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

                              FORM 10-Q


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

          For the Quarterly Period Ended September 30, 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 October 31, 2001
Entergy Corporation      ($0.01 par value)            221,039,413

      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
Reports  on Form 10-Q for the quarters ended March 31, 2001 and  June  30,
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
                            September 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                                 13
     Consolidated Statements of Income                     21
     Consolidated Statements of Cash Flows                 22
     Consolidated Balance Sheets                           24
     Consolidated Statements of Retained Earnings,
      Comprehensive Income, and Paid-In Capital            26
     Selected Operating Results                            27
  Entergy Arkansas, Inc.:
     Results of Operations                                 28
     Income Statements                                     32
     Statements of Cash Flows                              33
     Balance Sheets                                        34
     Selected Operating Results                            36
  Entergy Gulf States, Inc.:
     Results of Operations                                 37
     Income Statements                                     40
     Statements of Cash Flows                              41
     Balance Sheets                                        42
     Selected Operating Results                            44
  Entergy Louisiana, Inc.:
     Results of Operations                                 45
     Income Statements                                     48
     Statements of Cash Flows                              49
     Balance Sheets                                        50
     Selected Operating Results                            52
  Entergy Mississippi, Inc.:
     Results of Operations                                 53
     Income Statements                                     56
     Statements of Cash Flows                              57
     Balance Sheets                                        58
     Selected Operating Results                            60
  Entergy New Orleans, Inc.:
     Results of Operations                                 61
     Income (Loss) Statements                              64
     Statements of Cash Flows                              65
     Balance Sheets                                        66
     Selected Operating Results                            68
  System Energy Resources, Inc.:
     Results of Operations                                 69
     Income Statements                                     71
     Statements of Cash Flows                              73
     Balance Sheets                                        74
Notes to Financial Statements for Entergy Corporation
 and Subsidiaries                                          76
Part II:
  Item 1.  Legal Proceedings                               89
  Item 4.  Submission of Matters to a Vote of Security
             Holders                                       89
  Item 5.  Other Information                               89
  Item 6.  Exhibits and Reports on Form 8-K                90
Signature                                                  93



                                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.
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
DOE                      United States Department of Energy
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
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 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 NYPA by Entergy's domestic
                         non-utility nuclear business
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                      Gigawatt hours, which equals one million kilowatt-
                         hours
Indian Point 2           Indian  Point  2  nuclear  power  plant,  951  MW
                         facility located in Westchester County, New York,
                         purchased  in  September 2001  from  Consolidated
                         Edison  by Entergy's domestic non-utility nuclear
                         business
Indian Point 3           Indian  Point  3  nuclear  power  plant,  980  MW
                         facility located in Westchester County, New York,
                         purchased in November 2000 from NYPA by Entergy's
                         domestic non-utility nuclear business



Abbreviation or Acronym       Term

LDEQ                     Louisiana Department of Environmental Quality
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), which equals one thousand  kilowatt-
                         hours
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
weather-adjusted usage   electric  usage excluding the effects of  weather
                         deviations




                   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.
Set forth below are updates to the information contained therein.

Domestic Transition to Competition

State Regulatory Activity

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  September
2001, the APSC staff issued a report recommending the following:

     o the APSC use its statutory authority to delay retail open access
       until October 1, 2004;
     o the APSC recommend to the Arkansas General Assembly that legislation
       be enacted to further delay or repeal retail open access, with repeal
       as the better approach; and
     o further suspension of all rulemaking activity to implement retail
       open access.

Entergy  Arkansas  agreed  in  reply  testimony  to  the  APSC's  proposed
additional delay of retail open access, but opposed repeal of deregulation
legislation  as premature at this time.  A hearing is currently  scheduled
for November 2001.

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, including  delay  in
the  implementation of retail competition until September 15,  2002.   See
Note  2  to  the  financial statements herein for a  discussion  of  these
developments.

Louisiana

      In  July 2001, the LPSC  staff concluded that retail competition  is
not  in  the  public  interest  at  this  time  for  any  customer  class.
Nevertheless, the LPSC staff has  recommended that retail open  access  be
made available for certain large  industrial customers as early as January
2003.   An  eligible customer choosing  open access 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 recommended that  all
customers who do not currently co- or  self-generate, or have co- or self-
generation under construction as of a  date specified by the LPSC,  remain
liable for their share of stranded costs. During its October 2001 meeting,
the  LPSC  adopted  dates by which a total  of 800  MW  of  co-  or  self-
generation  could  be developed in Louisiana  without  being  affected  by
stranded costs. During its November 2001 meeting,  the LPSC decided not to
adopt  a  plan  for  retail  open  access  at  this   time,  but  to  have
collaborative  group meetings concerning open access  from time  to  time,
and to have the LPSC staff monitor developments in  neighboring states and
to   report  to  the  LPSC  regarding  the  progress   of  retail   access
developments  in  those states.  At this time, no   further  moves  toward
retail  access in Louisiana appear likely until  sometime during or  after
2004.




                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


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.
See  Note  2  to  the  financial statements herein for retail  competition
developments, including delay in the implementation of retail open access.
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 for Entergy Gulf States;
     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 December 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 from the inception of retail open
       access in Texas for Entergy Gulf States 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.

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.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS

     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 September 2001 an ALJ  issued  a
report  on  the mediation in the Southeast, and a decision  from  FERC  is
pending.   The  ALJ's  recommendation  contains  a  structure  that  would
continue  to  allow  Entergy to pursue the development of  an  independent
transmission  company that operates within and under the  oversight  of  a
larger RTO.

      Transco proceedings with state and local regulatory commissions have
been  suspended for the domestic utility companies pending further  action
in the FERC-mandated mediation proceedings.

      In  September 2001, the LPSC ordered Entergy Gulf States and Entergy
Louisiana  to show cause as to why these companies should not be  enjoined
from  transferring their transmission assets to a Transco or  any  similar
organization, asserting that FERC does not have jurisdiction to mandate  a
Transco  or  RTO.   In  October  2001, Entergy  Gulf  States  and  Entergy
Louisiana  filed  a  response  to the LPSC's  show  cause  directives.   A
procedural schedule in this proceeding has been established, and  hearings
are  scheduled for November 2001.  The ultimate outcome of this proceeding
cannot be predicted at this time.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


State and Local Rate Regulation

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

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 not to give final approval to Entergy Arkansas' 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  the general rate proceeding that is currently scheduled  to  be
filed  in  January 2002.  No assurance can be give as to  the  timing  or
outcome of these proceedings before the APSC.

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  may   require   the
discontinuance of the application of SFAS 71 accounting treatment to  that
business.   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.

     The regulatory proceedings in Texas and Louisiana affecting the Texas
transition  to  competition  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.   As  discussed  in  Note  2,  several
uncertainties  still  exist in the transition  to  competition  in  Texas,
including  the effects of the settlement agreement that the PUCT  approved
that  delays  retail  open  access until  at  least  September  15,  2002.
Therefore,  the  criteria  under  EITF  97-4  for  discontinuing  SFAS  71
treatment have not been met as of September 30, 2001.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS

Attacks of September 11, 2001

      Since the attacks on New York and Washington, D.C. on September  11,
2001,  security at Entergy's nuclear power plants has been at a heightened
alert  level.   Entergy  is  working with the  NRC  and  other  government
agencies  on  security at the nuclear sites.  Based  on  current  security
plans, management does not expect a material effect on Entergy's financial
statements  to  result  from  additional security  measures  that  may  be
implemented  at  its  nuclear  sites.   As  the  NRC,  other  governmental
entities,  and  the industry continue to consider security issues,  it  is
possible that more extensive security plans requiring higher than expected
costs could be required.

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 withdrawn its merger-related filings submitted to  FERC,  the
SEC, and state and local regulatory agencies.

New Accounting Pronouncements

      The  FASB  issued several new accounting pronouncements in mid-2001.
See  Note  10 to the financial statements for a discussion of the expected
effects of these pronouncements on Entergy.




                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


Cash Flows

Operating Activities

      Following  are  net cash flows provided by operating activities  for
Entergy,  the domestic utility companies, and System Energy for  the  nine
months ended September 30, 2001 and 2000:


           Company                2001           2000
                                       (In Millions)

     Entergy                    $1,228.8       $1,439.2
     Entergy Arkansas             $186.5         $261.7
     Entergy Gulf States          $248.9         $242.3
     Entergy Louisiana            $312.3         $214.5
     Entergy Mississippi           $63.1         $120.7
     Entergy New Orleans           $17.2          $10.2
     System Energy                $322.1         $372.2

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

     o a decrease, after eliminating the effect of money pool activity, of
       $65 million in cash provided by the domestic utility companies and
       System Energy;
     o net  cash used of $108 million by the energy commodity services
       segment thus far in 2001.  The energy commodity services segment
       includes the EWO business and the Entergy-Koch joint venture.  In
       2001, EWO used $68  million of net cash in operating activities
       compared with  EWO providing $30 million of operating cash flow in
       2000.  This fluctuation is primarily due to a net loss, excluding the
       gain on the sale of the Saltend plant, generated in 2001 compared
       with net income generated in 2000.  Entergy-Koch/power marketing and
       trading used $40 million of net cash in operating activities in 2001
       compared with power marketing and trading providing $48 million of
       operating cash flow in 2000.  This fluctuation is primarily because,
       although income from this activity is higher in 2001, Entergy has
       not received dividends from Entergy-Koch.  Entergy did not expect
       to receive dividends from Entergy-Koch in 2001 as the joint venture
       retains capital for its liquidity needs; and
     o an increase, after eliminating the effect of money pool activity, of
       $38 million in cash used by the parent company, Entergy Corporation,
       primarily due to increased interest costs and the payment of merger-
       related costs.

     These  decreases  in  consolidated  net  operating  cash  flow   were
partially  offset  by  a  $99 million increase in  cash  provided  by  the
domestic non-utility nuclear business, primarily from the operation of the
FitzPatrick and Indian Point 3 plants, purchased in the fourth quarter  of
2000.

     Payments  for  power restoration costs associated with  the  December
2000  ice storms in Arkansas, along with lower net income, contributed  to
the  overall  decrease  in operating cash flow provided  by  the  domestic
utility  companies and System Energy.  Increases in income  taxes  accrued
resulting from book and tax income timing differences added operating cash
flow  in  2001  compared to 2000.  Management expects  that  these  timing
differences  may  continue  to  increase operating  cash  flow  in  future
periods.


                   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:

                                Nine Months Ended     Nine Months Ended
             Company              Sept. 30, 2001       Sept. 30, 2000
                                            (In Millions)

     Entergy Arkansas                 $48.2               ($30.5)
     Entergy Gulf States                  -               ($36.1)
     Entergy Louisiana                    -               ($91.5)
     Entergy Mississippi              $13.6               ($43.2)
     Entergy New Orleans              $13.2                ($6.7)

For  the  lenders  to the money pool for the first nine  months  of  2001,
Entergy  Gulf States' money pool associated company receivables  increased
$49.3   million,   Entergy  Louisiana's  money  pool  associated   company
receivables  decreased  $14.1  million, and  System  Energy's  money  pool
associated  company receivables decreased $8.3 million, in each  case  for
the  nine  months  ended September 30, 2001.  For the  nine  months  ended
September  30,  2000,  System  Energy's  money  pool  associated   company
receivables decreased $144.5 million.

      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 nine  months
ended  September 30, 2001 compared to the nine months ended September  30,
2000 primarily due to:

     o approximately $600 million paid to acquire the Indian Point 2 nuclear
       plant in September 2001;
     o capital  contributions made in the formation  of  Entergy-Koch,
       discussed below in "Uses of Capital - Energy Commodity Services;"
     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;"
     o the maturity of other temporary investments in 2000 and additional
       temporary investments made in 2001; and
     o proceeds from the sale of the Freestone power project in 2000.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


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

     o receipt of approximately $810 million in proceeds from the sale of
       the Saltend plant to Calpine Corporation in August 2001;
     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 - Energy Commodity Services;" 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.   Entergy Mississippi's fuel recovery mechanism changed
       effective January 2001, and Entergy Mississippi's fuel cost
       under-recoveries incurred after that date will be recoverable over
       less than a twelve-month period.  The companies will earn a return
       on the under-recovered balances.

