -       245,773





     Entergy's segment financial information for the six months ended  June
30, 2001 and 2000 is as follows (in thousands):


                        Domestic   Entergy-      EWO*     Domestic  All Other* Eliminations  Consolidated
                        Utility      Koch/                  Non-
                       and System    Power                Utility
                         Energy    Marketing             Nuclear *
                                      and
                                   Trading*
                                                                          
2001
Operating Revenues     $4,006,062        $625  $793,352    $329,416    $20,482      ($2,235)   $5,147,702
Equity in Earnings
  (Loss) of Unconsol.
  Equity Affiliates             -      97,146    (1,603)          -          -            -        95,543
Income Taxes (Benefit)    200,733      36,838    (2,269)     42,089     (3,119)           -       274,272
Net Income (Loss)         295,593      60,028   (11,504)     64,484     (2,147)           -       406,454
Total Assets           20,706,094     620,192 1,984,206   2,093,291    958,379     (995,320)   25,366,842

2000
Operating Revenues     $3,098,921    $675,042   $62,532    $122,949    $14,276     ($24,440)   $3,949,280
Income Taxes              191,497       8,929     8,217      17,044      7,001            -       232,688
Net Income                274,284      16,926    24,946      23,531     14,496            -       354,183
Total Assets           20,228,032     724,066 1,758,639     604,973  1,542,609     (534,043)   24,324,276



Businesses  marked  with * are sometimes referred to  as  the  "competitive
businesses," with the exception of the parent company, Entergy Corporation.
Eliminations are primarily inter-segment activity.


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

     On July 30, 2000, Entergy Corporation and FPL Group, Inc. entered into
a  Merger  Agreement providing for a business combination that  would  have
resulted  in  the  creation of a new company.  On April  1,  2001,  Entergy
Corporation and FPL Group, Inc. terminated the Merger Agreement  by  mutual
decision.   Both companies agreed that no termination fee is payable  under
the  terms  of  the  Merger Agreement, unless within  nine  months  of  the
termination  one  party agrees to a substantially similar transaction  with
another  party.   Each  company will bear its own merger-related  expenses.
Entergy has filed for withdrawal of its merger-related filings submitted to
the FERC, the SEC, and state and local regulatory agencies.


NOTE   8.    DERIVATIVE   INSTRUMENTS  AND  HEDGING  ACTIVITIES    (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  was  implemented  effective
January  1,  2001.   This  statement  requires  that  all  derivatives   be
recognized in the balance sheet, either as assets or liabilities,  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 to ensure adequate power supplies and to mitigate certain risks in the
       domestic utility business; and
     o to hedge cash flows for certain risks in its competitive businesses,
       including certain interest rate, currency, and commodity price risks.

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

      FASB  is  considering certain interpretations of SFAS 133 that  could
affect the power industry.  Entergy's interpretation of these issues in its
initial implementation of SFAS 133 is based on management's application  of
existing  accounting  literature.   To  the  extent  that  FASB  ultimately
interprets  these  issues  differently than  Entergy,  Entergy's  financial
statements  could  be materially affected in future periods,  although  the
amount of the possible effect cannot be quantified at this time.


NOTE 9.  INVESTMENT IN ENTERGY-KOCH, L.P.  (Entergy Corporation)

     On January 31, 2001, subsidiaries of Entergy and Koch Industries, Inc.
formed  Entergy-Koch, L.P., a limited partnership equally owned by  Entergy
and  Koch  Industries,  Inc.  An eight-member board of  directors,  equally
appointed by Entergy and Koch Industries, Inc., governs Entergy-Koch,  L.P.
As  part  of the joint venture agreement, Entergy contributed substantially
all  of  its power marketing and trading business in the United States  and
the  United  Kingdom  and made other contributions,  including  equity  and
loans,  totaling $414 million.  Koch contributed to the venture its  9,000-
mile  Koch  Gateway  Pipeline  (which  has  been  renamed  the  Gulf  South
Pipeline), gas storage facilities, including the Bistineau storage facility
near  Shreveport,  Louisiana, and Koch Energy Trading, which  marketed  and
traded  electricity,  gas,  weather derivatives, and  other  energy-related
commodities  and services.  Entergy's investment in Entergy-Koch,  L.P.  is
accounted for under the equity method of accounting.  Certain terms of  the
partnership arrangement allocate income from various sources, and the taxes
on  that  income,  on  a  disproportionate basis.   These  disproportionate
allocations have been favorable to Entergy in the aggregate in 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.