Financing Activities

     Financing  activities  provided cash during the  nine  months  ended
September 30, 2001 compared with using cash during the nine months  ended
September 30, 2000 primarily due to:

     o borrowings made during 2001 under the Entergy Corporation credit
       facility, including approximately $600 million used in the Indian
       Point 2 acquisition;
     o decreased repurchases of Entergy Corporation common stock in 2001.
       Entergy anticipates limited repurchase activity for the remainder
       of 2001;
     o redemption of Entergy Gulf States' preference stock in 2000; and
     o increased common stock issuances, primarily associated with the
       exercise of stock options.

Partially offsetting the increase in cash provided by financing activities
were the following for the same period:

     o the approximately $550 million retirement of the Saltend credit
       facility in August 2001 when the plant was sold;
     o a higher amount of debt issued by the domestic utility companies in
       2000 than in 2001; and
     o no additional borrowings in 2001 under the Saltend and Damhead Creek
       credit facilities due to the completion of construction of the
       plants in 2000.

System Energy Proposed Rate Increase Refund

      In  the third quarter of 2001, FERC's order in System Energy's 1995
rate  proceeding  became final.  As a result, management  expects  System
Energy  to  pay  a refund of approximately $520 million to  four  of  the
domestic  utility companies when FERC accepts System Energy's  compliance
filing.  System Energy's cash on hand, other temporary investments, money
pool  receivables,  and its ability to borrow from  the  money  pool  are
believed to be sufficient to fund the refund.  Management expects  System
Energy   to   pay   approximately  $187  million  to  Entergy   Arkansas,
approximately  $73  million  to  Entergy  Louisiana,  approximately  $172
million  to Entergy Mississippi, and approximately $88 million to Entergy
New  Orleans.  Up to approximately half of these amounts will in turn  be
refunded to customers of these domestic utility companies.  In the  third
quarter 2001, System Energy recorded an associate company payable for the
refund, and each of the operating companies recorded an associate company
receivable  for  the refund from System Energy and a  liability  for  the
amount payable to their customers.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


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

      Each of the domestic utility companies issued debt in 2001, with the
exception  of  Entergy Louisiana.  See Note 4 to the financial  statements
herein for details regarding long-term debt issued and retired in 2001.

      As shown in the earnings ratios in Item 5 of this Form 10-Q, Entergy
New  Orleans' earnings for the twelve months ended September 30, 2001 were
not  adequate  to cover its fixed charges.  Under its mortgage  covenants,
Entergy New Orleans does not have the capacity to issue new secured  debt.
Management  did  not have plans to issue new secured debt at  Entergy  New
Orleans  through at least 2002, however, and believes that its  short-term
and  unsecured  borrowing capacity will be sufficient for its  foreseeable
capital   needs.   Under  restrictions  contained  in  its   articles   of
incorporation, Entergy New Orleans could issue approximately  $20  million
of new unsecured debt as of September 30, 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                Current Limit

       Entergy Mississippi              $160 million
       Entergy New Orleans              $100 million
       Other Entergy non-SEC            $420 million
        registrant subsidiaries

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.

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

                                         Outstanding
                Company                   Borrowings

     Entergy Arkansas                 $78.9 million
     Entergy Mississippi              $46.8 million
     Entergy New Orleans              $19.0 million
     Other Entergy non-SEC            $95.7 million
      registrant subsidiaries



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


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

                                               Amount of     Amount Drawn
        Company           Date Obtained        Facility       as of Sept.
                                                               30, 2001

 Entergy Arkansas        January 31, 2001     $63 million          -
 Entergy Louisiana       January 31, 2001     $15 million          -
 Entergy Mississippi     February 2, 2001     $25 million          -

Entergy Louisiana's credit facility originally was $30 million, and it was
reduced  to  its current level 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 $1.25 billion.   In
July  2001, the borrowing capacity on the facility was increased to $1.325
billion,  of  which  $1.05 billion was drawn as  of  September  30,  2001.
Entergy  Corporation  has used borrowings from the  facility  for  general
corporate  purposes  and  to  make additional investments  in  competitive
businesses,  including  the approximately $600 million  paid  to  purchase
Indian Point 2 from Consolidated Edison in September 2001.

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 September 30, 2001, Entergy's investments  subject  to
this  rule  totaled  $1.36  billion  constituting  40.2%  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.

Other Uses of Capital by Entergy Corporation

      For  the  nine months ended September 30, 2001, Entergy  Corporation
paid  $202  million  in cash dividends on its common  stock  and  received
dividend  payments  and  returns of capital  totaling  $307  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.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


Domestic Non-Utility Nuclear

     In connection with the acquisition of FitzPatrick and Indian Point 3,
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
consolidated  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.  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" in the Other
Property  and  Investments section of the consolidated  balance  sheet  at
September 30, 2001.

     In August 2001 Entergy's domestic non-utility nuclear business agreed
to  purchase  the  510 MW Vermont Yankee Nuclear Power  Plant  in  Vernon,
Vermont,  from Vermont Yankee Nuclear Power Corporation (VYNPC)  for  $180
million, to be paid in cash upon closing.  Entergy will receive the plant,
nuclear  fuel,  inventories, and related real estate.   The  liability  to
decommission the plant, as well as related decommissioning trust funds  of
approximately $280 million, will also be transferred to Entergy.  Under  a
10-year  power purchase agreement (PPA) executed in conjunction  with  the
transaction, Entergy will sell 100% of the plant's output up to 510 MW  to
VYNPC's  current  owner-utilities.  The PPA includes an adjustment  clause
where  the prices specified in the PPA will be adjusted downward annually,
beginning  in  2006,  if power market prices drop below  the  PPA  prices.
Management expects to close the transaction by the spring of 2002, pending
the  approvals of the NRC, the Public Service Board of Vermont, and  other
regulatory agencies.

Energy Commodity Services

Entergy Wholesale Operations

     As  discussed  in  the  Form 10-K, Entergy had plans  to  spend  $3.6
billion in the years 2001 through 2003 in its capital investment plan  for
EWO's global development business.  Investment through September 30, 2001,
however,  is behind the amounts included in the plan.  Primarily  this  is
because  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.  The decline is adversely impacting the profitability
of  power  projects  selling into power markets on a  spot  or  short-term
basis.  EWO is attempting to address this spark spread uncertainty through
long-term  power  sales and tolling agreements in its project  development
efforts.  Nevertheless, management can provide no assurance that EWO  will
be  able  to obtain long-term agreements for these projects.  An inability
to  structure projects to mitigate these risks could result in a reduction
in the capital spending plans.


                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


     Also  as  discussed  in the Form 10-K, the global  power  development
business  obtained contracts in October 1999 to acquire 36  turbines  from
General  Electric.  As noted below, the rights and obligations  under  the
contracts  for 22 of the turbines were sold to a third party in May  2001.
In  conjunction with Entergy's obligations related to this  sale,  Entergy
retained   certain  rights  to  reacquire  turbines  or  to   cancel   the
construction  of turbines.  Thus far, EWO has placed 17 of the  originally
planned   36   turbines  at  sites  that  are  either   operating,   under
construction,  or  sold.    In  addition, cancellation  of  four  turbines
subject to the May 2001 sale agreement is pending.  If EWO were to  decide
to  cancel  the remaining turbines subject to the May 2001 sale agreement,
its  exposure  at September 30, 2001 would be approximately $250  million.
This  exposure, however, does not take into account Entergy's  ability  to
sell the turbines (subject to certain consent rights of General Electric),
and  EWO's  ongoing efforts to develop sites for the turbines.   EWO  will
continue  to  actively manage its assets as an investment  portfolio,  and
attempt   to   maximize  flexibility  to  respond  to   different   market
environments.  Active management of the portfolio by EWO will continue  to
result  in:   the  sale of projects at various stages in  their  planning,
development, or operation; the abandonment of projects; or the  commercial
operation of projects by EWO.

     As  part of its turbine acquisition program, an EWO subsidiary (EPDC)
sold  its  rights and obligations under certain of the turbine acquisition
contracts with General Electric Company to a third party in May 2001.  The
rights  to  22  turbines were included in the sale.  As discussed  in  the
preceding  paragraph, cancellation of four of these turbines  is  pending,
and  three  others have been committed to a site under construction.   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.

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 (which has been  renamed
the  Gulf South Pipeline), gas storage facilities, including the Bistineau
storage  facility  near Shreveport, Louisiana, and  Koch  Energy  Trading,
which  markets and trades electricity, gas, weather derivatives, and other
energy-related commodities and services.




                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      Entergy's  consolidated earnings applicable  to  common  stock  were
$312.5  million  and $705.5 million for the three and  nine  months  ended
September  30, 2001, respectively.  The changes in earnings applicable  to
common  stock  by operating segments for the three and nine  months  ended
September 30, 2001, compared to the same periods in 2000, are as follows:



                                                          Three Months Ended     Nine Months Ended
                     Operating Segments                   Increase/(Decrease)   Increase/(Decrease)
                                                                       (In Thousands)
                                                                               
Domestic Utility and System Energy                               ($60,386)           ($34,339)
Domestic Non-Utility Nuclear                                       28,089              68,888
Energy Commodity Services (primarily EWO and Entergy-Koch)         60,414              67,066
Other, including parent company                                   (15,567)            (32,057)
                                                                  -------             -------
  Total                                                           $12,550             $69,558
                                                                  =======             =======
Increases in earnings per average common share for Entergy:
  Basic                                                                4%                 15%
  Diluted                                                              4%                 13%




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

     The  decreased  earnings for the domestic utility and System  Energy
segment  for  the  three and nine months ended September  30,  2001  were
primarily  due to a decrease in net revenues and an increase in  interest
expense.   The decrease in earnings was partially offset by decreases  in
decommissioning  expense, other operation and maintenance  expenses,  and
depreciation  and  amortization expense,  each  of  which  resulted  from
entries  made  after  receipt of a final FERC order addressing  the  1995
System  Energy  rate  increase  filing,  as  well  as  net  increases  in
regulatory  credits.  See Note 2 to the financial statements  herein  for
further discussion of the System Energy rate proceeding.

     The increased earnings for domestic non-utility nuclear in 2001 were
primarily due to the operation of FitzPatrick and Indian Point 3, each of
which Entergy purchased in November 2000.

      The  increased earnings in 2001 for energy commodity services  were
primarily due to:

     o a $69.9 million ($45.4 million net of tax) gain reported in third
       quarter revenues due to the sale of EWO's Saltend plant in August 2001;
       and
     o favorable results from Entergy-Koch.  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 50% share in the investment 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.


                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      The  increased earnings for energy commodity services for the three
and  nine  months ended September 30, 2001 was partially  offset  by  the
following events, which are discussed in more detail below, that occurred
at EWO:

     o a loss reserve recorded in connection with the pending cancellation
       of four gas turbines previously expected to be operational in 2005;
     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 gain on the sale of the Freestone project located in Fairfield,
       Texas, in June 2000;
     o an increase in depreciation expense due to commercial operation of
       the Saltend and Damhead Creek plants; and
     o an increase in interest expense.

The  increased  expenses  from the commercial operation  of  Saltend  and
Damhead  Creek more than offset the operating margin generated  by  those
plants in 2001.

     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 nine months ended September 30,  2001
compared to the same periods in 2000 are as follows:

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

Base rate changes                        $2.2                ($21.7)
Rate riders                             (22.2)                (20.9)
Fuel cost recovery                      (78.9)                763.5
Sales volume/weather                    (69.4)                (26.6)
Other revenue (including unbilled)     (224.0)               (281.5)
Sales for resale                         (6.5)                 34.3
                                      -------                ------
   Total                              ($398.8)               $447.1
                                      =======                ======

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.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


     The decrease in fuel cost recovery revenue for the three months ended
September 30, 2001 was primarily due to decreased fuel and purchased power
costs  recovered through fuel mechanisms at Entergy Louisiana and  in  the
Louisiana jurisdiction of Entergy Gulf States.  The decrease was partially
offset  by  increased fuel recovery factors at Entergy  Arkansas,  Entergy
Mississippi, and in the Texas jurisdiction of Entergy Gulf States.

      The increase in fuel cost recovery revenue for the nine months ended
September 30, 2001 was 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 early in 2001.

      Corresponding to the decrease in fuel cost recovery revenue for  the
three  months ended September 30, 2001, fuel and purchased power  expenses
related  to electric sales decreased approximately $86.0 million primarily
due to:

     o a decrease in the market price of natural gas; and
     o the receipt in September 2001 of a final FERC order requiring System
       Energy to refund a portion of its December 1995 rate increase.  The
       effect of the order reduced purchased power expenses by $27.9 million
       for the portion  of the refund related to the Entergy Arkansas and
       Entergy Louisiana retained shares of Grand Gulf 1.

     An  increase  of $752.5 million in fuel and purchased power  expenses
related  to  electric  sales corresponded to the  increase  in  fuel  cost
recovery  revenue  for  the nine months ended  September  30,  2001.   The
increase was primarily due to an increase in the market prices of  natural
gas and purchased power early in 2001.

Other effects on electric operating revenue

      Lower electric sales volume reduced revenues for the three and  nine
months ended September 30, 2001 due to decreased weather-adjusted usage of
861  GWH  and  1,159  GWH,  respectively.  Each domestic  utility  company
experienced  decreases in weather-adjusted usage.   However,  the  primary
decreases  in  weather-adjusted usage were from  industrial  customers  at
Entergy Louisiana and Entergy Gulf States.  Electric sales vary seasonally
in  response  to weather and usually peak in the summer.   The  effect  of
milder-than-normal  summer weather conditions also caused  a  decrease  in
electric sales in 2001.  For the three and nine months ended September 30,
2001,  electric  sales volume in the domestic utility  companies'  service
territories  decreased  1,250 GWH and 324 GWH, respectively,  due  to  the
impact of weather conditions.  The decrease for the nine months ended  was
partially  offset by an increase in electric sales volume  in  residential
and  commercial sectors at Entergy Arkansas.  The number of  customers  in
the   domestic  utility  companies'  service  territories  increased  only
slightly during these periods.

     Other revenue decreased for the three and nine months ended September
30, 2001, primarily reflecting the receipt of a final FERC order requiring
System  Energy  to  refund a portion of its December 1995  rate  increase,
which  increased provisions for rate refunds $93 million at System Energy.
Unbilled  revenues decreased for the three and nine months ended September
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
nine  months  ended  September 30, 2001 due to  higher  prices  of  resale
electricity early in 2001.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Gas operating revenues

      Natural  gas  revenues increased $63.0 million for the  nine  months
ended  September  30, 2001, primarily due to increased market  prices  for
natural  gas early in 2001 and additional sales volume due to the  colder-
than-normal winter.  The increase in gas revenues was partially offset  by
an increase of approximately $54.4 million in gas purchased for resale for
the same period.

Other effects on results

     Results  for the three and nine months ended September 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  $15.7
       million for the three months ended and $62.7 million for the nine
       months ended, which are explained below;
     o a decrease in decommissioning expense at System Energy of $31.5
       million for both the three and nine months ended resulting from the
       final resolution of the FERC order addressing the 1995 rate increase
       filing;
     o decreases in depreciation and amortization expense at System Energy
       of $79.6 million for the three months ended and $78.8 million for the
       nine months ended primarily resulting from the final resolution of the
       FERC order addressing the 1995 rate increase filing;
     o net increases in regulatory credits of $72.4 million for the three
       months ended and $48.4 million for the nine months ended, which are
       explained below;
     o increases in interest expense of $42.8 million for the three months
       ended and $66.1 million for the nine months ended, which are explained
       below; and
     o increases in other income of $9.1 million for the three months ended
       and $21.9 million for the nine months ended, primarily from carrying
       charges on deferred fuel costs.

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

     o a decrease in property insurance expense for the three months ended
       due to a $5.0 million true-up in September 2000 to modify storm damage
       expense included in the annual update of the excess earnings review to a
       level negotiated with the APSC;
     o a decrease in property insurance expense for the nine months ended
       primarily due to a reversal in June 2001, 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 the disposal of low-level radioactive waste in 2000 at Entergy Gulf
       States resulting in a $4.0 million decrease for the three months ended;
     o decreases in legal expenses of $1.9 million for the three months
       ended at Entergy Gulf States and $1.3 million for the three months ended
       and $10.5 million for the nine months ended at Entergy Arkansas; and
     o decreases in injury and damages claims, plant maintenance expenses,
       and vegetation maintenance spending.


                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


     The net increases in regulatory credits were primarily due to:

     o the amount of capacity charges included in purchased power costs for
       the  summers of 2000 and 2001 that Entergy Gulf States and  Entergy
       Louisiana deferred and expects to recover in the future; and
     o a greater under-recovery of Grand Gulf costs in 2001 at Entergy
       Mississippi.

     The increases in interest expense were primarily due to:

     o the final FERC order addressing the 1995 System Energy rate increase
       filing;
     o debt issued at Entergy Gulf States in June 2000 and August 2001, at
       Entergy Mississippi in February 2000 and January 2001, and at Entergy
       New Orleans in July 2000 and February 2001; and
     o borrowings under credit facilities during 2001, primarily at Entergy
       Arkansas.

Domestic Non-Utility Nuclear

      Increases in earnings for the domestic non-utility nuclear  business
were   primarily   due  to  revenue  increases  of  $146.8   million   and
$353.3  million  for the three and nine months ended September  30,  2001,
respectively,  primarily due to the operation of  FitzPatrick  and  Indian
Point  3,  each  purchased in November 2000.  The following also  affected
earnings  for domestic non-utility nuclear for the three and  nine  months
ended  September  30,  2001, all of which were  primarily  caused  by  the
acquisition of FitzPatrick and Indian Point 3:

     o other operation and maintenance expenses increased $58.1 million and
       $142.5 million, respectively;
     o interest expense, primarily related to debt incurred to purchase
       FitzPatrick and Indian Point 3, increased $11.8 million and $46.9
       million, respectively;
     o fuel expenses increased $15.7 million and $35.6 million,
       respectively;
     o interest income increased $5.3 million and $22.3 million,
       respectively; and
     o taxes other than income taxes increased $8.3 million and $20.1
       million, respectively.

Energy Commodity Services

      Revenues  decreased for energy commodity services by $609.7  million
for the three months ended and by $553.3 million for the nine months ended
September 30, 2001, primarily due to the contribution of substantially all
of Entergy's power marketing and trading business to Entergy-Koch in 2001.
Earnings  from  Entergy-Koch  are  reported  as  equity  in  earnings   of
unconsolidated equity affiliates in the financial statements.

     The decreases in revenues for the three and nine months ended
September 30, 2001 were partially offset by:

     o increased operating revenues for EWO from its investments in Highland
       Energy and the Saltend and Damhead Creek plants; and
     o a gain reported in third quarter revenues due to the sale of EWO's
       Saltend plant in August 2001.



                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      Operating  revenues for EWO increased for the three and nine  months
ended September 30, 2001 primarily due to increases of $127.3 million  and
$495.3  million, respectively, from EWO's interest in Highland Energy  and
increases  of  $182.1 million and $403.7 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
nine months ended September 30, 2001, the increase in revenues for EWO  is
largely  offset  by  increases  in fuel and purchased  power  expenses  of
$207.2  million and $721.0 million, respectively, and increases  in  other
operation  and  maintenance expenses of $7.1 million  and  $47.5  million,
respectively.

     EWO  sold the Saltend plant in August 2001, and revenues in the third
quarter include the $69.9 million ($45.4 million net of tax) gain  on  the
sale.   EWO  actively manages its assets as an investment  portfolio,  and
attempts   to   maximize  flexibility  to  respond  to  different   market
environments.  Active management of the portfolio by EWO will continue  to
result  in:   the  sale of projects at various stages in  their  planning,
development, or operation; the abandonment of projects; or the  commercial
operation of projects by EWO.

     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 nine months ended September 30, 2001, revenues
reported  for  Entergy-Koch/Power Marketing and  Trading  were  lower  by
$914.5  million  and $1,588.9 million, respectively, and purchased  power
expenses were lower by $903.5 million and $1,422.5 million, respectively.
The  net  income effect of the lower revenues in these periods,  however,
was more than offset by the equity in earnings from Entergy's interest in
Entergy-Koch.   Earnings  increased in 2001  as  a  result  of  increased
electricity  and  gas  trading volumes as well  as  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.

     The  increase in earnings for energy commodity services for the three
months  ended  September 30, 2001 was primarily due to the sale  of  EWO's
Saltend plant and favorable results from Entergy-Koch as mentioned  above.
The  increase  in  earnings  was partially offset  by  increased  interest
expense  of  $14.2  million  and increased depreciation  expense  of  $8.3
million, respectively, primarily due to interest and depreciation  related
to commencement of commercial operation of EWO's Saltend and Damhead Creek
plants.

     The  increase in earnings for energy commodity services for the  nine
months ended September 30, 2001 was primarily due to:

     o the gain on the sale of EWO's Saltend plant as mentioned above;
     o the favorable results from Entergy-Koch mentioned above;
     o liquidated damages of $13.9 million ($9.7 million net  of  tax)
       received in 2001 from the Damhead Creek construction contractor as
       compensation for lost operating margin from the plant due to
       construction delays; and
     o an $11.0 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


      Partially  offsetting the increase in earnings for energy  commodity
services for the nine months September 30, 2001 were the following:

     o an $18.0 million ($11.7 million net of tax) loss reserve recorded
       primarily because of the pending cancellation of four gas turbines
       scheduled for delivery in 2005;
     o liquidated damages of $55.1 million ($38.6 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;
     o increased depreciation expense of $25.2 million in 2001 primarily due
       to the commencement of the commercial operation of the Saltend and
       Damhead Creek plants; and
     o increased interest expense of $53.5 million in 2001 primarily because
       the  interest related to the Saltend and Damhead Creek  plants  was
       capitalized until those plants commenced commercial operation.

Other

      Earnings from 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
$10.8  million  and  $22.1 million for the three  and  nine  months  ended
September 30, 2001, respectively.

Income taxes

      The  effective income tax rates for the three months ended September
30,  2001  and  2000  were 36.9% and 40.4%, respectively.   The  effective
income  tax  rates for the nine months ended September 30, 2001  and  2000
were  38.8%  and 40.0%, respectively.  The decrease in the  effective  tax
rates  for  the three and nine months ended was primarily because  of  the
effects  of  the  final FERC order addressing System  Energy's  1995  rate
proceeding.