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

      See  "Ratepayer Lawsuits, Entergy Louisiana Fuel Clause  Lawsuit"  in
Item  1 of Part I of the Form 10-K for a discussion of the complaints filed
by ratepayers with the LPSC and in Louisiana state court in Orleans Parish.
See "Filings with the LPSC, Fuel Adjustment Clause Litigation" and "Filings
with  the  Council,  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.

     See "Ratepayer Lawsuits, Vidalia Project Sub-Docket" in Item 1 of Part
I  of the Form 10-K and in Item 1 of Part II of the 2001 first quarter Form
10-Q  for  a  discussion  of  the sub-docket  established  in  the  Entergy
Louisiana Fuel Clause Lawsuit at the LPSC.

Franchise Service Area Litigation  (Entergy Gulf States)

     See  "Franchise Service Area Litigation" in Item 1 of Part  I  of  the
Form  10-K for a discussion of the litigation with Beaumont Power  &  Light
(BP&L).  In May 2000, the PUCT voted to remand the proceeding back  to  the
ALJ to allow BP&L to provide further evidence.  A hearing on the merits  of
the case has been scheduled for October 2001.

Hindusthan Development Corporation, Ltd.  (Entergy Corporation)

     See "Hindusthan Development Corporation, Ltd." in Item 1 of Part I  of
the  Form  10-K  for  a discussion of the arbitration proceeding  in  India
against  Entergy  Power  Asia  Ltd. (EPAL), a  wholly-owned  subsidiary  of
Entergy  Corporation.  In the second quarter of 2001, EPAL and HDC  settled
the arbitration for an immaterial amount, and the claim has been dismissed.


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

Election of Board of Directors

                            Entergy Corporation

     The annual meeting of stockholders of Entergy Corporation was held on
May  11,  2001.   The  following matters were voted on  and  received  the
specified number of votes for, abstentions, votes withheld (against),  and
broker non-votes:

1.   Election of Directors:

                                                                   Broker
Name of Nominee      Votes For    Abstentions    Votes Withheld  Non-Votes

Maureen S. Bateman  176,556,569      N/A           12,652,626       N/A
W. Frank Blount     176,655,654      N/A           12,553,541       N/A
George W. Davis     176,606,967      N/A           12,602,228       N/A
Norman C. Francis   176,572,938      N/A           12,636,257       N/A
J. Wayne Leonard    176,664,856      N/A           12,544,339       N/A
Robert v.d. Luft    176,622,393      N/A           12,586,802       N/A
Kathleen A. Murphy  176,634,842      N/A           12,574,353       N/A

                                                                   Broker
Name of Nominee         Votes For    Abstentions  Votes Withheld  Non-Votes

Paul W. Murrill        176,592,924       N/A        12,616,271     N/A
James R. Nichols       176,669,396       N/A        12,539,799     N/A
William A. Percy, II   176,597,119       N/A        12,612,076     N/A
D. H. Reilley          176,601,257       N/A        12,607,938     N/A
Wm. Clifford Smith     176,662,576       N/A        12,546,619     N/A
Bismark A. Steinhagan  176,635,906       N/A        12,573,289     N/A

(Entergy Arkansas)

      A  consent in lieu of the annual meeting of common stockholders  was
executed  on June 27, 2001.  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 June 27, 2001.  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 June 27, 2001.  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 June 27, 2001.  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 June 27, 2001.  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, 2001.  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

Environmental Regulation  (Entergy Gulf States, Entergy Louisiana)