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

                                                                 Three Months Ended           Nine Months Ended
                                                                 2001          2000           2001        2000
                                                                       (In Thousands, Except Share Data)
                                                                                            
                    OPERATING REVENUES
Domestic electric                                              $1,986,338    $2,385,087    $5,849,720   $5,402,657
Natural gas                                                        18,212        21,815       159,144       96,107
Competitive businesses                                            571,186     1,024,653     1,714,574    1,882,071
                                                               ----------    ----------    ----------   ----------
TOTAL                                                           2,575,736     3,431,555     7,723,438    7,380,835
                                                               ----------    ----------    ----------   ----------

                    OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                     925,452       794,782     3,076,932    1,756,972
   Purchased power                                                279,060     1,158,145       888,835    2,030,210
   Nuclear refueling outage expenses                               24,284        18,439        64,567       53,625
   Other operation and maintenance                                550,339       504,379     1,469,408    1,332,012
Decommissioning                                                   (22,553)       11,505        (4,749)      28,611
Taxes other than income taxes                                     103,593       103,188       295,717      266,346
Depreciation and amortization                                     127,650       188,967       514,099      545,991
Other regulatory charges (credits) - net                          (24,621)       47,816       (21,075)      27,311
Amortization of rate deferrals                                      6,029        10,497        15,181       25,776
                                                               ----------    ----------    ----------   ----------
TOTAL                                                           1,969,233     2,837,718     6,298,915    6,066,854
                                                               ----------    ----------    ----------   ----------

OPERATING INCOME                                                  606,503       593,837     1,424,523    1,313,981
                                                               ----------    ----------    ----------   ----------

                       OTHER INCOME
Allowance for equity funds used during construction                 7,672         9,163        19,259       24,898
Gain (loss) on sale of assets - net                                 2,066          (284)       14,414       21,291
Equity in earnings of unconsolidated equity affiliates             58,414             -       153,957            -
Miscellaneous - net                                                37,643        53,873       139,862      156,505
                                                               ----------    ----------    ----------   ----------
TOTAL                                                             105,795        62,752       327,492      202,694
                                                               ----------    ----------    ----------   ----------

                INTEREST AND OTHER CHARGES
Interest on long-term debt                                        126,670       121,464       386,373      353,585
Other interest - net                                               84,452        22,576       183,752       66,227
Distributions on preferred securities of subsidiary                 4,709         4,709        14,128       14,128
Allowance for borrowed funds used during construction              (6,287)       (6,776)      (15,718)     (18,753)
                                                               ----------    ----------    ----------   ----------
TOTAL                                                             209,544       141,973       568,535      415,187
                                                               ----------    ----------    ----------   ----------

INCOME BEFORE INCOME TAXES                                        502,754       514,616     1,183,480    1,101,488

Income taxes                                                      185,300       207,927       459,573      440,616
                                                               ----------    ----------    ----------   ----------

CONSOLIDATED NET INCOME                                           317,454       306,689       723,907      660,872

Preferred dividend requirements and other                           4,970         6,755        18,363       24,886
                                                               ----------    ----------    ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                     $312,484      $299,934      $705,544     $635,986
                                                               ==========    ==========    ==========   ==========
Earnings per average common share:
    Basic                                                           $1.41         $1.35         $3.19        $2.78
    Diluted                                                         $1.39         $1.34         $3.14        $2.77
Dividends declared per common share                                 $0.32         $0.30         $0.95        $0.90
Average number of common shares outstanding:
    Basic                                                     221,675,578   222,159,091   220,908,546  228,930,171
    Diluted                                                   224,830,056   224,352,165   224,780,449  230,034,859

See Notes to Financial Statements.






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

                                                                              2001          2000
                                                                                (In Thousands)

                          OPERATING ACTIVITIES
                                                                                     
Consolidated net income                                                       $723,907      $660,872
Noncash items included in net income:
  Amortization of rate deferrals                                                15,181        25,776
  Reserve for regulatory adjustments                                          (357,880)      (36,756)
  Other regulatory charges (credits) - net                                     (21,075)       27,311
  Depreciation, amortization, and decommissioning                              509,350       574,602
  Deferred income taxes and investment tax credits                             (53,037)       (8,074)
  Allowance for equity funds used during construction                          (19,259)      (24,898)
  Gain on sale of assets - net                                                 (14,414)      (21,291)
  Equity in earnings of unconsolidated equity affiliates                      (153,957)            -
Changes in working capital:
  Receivables                                                                   33,355      (538,840)
  Fuel inventory                                                               (24,898)      (26,660)
  Accounts payable                                                            (467,749)      270,152
  Taxes accrued                                                                457,995       331,509
  Interest accrued                                                              10,289        24,319
  Deferred fuel                                                                367,105       (33,619)
  Other working capital accounts                                               (11,291)       85,145
Provision for estimated losses and reserves                                    (10,706)       (8,844)
Changes in other regulatory assets                                              61,583          (131)
Other                                                                          184,257       138,580
                                                                            ----------    ----------
Net cash flow provided by operating activities                               1,228,756     1,439,153
                                                                            ----------    ----------

                          INVESTING ACTIVITIES
Construction/capital expenditures                                             (939,662)   (1,112,075)
Allowance for equity funds used during construction                             19,259        24,898
Nuclear fuel purchases                                                        (119,277)     (100,367)
Proceeds from sale/leaseback of nuclear fuel                                    60,679        96,412
Proceeds from sale of businesses                                               805,945        61,519
Changes in other nonregulated/nonutility properties - net                     (565,333)     (184,339)
Increase in other investments                                                 (632,548)            -
Changes in other temporary investments - net                                  (250,600)      299,455
Decommissioning trust contributions and realized change in trust assets        (79,047)      (44,799)
Other regulatory investments                                                   (36,461)     (264,721)
Other                                                                          (12,200)        5,149
                                                                            ----------    ----------
Net cash flow used in investing activities                                  (1,749,245)   (1,218,868)
                                                                            ----------    ----------

Statement continued on following page.







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

                                                                            2001        2000
                                                                             (In Thousands)

                         FINANCING ACTIVITIES
                                                                                 
Proceeds from the issuance of:
  Long-term debt                                                           $489,295     $934,479
  Common stock                                                               62,335       14,810
Retirement of long-term debt                                               (877,088)    (145,011)
Repurchase of common stock                                                  (36,895)    (500,644)
Redemption of preferred and preference stock                                (39,574)    (156,260)
Changes in short-term borrowings - net                                      662,997     (120,000)
Dividends paid:
  Common stock                                                             (202,112)    (204,660)
  Preferred stock                                                           (20,281)     (23,487)
                                                                         ----------   ----------
Net cash flow provided by (used in) financing activities                     38,677     (200,773)
                                                                         ----------   ----------

Effect of exchange rates on cash and cash equivalents                           664         (142)
                                                                         ----------   ----------

Net increase (decrease) in cash and cash equivalents                       (481,148)      19,370

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

Cash and cash equivalents at end of period                                 $901,276   $1,233,089
                                                                         ==========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                   $570,846     $382,313
    Income taxes                                                             $6,872     $146,664
  Noncash investing and financing activities:
    Change in unrealized appreciation/(depreciation) of
     decommissioning trust assets                                          ($38,718)     $38,837
    Net assets contributed to Entergy-Koch                                  $80,145            -
    Decommissioning trust fund acquired in Indian Point 2 acquisition      $430,000            -

See Notes to Financial Statements.






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

                                                                        2001          2000
                                                                           (In Thousands)

                        CURRENT ASSETS
                                                                             
Cash and cash equivalents:
  Cash                                                                  $224,293      $157,550
  Temporary cash investments - at cost,
   which approximates market                                             675,790       640,038
  Special deposits                                                         1,193       584,836
                                                                     -----------   -----------
     Total cash and cash equivalents                                     901,276     1,382,424
                                                                     -----------   -----------
Other temporary investments                                              250,600             -
Notes receivable                                                           3,000         3,608
Accounts receivable:
  Customer                                                               572,807       497,821
  Allowance for doubtful accounts                                         (9,947)       (9,947)
  Other                                                                  189,988       395,518
  Accrued unbilled revenues                                              368,903       415,409
                                                                     -----------   -----------
     Total receivables                                                 1,121,751     1,298,801
                                                                     -----------   -----------
Deferred fuel costs                                                      310,880       568,331
Fuel inventory - at average cost                                         118,976        93,679
Materials and supplies - at average cost                                 457,539       425,357
Rate deferrals                                                             1,402        16,581
Deferred nuclear refueling outage costs                                  101,227        46,544
Prepayments and other                                                     90,060       122,690
                                                                     -----------   -----------
TOTAL                                                                  3,356,711     3,958,015
                                                                     -----------   -----------

                OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                     641,466           214
Decommissioning trust funds                                            1,781,661     1,315,857
Non-utility property - at cost (less accumulated depreciation)           292,857       262,952
Non-regulated investments                                                139,198       189,154
Other - at cost (less accumulated depreciation)                          354,063        27,036
                                                                     -----------   -----------
TOTAL                                                                  3,209,245     1,795,213
                                                                     -----------   -----------

                 PROPERTY, PLANT AND EQUIPMENT
Electric                                                              26,012,486    25,137,562
Plant acquisition adjustment                                             378,465       390,664
Property under capital lease                                             758,458       831,822
Natural gas                                                              199,928       190,989
Construction work in progress                                            897,709       936,785
Nuclear fuel under capital lease                                         235,199       277,673
Nuclear fuel                                                             243,671       157,603
                                                                     -----------   -----------
TOTAL PROPERTY, PLANT AND EQUIPMENT                                   28,725,916    27,923,098
Less - accumulated depreciation and amortization                      11,787,620    11,477,352
                                                                     -----------   -----------
PROPERTY, PLANT AND EQUIPMENT - NET                                   16,938,296    16,445,746
                                                                     -----------   -----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                      1,001,884       980,266
  Unamortized loss on reacquired debt                                    170,799       183,627
  Deferred fuel costs                                                     22,468        95,661
  Other regulatory assets                                                709,312       792,515
Long-term receivables                                                     28,870        29,575
Other                                                                    744,049     1,171,278
                                                                     -----------   -----------
TOTAL                                                                  2,677,382     3,252,922
                                                                     -----------   -----------

TOTAL ASSETS                                                         $26,181,634   $25,451,896
                                                                     ===========   ===========
See Notes to Financial Statements.





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

                                                                      2001          2000
                                                                         (In Thousands)

                     CURRENT LIABILITIES
                                                                           
Currently maturing long-term debt                                     $601,937      $464,215
Notes payable                                                        1,051,018       388,023
Accounts payable                                                       594,320     1,204,227
Customer deposits                                                      183,808       172,169
Taxes accrued                                                          924,621       451,811
Accumulated deferred income taxes                                       68,248       225,649
Nuclear refueling outage costs                                          16,163        10,209
Interest accrued                                                       185,440       172,033
Obligations under capital leases                                       154,713       156,907
Other                                                                  325,092       192,908
                                                                   -----------   -----------
TOTAL                                                                4,105,360     3,438,151
                                                                   -----------   -----------

           DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                    3,398,899     3,249,083
Accumulated deferred investment tax credits                            476,895       494,315
Obligations under capital leases                                       150,681       201,873
FERC settlement - refund obligation                                     25,234        30,745
Other regulatory liabilities                                           139,095       104,841
Decommissioning                                                      1,170,657       749,708
Transition to competition                                              222,021       191,934
Regulatory reserves                                                     38,909       396,789
Accumulated provisions                                                 372,537       390,116
Other                                                                  760,975       853,137
                                                                   -----------   -----------
TOTAL                                                                6,755,903     6,662,541
                                                                   -----------   -----------

Long-term debt                                                       7,237,613     7,732,093
Preferred stock with sinking fund                                       26,185        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                                                      4,662,762     4,660,483
Retained earnings                                                    3,688,624     3,190,639
Accumulated other comprehensive loss                                   (96,913)      (75,033)
Less - treasury stock, at cost (27,161,334 shares in 2001 and
  28,490,031 shares in 2000)                                           750,069       774,905
                                                                   -----------   -----------
TOTAL                                                                7,841,573     7,338,353
                                                                   -----------   -----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $26,181,634   $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 Nine Months Ended September 30, 2001 and 2000
                                 (Unaudited)

                                                                              Three Months Ended
                                                                       2001                       2000
                                                                               (In Thousands)
                                                                                           
                   RETAINED EARNINGS
Retained Earnings - Beginning of period                      $3,445,141                 $2,982,495
    Add  - Earnings applicable to common stock                  312,484     $312,484       299,934     $299,934
    Deduct:
        Dividends declared on common stock                       69,841                     66,835
        Capital stock and other expenses                           (840)                      (801)
                                                             ----------                 ----------
              Total                                              69,001                     66,034
                                                             ----------                 ----------
Retained Earnings - End of period                            $3,688,624                 $3,216,395
                                                             ==========                 ==========

          ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                                ($100,433)                  ($76,086)
Net derivative instrument fair value changes
  arising during the period                                      (1,475)      (1,475)            -            -
Foreign currency translation adjustments                          7,848        7,848        (1,270)      (1,270)
Net unrealized investment gains (losses)                         (2,853)      (2,853)       12,863       12,863
                                                             ----------     --------    ----------     --------
Balance at end of period:
  Accumulated derivative instrument fair value changes          (23,343)                         -
  Other accumulated comprehensive income (loss) items           (73,570)                   (64,493)
                                                             ----------                 ----------
     Total                                                     ($96,913)                  ($64,493)
                                                             ==========     --------    ==========     --------
Comprehensive Income                                                        $316,004                   $311,527
                                                                            ========                   ========
                    PAID-IN CAPITAL
Paid-in Capital - Beginning of period                        $4,661,334                 $4,636,407
    Add:  Common stock issuances related to stock plans           1,428                        404
                                                             ----------                 ----------
Paid-in Capital - End of period                              $4,662,762                 $4,636,811
                                                             ==========                 ==========

                                                                           Nine 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                  705,544     $705,544       635,986     $635,986
    Deduct:
        Dividends declared on common stock                      208,766                    206,886
        Capital stock and other expenses                         (1,207)                      (828)
                                                             ----------                 ----------
              Total                                             207,559                    206,058
                                                             ----------                 ----------
Retained Earnings - End of period                            $3,688,624                 $3,216,395
                                                             ==========                 ==========
          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                                       5,724        5,724             -            -
Foreign currency translation adjustments                          4,213        4,213        (2,299)      (2,299)
Net unrealized investment gains (losses)                         (2,750)      (2,750)       11,611       11,611
                                                             ----------     --------    ----------     --------
Balance at end of period:
  Accumulated derivative instrument fair value changes          (23,343)                         -
  Other accumulated comprehensive income (loss) items           (73,570)                   (64,493)
                                                             ----------                 ----------
     Total                                                     ($96,913)                  ($64,493)
                                                             ==========     --------    ==========     --------
Comprehensive Income                                                        $712,731                   $645,298
                                                                            ========                   ========
                    PAID-IN CAPITAL
Paid-in Capital - Beginning of period                        $4,660,483                 $4,636,163
    Add:  Common stock issuances related to stock plans           2,279                        648
                                                             ----------                 ----------
Paid-in Capital - End of period                              $4,662,762                 $4,636,811
                                                             ==========                 ==========

See Notes to Financial Statements.







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


                                     Three Months Ended   Increase/
          Description              2001         2000      (Decrease)      %
                                       (In Millions)
                                                                 
Domestic Electric Operating Revenues:
  Residential                       $874.8       $940.6       ($65.8)         (7)
  Commercial                         529.9        518.0         11.9           2
  Industrial                         532.2        598.9        (66.7)        (11)
  Governmental                        55.5         54.4          1.1           2
                                  --------     --------      -------
    Total retail                   1,992.4      2,111.9       (119.5)         (6)
  Sales for resale                   108.9        115.4         (6.5)         (6)
  Other                            (115.0)        157.8       (272.8)       (173)
                                  --------     --------      -------
    Total                         $1,986.3     $2,385.1      ($398.8)        (17)
                                  ========     ========      =======
Billed Electric Energy
 Sales (GWH):
  Residential                       10,502       11,573       (1,071)         (9)
  Commercial                         7,351        7,578         (227)         (3)
  Industrial                        10,457       11,248         (791)         (7)
  Governmental                         722          744          (22)         (3)
                                  --------     --------      -------
    Total retail                    29,032       31,143       (2,111)         (7)
  Sales for resale                   2,373        2,290           83           4
                                  --------     --------      -------
    Total                           31,405       33,433       (2,028)         (6)
                                  ========     ========      =======

                                   Nine Months Ended       Increase/
          Description              2001         2000      (Decrease)      %
                                      (In Millions)
Domestic Electric Operating Revenues:
  Residential                     $2,127.0     $1,933.7       $193.3          10
  Commercial                       1,462.8      1,252.5        210.3          17
  Industrial                       1,838.7      1,549.4        289.3          19
  Governmental                       162.7        134.5         28.2          21
                                  --------     --------      -------
    Total retail                   5,591.2      4,870.1        721.1          15
  Sales for resale                   325.8        291.5         34.3          12
  Other                              (67.3)       241.0       (308.3)       (128)
                                  --------     --------      -------
    Total                         $5,849.7     $5,402.6       $447.1           8
                                  ========     ========      =======
Billed Electric Energy
 Sales (GWH):
  Residential                       24,771       24,943         (172)         (1)
  Commercial                        18,834       18,738           96           1
  Industrial                        31,478       32,886       (1,408)         (4)
  Governmental                       1,967        1,966            1           -
                                  --------     --------      -------
    Total retail                    77,050       78,533       (1,483)         (2)
  Sales for resale                   7,004        6,880          124           2
                                  --------     --------      -------
    Total                           84,054       85,413       (1,359)         (2)
                                  ========     ========      =======




                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September 30,  2001
compared  to  the three months ended September 30, 2000 primarily  due  to
receipt  of  a final FERC order that will result in a refund  from  System
Energy.   The  accounting entries necessary to record the effects  of  the
order  reduced  purchased  power  expenses.   Decreased  other  regulatory
charges  and  decreased  other  operation and  maintenance  expenses  also
increased  net  income.  The increase was partially  offset  by  increased
interest  expense.   See  Note 2 to the financial statements  for  further
discussion of System Energy's rate proceeding.

      Net  income increased for the nine months ended September  30,  2001
compared to the nine months ended September 30, 2000 primarily due to  the
effect  of  the final FERC order in the System Energy rate proceeding  and
decreased  other  operation and maintenance expenses, which  includes  the
reversal  of  Arkansas ice storm costs discussed below.  The increase  was
partially  offset  by  increased depreciation and  amortization  expenses,
increased other regulatory charges, and increased interest expense.

Revenues and Sales

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

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

Base rate changes                           $4.4                  ($6.1)
Rate riders                                (12.6)                  (8.4)
Fuel cost recovery                          22.9                   65.3
Sales volume/weather                        (9.1)                  17.1
Other revenue (including unbilled)          (7.8)                 (15.9)
Sales for resale                            (4.4)                  (6.4)
                                           -----                  -----
   Total                                   ($6.6)                 $45.6
                                           =====                  =====

Base rate changes

     Base  rate  changes  increased revenues for the  three  months  ended
September  30,  2001  primarily due to higher prices  for  industrial  and
commercial  customers.  The increase in rates is offset by lower  revenues
from decreased usage from those customers as discussed below.

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

Rate riders

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



                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      Rate  rider revenues decreased for the three months ended  September
30,  2001 as a result of a decrease in the Grand Gulf rate rider effective
July  2001.  The Grand Gulf rate rider allows Entergy Arkansas to  recover
its recoverable share of operating costs for Grand Gulf 1.

     Rate rider revenues decreased for the nine months ended September 30,
2001  primarily  as  a result of the cessation of the ANO  Decommissioning
rate  rider  for  the  calendar year 2001.   In  October  2000,  the  APSC
concluded  that funds previously collected, together with future  earnings
on  those funds, will be sufficient to decommission ANO 1 and 2.   Further
details  of  this  decision  can be found  in  Note  2  to  the  financial
statements in the Form 10-K.

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
September  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  nine  months  ended
September 30, 2001 primarily due to increases in the energy cost rate that
became effective in April 2000 and April 2001.

Sales volume/weather

      Lower  electric sales volume reduced revenues for the  three  months
ended  September  30,  2001  due to decreased  usage  of  97  GWH  in  the
industrial sector, partially offset by increased weather-adjusted usage of
47  GWH  in  the residential and commercial sectors.  Electric sales  vary
seasonally  in  response  to  weather and  usually  peak  in  the  summer.
Unfavorable  weather also decreased electric sales for  the  three  months
ended September 30, 2001.  The effect of milder-than-normal summer weather
offset  the  weather-adjusted  usage  increase  in  the  residential   and
commercial sectors with a decrease in electric sales volume of 146 GWH.

     Higher  electric sales volume increased revenues for the nine  months
ended  September 30, 2001 due to increased weather-adjusted usage  of  235
GWH  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.  The effect  of  colder-
than-normal  winter weather in the first quarter of 2001  contributed  177
GWH  to  the  increase  in electric sales volume in  the  residential  and
commercial sectors.

Other revenue (including unbilled)

      Unbilled revenue decreased for the three months ended September  30,
2001  primarily due to the effect of less favorable weather on the  period
included  in  the September 2001 unbilled revenue calculation compared  to
the calculation in September 2000.

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



                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales for resale

      Sales for resale decreased for the three months ended September  30,
2001  primarily  due  to a decrease in sales volume to  adjoining  utility
systems  as  a result of decreased generation, coupled with a decrease  in
the average market price of energy.  The decrease was partially offset  by
an increase in sales volume to affiliated companies.

      Sales  for resale decreased for the nine months ended September  30,
2001  primarily due to a decrease in sales volume to affiliated  companies
and  adjoining  utility systems as a result of decreased generation.   The
decrease  was partially offset by an increase in sales volume to municipal
and  co-operative customers coupled with an increase in the average market
price of energy early in 2001.

Expenses

Fuel and purchased power

      Fuel  and  purchased power expenses decreased for the  three  months
ended  September 30, 2001 primarily due to receipt of a final  FERC  order
requiring System Energy to refund a portion of its requested December 1995
rate  increase.  The effect of the order reduced purchased power  expenses
at  Entergy Arkansas by $61.5 million.  A decrease in the market price  of
natural  gas also contributed to the decrease in fuel and purchased  power
expenses.

Other operation and maintenance

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

     o a decrease in property insurance expense due to a $5 million true-up
       in September 2000 to modify storm damage expense included in the annual
       update of the excess earnings review to a level negotiated with the
       APSC; and
     o a decrease in outside service expense of $1.3 million due to lower
       legal expenses.

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

     o a decrease in property insurance expense of $24.5 million due to a
       reversal in June 2001, 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 outside service expense of $10.5 million due  to
       decreased transition to competition support costs, lower legal expenses,
       and decreased information technology maintenance costs; and
     o a decrease in overhead line maintenance expense of $9.6 million
       primarily due to decreased vegetation maintenance spending.



                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Depreciation and amortization

      Depreciation and amortization expenses increased for the  three  and
nine  months  ended  September  30, 2001  primarily  due  to  net  capital
additions, most notably the ANO 2 replacement steam generators  placed  in
service in late 2000.

Other regulatory charges (credits)

      Other  regulatory  charges  decreased for  the  three  months  ended
September  30, 2001 primarily due to a lower adjustment to the  transition
cost  account made in 2001 as a result of the 2000 excess earnings review,
compared  to  the adjustment made in September 2000.  The transition  cost
account is further discussed in Note 2 to the financial statements.

      Other  regulatory  charges  increased  for  the  nine  months  ended
September 30, 2001 primarily 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 nine months ended September
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 for the nine months  ended
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 nine  months
ended September 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 a  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 September
30, 2001 and 2000 were 40.9% and 43.2%, respectively. The effective income
tax rates for the nine months ended September 30, 2001 and 2000 were 41.1%
and  41.0%, respectively.  The decrease in the effective tax rate for  the
three  months ended was primarily due to a decrease in flow-through  items
and permanent tax differences.