      The  State  of  Louisiana  is  considering  future  emission  control
strategies to address continued ozone non-attainment status of areas in and
around  Baton  Rouge, Louisiana.  In May 2001 the Louisiana  Department  of
Environmental Quality issued an advance notice of rulemaking for control of
NOx  as  part of a developing plan to bring this area into attainment  with
the  air  quality  standards for ozone by May 2005.   The  notice  contains
certain  provisions  that would lead to installation  of  new  NOx  control
equipment  at  Entergy Gulf States and Entergy Louisiana generating  units.
Preliminary   analyses  indicate  compliance  costs  are   likely   to   be
approximately  $120  million  but could be as much  as  approximately  $300
million  overall.  Entergy Gulf States and Entergy Louisiana at  this  time
are  expected  to  incur roughly similar shares of these additional  costs.
Most  of  the related expenditures would take place in 2003 and 2004.   The
final  rule  is  expected to be in place by December 2001.  Cost  estimates
will   be  refined  as  engineering  studies  progress  before  and   after
promulgation  of  the  final rule and approval of the state  implementation
plan by EPA.  Entergy Gulf States and Entergy Louisiana will be required to
obtain  revised operating permits and meet new, lower emission  limits  for
NOx.    Entergy  expects  to  file  before  October  2002  revised   permit
applications containing its detailed compliance strategy.

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,            June 30,
                       1996   1997   1998   1999   2000     2001

Entergy Arkansas       2.93    2.54 2.63   2.08    3.01      3.02
Entergy Gulf States    1.47    1.42 1.40   2.18    2.60      2.81
Entergy Louisiana      3.16    2.74 3.18   3.48    3.33      3.04
Entergy Mississippi    3.40    2.98 3.12   2.44    2.33      2.29
Entergy New Orleans    3.51    2.70 2.65   3.00    2.66      1.97
System Energy          2.21    2.31 2.52   1.90    2.41      2.36


                       Ratios of Earnings to Combined Fixed Charges
                                  and Preferred Dividends
                                    Twelve Months Ended
                                    December 31,            June 30,
                         1996   1997   1998   1999   2000     2001

Entergy Arkansas         2.44    2.24 2.28   1.80   2.70       2.71
Entergy Gulf States (a)  1.19    1.23 1.20   1.86   2.39       2.69
Entergy Louisiana        2.64    2.36 2.75   3.09   2.93       2.69
Entergy Mississippi      2.95    2.69 2.80   2.18   2.09       2.08
Entergy New Orleans      3.22    2.44 2.41   2.74   2.43       1.82

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


Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

  4(a) -    Third Amended and Restated Credit Agreement, dated as  of
            May  17, 2001, among Entergy, the Banks (Citibank,  N.A.,
            ABN AMRO Bank N.V., The Bank of New York, Bayerische Hypo-
            und Vereinsbank AG (New York Branch), The Industrial Bank
            of  Japan,  Ltd.,  The  Fuji  Bank,  Limited,  Bayerische
            Landesbank  Girozentrale, The Chase Manhattan  Bank,  The
            Royal Bank of Scotland PLC, The Bank of Nova Scotia, Bank
            One,  N.A.,  Barclays Bank PLC, Mellon Bank, N.A.,  Royal
            Bank of Canada, Union Bank of California, N.A., IntesaBCI
            (Los   Angeles  Foreign  Branch),  KBC  Bank  N.V.,   and
            Westdeutsche  Landesbank  Girozentrale),  and   Citibank,
            N.A., as Agent

  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.
___________________________

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  June  30, 2001, 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 June 30, 2001.

**   Incorporated herein by reference as indicated.


     (b)   Reports on Form 8-K

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

           A  Current Report on Form 8-K, dated April  2,  2001,
           was  filed  with the SEC on April 2, 2001,  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 April  3,  2001,
           was  filed  with the SEC on April 3, 2001,  reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

     Entergy Corporation

           A  Current Report on Form 8-K, dated April 25,  2001,
           was  filed  with the SEC on April 25, 2001, reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".


     Entergy Corporation

           A Current Report on Form 8-K, dated July 3, 2001, was
           filed  with  the  SEC  on  July  3,  2001,  reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

     Entergy Corporation

           A Current Report on Form 8-K, dated July 5, 2001, was
           filed  with  the  SEC  on  July  5,  2001,  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 5, 2001, was
           filed  with  the  SEC  on  July  5,  2001,  reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

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

           A Current Report on Form 8-K, dated July 6, 2001, was
           filed  with  the  SEC  on July  13,  2001,  reporting
           information under Item 5. "Other Events".

     Entergy Corporation

           A  Current  Report on Form 8-K, dated July 31,  2001,
           was  filed  with the SEC on July 31, 2001,  reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".



                                 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:     August 10, 2001