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

                                                           Three Months Ended      Nine Months Ended
                                                            2001       2000        2001         2000
                                                            (In Thousands)           (In Thousands)
                                                                                 
                  OPERATING REVENUES
Domestic electric                                         $541,556    $548,156  $1,388,463   $1,342,856
                                                          --------    --------  ----------   ----------
                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              120,003      74,804     298,165      224,660
   Purchased power                                          76,528     179,587     321,038      398,547
   Nuclear refueling outage expenses                         7,079       6,439      21,616       19,317
   Other operation and maintenance                         113,089     119,822     249,913      295,330
Decommissioning                                                 18       2,595          15        1,882
Taxes other than income taxes                                8,259      10,664      25,687       28,359
Depreciation and amortization                               45,245      42,539     131,268      125,535
Other regulatory charges (credits) - net                     7,797      17,789       1,458       (4,381)
                                                          --------    --------  ----------   ----------
TOTAL                                                      378,018     454,239   1,049,160    1,089,249
                                                          --------    --------  ----------   ----------

OPERATING INCOME                                           163,538      93,917     339,303      253,607
                                                          --------    --------  ----------   ----------

                     OTHER INCOME
Allowance for equity funds used during construction          1,858       4,416       4,497       11,836
Miscellaneous - net                                            457         963       5,240        3,201
                                                          --------    --------  ----------   ----------
TOTAL                                                        2,315       5,379       9,737       15,037
                                                          --------    --------  ----------   ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                  23,171      21,611      67,475       65,745
Other interest - net                                         3,239       1,915      11,744        6,323
Distributions on preferred securities of subsidiary          1,275       1,275       3,825        3,825
Allowance for borrowed funds used during construction       (1,187)     (2,888)     (2,902)      (7,704)
                                                          --------    --------  ----------   ----------
TOTAL                                                       26,498      21,913      80,142       68,189
                                                          --------    --------  ----------   ----------

INCOME BEFORE INCOME TAXES                                 139,355      77,383     268,898      200,455

Income taxes                                                56,954      33,461     110,481       82,242
                                                          --------    --------  ----------   ----------

NET INCOME                                                  82,401      43,922     158,417      118,213

Preferred dividend requirements and other                    1,912       1,944       5,800        5,832
                                                          --------    --------  ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $80,489     $41,978    $152,617     $112,381
                                                          ========    ========  ==========   ==========
See Notes to Financial Statements.






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

                                                                2001         2000
                                                                  (In Thousands)
                                                                      
                 OPERATING ACTIVITIES
Net income                                                     $158,417     $118,213
Noncash items included in net income:
  Other regulatory charges (credits) - net                        1,458       (4,381)
  Depreciation, amortization, and decommissioning               131,283      127,417
  Deferred income taxes and investment tax credits              (50,323)      (3,908)
  Allowance for equity funds used during construction            (4,497)     (11,836)
Changes in working capital:
  Receivables                                                  (218,974)     (61,827)
  Fuel inventory                                                 (8,605)      (5,752)
  Accounts payable                                             (111,262)     (25,791)
  Taxes accrued                                                 151,757       32,794
  Interest accrued                                              (11,228)       3,592
  Deferred fuel costs                                            66,973       27,682
  Other working capital accounts                                 62,753       24,602
Provision for estimated losses and reserves                      (4,536)        (396)
Changes in other regulatory assets                              (57,723)      (4,760)
Other                                                            80,979       46,049
                                                               --------     --------
Net cash flow provided by operating activities                  186,472      261,698
                                                               --------     --------

                 INVESTING ACTIVITIES
Construction expenditures                                      (189,883)    (250,643)
Allowance for equity funds used during construction               4,497       11,836
Nuclear fuel purchases                                          (19,103)     (32,938)
Proceeds from sale/leaseback of nuclear fuel                     19,103       32,938
Decommissioning trust contributions and realized
    change in trust assets                                       (6,569)     (10,367)
Other regulatory investments                                    (13,834)     (59,354)
                                                               --------     --------
Net cash flow used in investing activities                     (205,789)    (308,528)
                                                               --------     --------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                     98,919       99,389
Dividends paid:
  Common stock                                                  (59,100)     (44,600)
  Preferred stock                                                (5,832)      (3,803)
                                                               --------     --------
Net cash flow provided by financing activities                   33,987       50,986
                                                               --------     --------

Net increase in cash and cash equivalents                        14,670        4,156

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

Cash and cash equivalents at end of period                      $22,508      $11,018
                                                               ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                          $90,297      $63,290
  Income taxes                                                      ($3)     $46,455
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                ($17,087)     $13,953

See Notes to Financial Statements.






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

                                                                          2001        2000
                                                                           (In Thousands)
                                                                              
                       CURRENT ASSETS
Cash and cash equivalents                                                 $22,508       $7,838
Accounts receivable:
  Customer                                                                131,333       98,550
  Allowance for doubtful accounts                                          (1,667)      (1,667)
  Associated companies                                                    222,991       22,286
  Other                                                                    13,498       26,221
  Accrued unbilled revenues                                                64,096       65,887
                                                                       ----------   ----------
    Total accounts receivable                                             430,251      211,277
                                                                       ----------   ----------
Deferred fuel costs                                                        49,831      102,970
Accumulated deferred income taxes                                           3,292            -
Fuel inventory - at average cost                                           18,414        9,809
Materials and supplies - at average cost                                   74,796       80,682
Deferred nuclear refueling outage costs                                    21,587       23,541
Prepayments and other                                                       8,461        5,540
                                                                       ----------   ----------
TOTAL                                                                     629,140      441,657
                                                                       ----------   ----------

               OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                       11,217       11,217
Decommissioning trust funds                                               345,334      355,852
Non-utility property - at cost (less accumulated depreciation)              1,466        1,469
Other - at cost (less accumulated depreciation)                             2,976        3,032
                                                                       ----------   ----------
TOTAL                                                                     360,993      371,570
                                                                       ----------   ----------

                       UTILITY PLANT
Electric                                                                5,345,434    5,274,066
Property under capital lease                                               38,609       40,289
Construction work in progress                                             170,606       87,389
Nuclear fuel under capital lease                                           78,282      107,023
Nuclear fuel                                                                9,138        6,720
                                                                       ----------   ----------
TOTAL UTILITY PLANT                                                     5,642,069    5,515,487
Less - accumulated depreciation and amortization                        2,616,432    2,534,463
                                                                       ----------   ----------
UTILITY PLANT - NET                                                     3,025,637    2,981,024
                                                                       ----------   ----------

              DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                         174,853      162,952
  Unamortized loss on reacquired debt                                      41,703       44,428
  Other regulatory assets                                                 267,627      221,805
Other                                                                       8,686        4,775
                                                                       ----------   ----------
TOTAL                                                                     492,869      433,960
                                                                       ----------   ----------

TOTAL ASSETS                                                           $4,508,639   $4,228,211
                                                                       ==========   ==========
See Notes to Financial Statements.






                          ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                 September 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                                           108,768       94,776
  Other                                                          106,059      231,313
Customer deposits                                                 31,856       29,775
Taxes accrued                                                    192,020       40,263
Accumulated deferred income taxes                                      -       55,127
Interest accrued                                                  16,396       27,624
Obligations under capital leases                                  46,158       45,962
Other                                                             71,938       14,942
                                                              ----------   ----------
TOTAL                                                            658,862      540,549
                                                              ----------   ----------

      DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                742,847      715,891
Accumulated deferred investment tax credits                       84,495       88,264
Obligations under capital leases                                  70,734      101,350
Transition to competition                                        142,923      119,553
Accumulated provisions                                            37,857       42,393
Other                                                            101,204       64,267
                                                              ----------   ----------
TOTAL                                                          1,180,060    1,131,718
                                                              ----------   ----------

Long-term debt                                                 1,259,967    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                                                641,803      548,285
                                                              ----------   ----------
TOTAL                                                          1,349,750    1,256,232
                                                              ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,508,639   $4,228,211
                                                              ==========   ==========
See Notes to Financial Statements.




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


                                     Three Months Ended   Increase/
          Description              2001         2000     (Decrease)      %
                                      (In Millions)
Electric Operating Revenues:
  Residential                      $ 207.4      $ 209.6       ($2.2)      (1)
  Commercial                         103.8         99.1         4.7        5
  Industrial                         109.2        106.4         2.8        3
  Governmental                         4.7          4.4         0.3        7
                                  --------     --------     -------
    Total retail                     425.1        419.5         5.6        1
  Sales for resale
     Associated companies             63.3         59.1         4.2        7
     Non-associated companies         57.1         65.7        (8.6)     (13)
  Other                               (3.9)         3.9        (7.8)    (200)
                                  --------     --------     -------
    Total                          $ 541.6      $ 548.2       ($6.6)      (1)
                                  ========     ========     =======
Billed Electric Energy
 Sales (GWH):
  Residential                        2,332        2,424         (92)      (4)
  Commercial                         1,608        1,615          (7)       -
  Industrial                         1,923        2,020         (97)      (5)
  Governmental                          71           70           1        1
                                  --------     --------     -------
    Total retail                     5,934        6,129        (195)      (3)
  Sales for resale
     Associated companies            1,673        1,216         457       38
     Non-associated companies        1,320        1,341         (21)      (2)
                                  --------     --------     -------
    Total                            8,927        8,686         241        3
                                  ========     ========     =======

                                   Nine Months Ended      Increase/
          Description              2001         2000     (Decrease)      %
                                      (In Millions)
Electric Operating Revenues:
  Residential                      $ 471.7      $ 439.7      $ 32.0        7
  Commercial                         253.2        233.5        19.7        8
  Industrial                         279.2        264.0        15.2        6
  Governmental                        12.4         11.4         1.0        9
                                  --------     --------     -------
    Total retail                   1,016.5        948.6        67.9        7
  Sales for resale
     Associated companies            183.1        197.6       (14.5)      (7)
     Non-associated companies        164.7        156.6         8.1        5
  Other                               24.2         40.1       (15.9)     (40)
                                  --------     --------     -------
    Total                        $ 1,388.5    $ 1,342.9      $ 45.6        3
                                  ========     ========     =======
Billed Electric Energy
 Sales (GWH):
  Residential                        5,568        5,276         292        6
  Commercial                         3,971        3,851         120        3
  Industrial                         5,270        5,386        (116)      (2)
  Governmental                         188          182           6        3
                                  --------     --------     -------
    Total retail                    14,997       14,695         302        2
  Sales for resale
     Associated companies            4,753        5,481        (728)     (13)
     Non-associated companies        3,947        3,832         115        3
                                  --------     --------     -------
    Total                           23,697       24,008        (311)      (1)
                                  ========     ========     =======





                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

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

     Net income decreased slightly for the nine months ended September 30,
2001  compared to the nine months ended September 30, 2000 as a result  of
decreased  net revenue and increased interest expense, largely  offset  by
increased  interest income and decreased other operation  and  maintenance
expenses.

Revenues and Sales

Electric operating revenues

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

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

Base rate changes                            ($2.1)                 ($3.0)
Fuel cost recovery                            (3.6)                 317.0
Sales volume/weather                         (17.1)                  (5.5)
Other revenue (including unbilled)           (60.6)                 (73.1)
Sales for resale                             (18.9)                  31.8
                                           -------                 ------
   Total                                   ($102.3)                $267.2
                                           =======                 ======

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 decreased $39.8 million for  the  three
months  ended September 30, 2001 in the Louisiana jurisdiction of  Entergy
Gulf  States  due  to  lower fuel and purchased power  costs.   Fuel  cost
recovery  revenues  increased $36.2 million for  the  three  months  ended
September 30, 2001 in the Texas jurisdiction of Entergy Gulf States due to
a  higher  fixed  fuel factor and due to a fuel recovery  surcharge  which
became effective in February 2001.

     Fuel  cost  recovery  revenues increased for the  nine  months  ended
September  30,  2001  in both operational jurisdictions  of  Entergy  Gulf
States.   In the Louisiana jurisdiction, fuel recovery revenues  increased
$204  million  for the nine months ended September 30,  2001  due  to  the
recovery  through the fuel adjustment clause of higher fuel and  purchased
power  costs from early 2001.  In the Louisiana jurisdiction,  these  fuel
costs  are recovered on a two-month lag.  In the Texas jurisdiction,  fuel
cost  recovery revenues increased $113 million for the nine  months  ended
September  30,  2001 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.  Lower electric sales volume reduced revenues for  the
three  months  ended September 30, 2001 primarily due  to  less  favorable
weather.   The  effect of milder-than-normal summer weather in  the  third
quarter  of  2001  decreased electric sales  volume  by  338  GWH  in  the
residential and commercial sectors.  Lower usage in the industrial  sector
of  533 GWH and 612 GWH for the three and nine months ended, respectively,
contributed to the decrease in electric sales.

Other revenue (including unbilled)

      Unbilled  revenue decreased $61 million for the three  months  ended
September  30,  2001  due to the effect of fuel prices  in  the  Louisiana
jurisdiction in the period included in the September 2001 unbilled revenue
calculation compared to the calculation in the prior period.

      Unbilled  revenue  decreased $69 million for the nine  months  ended
September  30,  2001 due to the effect of fuel prices  for  the  Louisiana
jurisdiction  and decreased volume for retail customers in  the  Louisiana
and Texas jurisdictions and wholesale customers in the Texas jurisdiction.

Sales for resale

      Sales for resale decreased for the three months ended September  30,
2001  primarily due to decreased sales volume to affiliated customers  and
to  adjoining  utility  systems and due to  decreased  prices  for  resale
electricity.

     Sales  for  resale increased for the nine months ended September  30,
2001  primarily  due  to  increased sales volume to  municipal  and  co-op
customers and due to increased prices for resale electricity.

     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 nine months ended September
30, 2001 due to a 76% average increase in the market price of natural gas,
particularly  during the first and second quarters of  2001,  and  due  to
increased  sales volume, primarily during the first quarter of 2001.   The
increase in gas revenues was largely offset by increased expense  for  gas
purchased for resale.

Expenses

Fuel and purchased power

     Fuel and purchased power expenses increased for the nine months ended
September 30, 2001 due to:

     o higher market prices for purchased power; and
     o higher market prices for natural gas, which increased 23% over the
       same period of 2000.




                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other operation and maintenance

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

     o the disposal of low-level radioactive waste in 2000 of $4.0 million;
     o a  decrease  in legal expenses of $1.9 million related  to  the
       unbundling of services for transition to competition;
     o a decrease in maintenance of overhead lines of $1.6 million; and
     o a decrease in expenses for injuries and damages of $1.1 million.

Other regulatory credits

      Other  regulatory credits increased for the three and  nine  months
ended  September 30, 2001 primarily due to the amount of capacity charges
included  in purchased power costs for the summers of 2000 and 2001  that
Entergy Gulf States deferred and expects to recover in the future.

Other

Other income

      Other  income  increased  $9.6 million for  the  nine  months  ended
September 30, 2001 primarily due to increased interest income recorded  on
the deferred fuel balance.

Interest and other charges

      Interest expense increased for the three months ended September  30,
2001  primarily  due  to  an  adjustment to  the  liability  for  deferred
compensation  for certain former Entergy Gulf States employees  in  accord
with an actuarial study.

      Interest  expense increased for the nine months ended September  30,
2001 primarily due to:

     o the issuance of $300 million of long-term debt in June 2000 and the
       net issuance of an additional $177 million of long-term debt in August
       2001;
     o increased interest expense on refund provisions; and
     o an adjustment to the liability for deferred compensation for certain
       former Entergy Gulf States employees in accord with an actuarial study.

Income taxes

     The  effective income tax rates for the three months ended  September
30,  2001  and  2000  were 36.2% and 38.2%, respectively.   The  effective
income  tax  rates for the nine months ended September 30, 2001  and  2000
were 36.1% and 37.0%, respectively.




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

                                                          Three Months Ended       Nine Months Ended
                                                           2001       2000       2001           2000
                                                            (In Thousands)          (In Thousands)
                                                                                 
                 OPERATING REVENUES
Domestic electric                                        $708,951   $811,265   $2,129,424    $1,862,171
Natural gas                                                 5,537      5,887       50,434        24,584
                                                         --------   --------   ----------    ----------
TOTAL                                                     714,488    817,152    2,179,858     1,886,755
                                                         --------   --------   ----------    ----------

                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                             281,276    279,411      881,440       639,950
   Purchased power                                        136,703    141,226      404,558       328,506
   Nuclear refueling outage expenses                        2,680      4,990        8,792        13,573
   Other operation and maintenance                        107,991    116,480      309,404       313,720
Decommissioning                                             1,562      1,568        4,685         4,705
Taxes other than income taxes                              32,028     35,295       90,587        90,053
Depreciation and amortization                              48,683     47,599      143,634       140,977
Other regulatory credits - net                            (16,038)      (955)     (23,393)      (12,746)
Amortization of rate deferrals                              1,402      1,402        4,205         4,205
                                                         --------   --------   ----------    ----------
TOTAL                                                     596,287    627,016    1,823,912     1,522,943
                                                         --------   --------   ----------    ----------

OPERATING INCOME                                          118,201    190,136      355,946       363,812
                                                         --------   --------   ----------    ----------

                    OTHER INCOME
Allowance for equity funds used during construction         2,650      2,189        6,817         5,675
Gain on sale of assets                                        623        549        1,811         1,595
Miscellaneous - net                                         4,957      4,910       16,609         8,320
                                                         --------   --------   ----------    ----------
TOTAL                                                       8,230      7,648       25,237        15,590
                                                         --------   --------   ----------    ----------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                 37,359     39,036      115,511       106,225
Other interest - net                                        7,844      1,415       12,038         4,524
Distributions on preferred securities of subsidiary         1,859      1,859        5,578         5,578
Allowance for borrowed funds used during construction      (2,704)    (1,973)      (6,858)       (5,185)
                                                         --------   --------   ----------    ----------
TOTAL                                                      44,358     40,337      126,269       111,142
                                                         --------   --------   ----------    ----------

INCOME BEFORE INCOME TAXES                                 82,073    157,447      254,914       268,260

Income taxes                                               29,720     60,122       92,133        99,363
                                                         --------   --------   ----------    ----------

NET INCOME                                                 52,353     97,325      162,781       168,897

Preferred dividend requirements and other                   1,201      1,349        3,782         8,668
                                                         --------   --------   ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                              $51,152    $95,976     $158,999      $160,229
                                                         ========   ========   ==========    ==========
See Notes to Financial Statements.






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

                                                                2001         2000
                                                                  (In Thousands)
                                                                      
                 OPERATING ACTIVITIES
Net income                                                     $162,781     $168,897
Noncash items included in net income:
  Amortization of rate deferrals                                  4,205        4,205
  Reserve for regulatory adjustments                            (22,880)     (82,637)
  Other regulatory credits - net                                (23,393)     (12,746)
  Depreciation, amortization, and decommissioning               148,319      145,682
  Deferred income taxes and investment tax credits              (17,478)      19,866
  Allowance for equity funds used during construction            (6,817)      (5,675)
  Gain on sale of assets                                         (1,811)      (1,595)
Changes in working capital:
  Receivables                                                   (69,940)    (129,735)
  Fuel inventory                                                (17,057)      (2,515)
  Accounts payable                                             (163,428)       4,179
  Taxes accrued                                                 120,593       95,878
  Interest accrued                                                5,776       20,172
  Deferred fuel costs                                           118,427       (1,240)
  Other working capital accounts                                 15,914       12,769
Provision for estimated losses and reserves                      (4,539)      (3,195)
Changes in other regulatory assets                              (31,610)     (27,392)
Other                                                            31,876       37,427
                                                               --------     --------
Net cash flow provided by operating activities                  248,938      242,345
                                                               --------     --------

                 INVESTING ACTIVITIES
Construction expenditures                                      (224,101)    (195,304)
Allowance for equity funds used during construction               6,817        5,675
Nuclear fuel purchases                                           (3,937)     (34,707)
Proceeds from sale/leaseback of nuclear fuel                      3,937       34,150
Decommissioning trust contributions and realized
    change in trust assets                                       (9,245)      (8,364)
Changes in other temporary investments - net                    (75,777)           -
Other regulatory investments                                    (22,628)     (80,516)
                                                               --------     --------
Net cash flow used in investing activities                     (324,934)    (279,066)
                                                               --------     --------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                    300,000      298,855
Retirement of:
  Long-term debt                                               (122,750)           -
  Redemption of preferred stock                                  (4,574)    (156,260)
Dividends paid:
  Common stock                                                  (78,500)     (73,400)
  Preferred stock                                                (3,830)      (9,540)
                                                               --------     --------
Net cash flow provided by financing activities                   90,346       59,655
                                                               --------     --------

Net increase in cash and cash equivalents                        14,350       22,934

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

Cash and cash equivalents at end of period                      $82,629      $55,246
                                                               ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                         $117,903      $91,865
  Income taxes                                                     $920       $7,659
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                ($10,172)     $15,500

See Notes to Financial Statements.





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

                                                                        2001        2000
                                                                         (In Thousands)
                                                                           
                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                  $23,419     $10,726
  Temporary cash investments - at cost,
    which approximates market                                            59,210      57,553
                                                                     ----------  ----------
        Total cash and cash equivalents                                  82,629      68,279
                                                                     ----------  ----------
Other temporary investments                                              75,777           -
Accounts receivable:
  Customer                                                              143,924     125,412
  Allowance for doubtful accounts                                        (2,131)     (2,131)
  Associated companies                                                   83,714      27,660
  Other                                                                  34,610      22,837
  Accrued unbilled revenues                                             119,985     136,384
                                                                     ----------  ----------
    Total accounts receivable                                           380,102     310,162
                                                                     ----------  ----------
Deferred fuel costs                                                     192,327     288,126
Fuel inventory - at average cost                                         54,315      37,258
Materials and supplies - at average cost                                 96,687     100,018
Rate deferrals                                                            1,402       5,606
Prepayments and other                                                    24,562      22,332
                                                                     ----------  ----------
TOTAL                                                                   907,801     831,781
                                                                     ----------  ----------

              OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                             242,628     243,555
Non-utility property - at cost (less accumulated depreciation)          194,425     194,422
Other - at cost (less accumulated depreciation)                          16,100      14,826
                                                                     ----------  ----------
TOTAL                                                                   453,153     452,803
                                                                     ----------  ----------

                      UTILITY PLANT
Electric                                                              7,612,205   7,574,905
Property under capital lease                                             30,355      38,564
Natural gas                                                              58,865      56,163
Construction work in progress                                           261,008     144,814
Nuclear fuel under capital lease                                         48,990      57,472
                                                                     ----------  ----------
TOTAL UTILITY PLANT                                                   8,011,423   7,871,918
Less - accumulated depreciation and amortization                      3,753,230   3,680,662
                                                                     ----------  ----------
UTILITY PLANT - NET                                                   4,258,193   4,191,256
                                                                     ----------  ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                       413,360     403,934
  Unamortized loss on reacquired debt                                    35,216      37,903
  Other regulatory assets                                               191,589     169,405
Long-term receivables                                                    27,360      29,586
Other                                                                    23,504      17,349
                                                                     ----------  ----------
TOTAL                                                                   691,029     658,177
                                                                     ----------  ----------

TOTAL ASSETS                                                         $6,310,176  $6,134,017
                                                                     ==========  ==========
See Notes to Financial Statements.






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

                                                                       2001        2000
                                                                        (In Thousands)
                                                                          
                   CURRENT LIABILITIES
Currently maturing long-term debt                                     $150,000     $122,750
Accounts payable:
  Associated companies                                                  40,691       66,312
  Other                                                                120,722      258,529
Customer deposits                                                       43,468       37,489
Taxes accrued                                                          252,961      132,368
Accumulated deferred income taxes                                       47,905       94,032
Nuclear refueling outage costs                                          16,163       10,209
Interest accrued                                                        49,315       43,539
Obligations under capital leases                                        41,130       42,524
Other                                                                   24,109       19,418
                                                                    ----------   ----------
TOTAL                                                                  786,464      827,170
                                                                    ----------   ----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                    1,162,627    1,115,119
Accumulated deferred investment tax credits                            165,575      171,000
Obligations under capital leases                                        38,214       53,512
Other regulatory liabilities                                                 -          669
Decommissioning                                                        145,076      142,604
Transition to competition                                               79,098       72,381
Regulatory reserves                                                     38,085       60,965
Accumulated provisions                                                  62,865       67,404
Other                                                                   81,380       98,501
                                                                    ----------   ----------
TOTAL                                                                1,772,920    1,782,155
                                                                    ----------   ----------

Long-term debt                                                       1,959,054    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                                                      365,568      285,128
                                                                    ----------   ----------
TOTAL                                                                1,680,553    1,600,055
                                                                    ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $6,310,176   $6,134,017
                                                                    ==========   ==========
See Notes to Financial Statements.




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


                                    Three Months Ended  Increase/
          Description             2001         2000    (Decrease)       %
                                     (In Millions)
Electric Operating Revenues:
  Residential                     $ 256.8     $ 237.8      $ 19.0          8
  Commercial                        159.9       133.2        26.7         20
  Industrial                        208.6       221.8       (13.2)        (6)
  Governmental                        9.6         7.7         1.9         25
                                  -------     -------      ------
    Total retail                    634.9       600.5        34.4          6
  Sales for resale
     Associated companies            40.0        63.5       (23.5)       (37)
     Non-associated companies        36.2        31.6         4.6         15
  Other                              (2.1)      115.7      (117.8)      (102)
                                  -------     -------     -------
    Total                         $ 709.0     $ 811.3     ($102.3)       (13)
                                  =======     =======     =======
Billed Electric Energy
 Sales (GWH):
  Residential                       3,045       3,340        (295)        (9)
  Commercial                        2,238       2,290         (52)        (2)
  Industrial                        3,948       4,481        (533)       (12)
  Governmental                        121         122          (1)        (1)
                                  -------     -------     -------
    Total retail                    9,352      10,233        (881)        (9)
  Sales for resale
     Associated companies             557         769        (212)       (28)
     Non-associated companies         801         698         103         15
                                  -------     -------     -------
    Total                          10,710      11,700        (990)        (8)
                                  =======     =======     =======

                                  Nine Months Ended     Increase/
          Description             2001         2000    (Decrease)       %
                                     (In Millions)
Electric Operating Revenues:
  Residential                     $ 639.6     $ 534.7     $ 104.9         20
  Commercial                        461.9       362.3        99.6         27
  Industrial                        774.4       614.5       159.9         26
  Governmental                       29.9        23.5         6.4         27
                                  -------     -------     -------
    Total retail                  1,905.8     1,535.0       370.8         24
  Sales for resale
     Associated companies            69.3        81.9       (12.6)       (15)
     Non-associated companies       120.8        76.4        44.4         58
  Other                              33.5       168.9      (135.4)       (80)
                                  -------     -------     -------
    Total                       $ 2,129.4   $ 1,862.2     $ 267.2         14
                                =========   =========     =======
Billed Electric Energy
 Sales (GWH):
  Residential                       7,188       7,274         (86)        (1)
  Commercial                        5,819       5,795          24          -
  Industrial                       12,784      13,396        (612)        (5)
  Governmental                        342         336           6          2
                                  -------     -------     -------
    Total retail                   26,133      26,801        (668)        (2)
  Sales for resale
     Associated companies           1,005       1,205        (200)       (17)
     Non-associated companies       2,496       2,266         230         10
                                  -------     -------     -------
    Total                          29,634      30,272        (638)        (2)
                                  =======     =======     =======




                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September 30,  2001
compared  to  the three months ended September 30, 2000 primarily  due  to
receipt  of  a final FERC order that will result in a refund  from  System
Energy.   The  accounting entries necessary to record the effects  of  the
order  reduced  purchased power expenses.  See Note  2  to  the  financial
statements  for  further  discussion of System Energy's  rate  proceeding.
Increased  regulatory credits also increased net income, and the  increase
was partially offset by decreased net revenue.

     Net  income  decreased for the nine months ended September  30,  2001
compared  to  the  nine months ended September 30, 2000 primarily  due  to
decreased net revenue and increased interest expense, partially offset  by
the  effect  of the final FERC order in the System Energy rate proceeding,
increased   regulatory  credits,  and  decreased   other   operation   and
maintenance expenses.

Revenues and Sales

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

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

Base rate changes                         $0.3                  ($7.6)
Fuel cost recovery                      (169.1)                 166.2
Sales volume/weather                     (27.0)                 (27.1)
Other revenue (including unbilled)       (45.7)                 (72.6)
Sales for resale                          (7.3)                  (5.9)
                                       -------                  -----
   Total                               ($248.8)                 $53.0
                                       =======                  =====

Base rate changes

      Base rate changes decreased for the nine months ended September  30,
2001  primarily  due to additional formula rate plan reductions  effective
August  2000, partially offset by higher prices for special-use industrial
customers  as  a  result of decreased usage which is  reflected  in  sales
volume/weather.

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 decreased for the three  months  ended
September  30,  2001 primarily due to decreased fuel and  purchased  power
expenses  as  a  result  of decreased market prices  of  natural  gas  and
purchased power in addition to fuel-related refunds that occurred in  July
through September 2001.  See Note 2 to the financial statements herein for
a discussion of the fuel-related refunds.



                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


     Fuel  cost  recovery  revenues increased for the  nine  months  ended
September 30, 2001 due to the recovery through the fuel adjustment  clause
of  higher  fuel and purchased power expenses.  The increase in  fuel  and
purchased power expenses was primarily due to the increased market  prices
of natural gas and purchased power early in 2001.

Sales volume/weather

     Lower  electric sales volume reduced revenues for the three and  nine
months ended September 30, 2001 because of decreased usage of 114 GWH  and
599  GWH, respectively, in the industrial sector.  The decreased usage  in
the  industrial sector resulted in higher rates for that sector, which  is
reflected  in  base  rate  changes.  Electric  sales  vary  seasonally  in
response to weather and usually peak in the summer.  The effect of milder-
than-normal summer weather also decreased usage by 404 GWH and 230 GWH for
the  three  and  nine months ended, respectively, in the  residential  and
commercial sectors.

Other revenue (including unbilled)

      Unbilled revenue decreased $51.2 million and $78.6 million  for  the
three  and  nine months ended September 30, 2001, respectively,  primarily
due  to  the  effect of lower fuel prices for the period included  in  the
September 2001 unbilled revenue calculation compared to the calculation in
the prior year.

Sales for resale

      Sales  for  resale  decreased for the three and  nine  months  ended
September 30, 2001 primarily due to a decrease in sales volume 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 decreased for the three  months
ended September 30, 2001 primarily due to:

     o decreased market prices of natural gas and purchased power;
     o decreased generation requirements; and
     o the reduction of $67.5 million in purchased power expenses as a
       result of the FERC-ordered refund from System Entergy.

     Fuel  and  purchased power expenses increased for  the  nine  months
ended September 30, 2001 primarily due to higher market prices of natural
gas  and  purchased power early in 2001, partially offset  by  the  FERC-
ordered refund from System Energy and decreased generation requirements.

Other operation and maintenance

      Other  operation and maintenance expenses decreased  for  the  nine
months  ended  September 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.



                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other regulatory charges (credits)

      Other  regulatory credits increased for the three and  nine  months
ended  September 30, 2001 primarily due to the amount of capacity charges
included  in purchased power costs for the summers of 2000 and 2001  that
Entergy Louisiana deferred and expects to recover in the future.

Other

Other income

      Other income decreased for the three months ended September 30, 2001
primarily  due  to  a  decrease  in interest  recorded  on  deferred  fuel
balances.

Interest and other charges

      Other  interest  increased  for the  three  and  nine  months  ended
September 30, 2001 primarily due to interest accrued on reserves  provided
for  fuel-related  refunds that were refunded in  July  through  September
2001.

Income taxes

      The  effective income tax rates for the three months ended September
30,  2001  and  2000  were 39.3% and 39.5%, respectively.   The  effective
income  tax  rates for the nine months ended September 30, 2001  and  2000
were 40.1% and 40.2%, respectively.




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

                                                         Three Months Ended      Nine Months Ended
                                                         2001        2000        2001         2000
                                                          (In Thousands)           (In Thousands)
                                                                               
                OPERATING REVENUES
Domestic electric                                       $473,342    $722,175  $1,570,040   $1,517,063
                                                        --------    --------  ----------   ----------
                OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                             93,989     235,362     518,458      367,301
   Purchased power                                        69,841     160,360     337,831      394,479
   Nuclear refueling outage expenses                       3,050       3,410       9,574       10,230
   Other operation and maintenance                        76,131      77,435     217,214      225,608
Decommissioning                                            2,606       2,606       7,818        7,817
Taxes other than income taxes                             20,314      21,173      57,031       55,889
Depreciation and amortization                             44,016      42,700     129,460      127,029
Other regulatory charges (credits) - net                 (29,133)        240     (28,053)         720
                                                        --------    --------  ----------   ----------
TOTAL                                                    280,814     543,286   1,249,333    1,189,073
                                                        --------    --------  ----------   ----------

OPERATING INCOME                                         192,528     178,889     320,707      327,990
                                                        --------    --------  ----------   ----------

                   OTHER INCOME
Allowance for equity funds used during construction        1,301       1,373       3,462        3,252
Gain on sale of assets                                         -           -         152            -
Miscellaneous - net                                          664       2,641       3,344        3,184
                                                        --------    --------  ----------   ----------
TOTAL                                                      1,965       4,014       6,958        6,436
                                                        --------    --------  ----------   ----------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                                24,176      25,418      73,366       73,360
Other interest - net                                       2,368       1,212       9,455        5,158
Distributions on preferred securities of subsidiary        1,575       1,575       4,725        4,725
Allowance for borrowed funds used during construction       (987)     (1,046)     (2,619)      (2,914)

                                                        --------    --------  ----------   ----------
TOTAL                                                     27,132      27,159      84,927       80,329
                                                        --------    --------  ----------   ----------

INCOME BEFORE INCOME TAXES                               167,361     155,744     242,738      254,097

Income taxes                                              65,846      61,577      97,329      102,051
                                                        --------    --------  ----------   ----------

NET INCOME                                               101,515      94,167     145,409      152,046

Preferred dividend requirements and other                  1,061       2,378       5,818        7,135
                                                        --------    --------  ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                            $100,454     $91,789    $139,591     $144,911
                                                        ========    ========  ==========   ==========
See Notes to Financial Statements.






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

                                                                  2001         2000
                                                                   (In Thousands)

                                                                        
                  OPERATING ACTIVITIES
Net income                                                       $145,409     $152,046
Noncash items included in net income:
  Reserve for regulatory adjustments                              (11,456)           -
  Other regulatory charges (credits) - net                        (28,053)         720
  Depreciation, amortization, and decommissioning                 137,278      134,846
  Deferred income taxes and investment tax credits                (55,380)      (1,395)
  Allowance for equity funds used during construction              (3,462)      (3,252)
  Gain on sale of assets                                             (152)           -
Changes in working capital:
  Receivables                                                     (21,389)    (141,381)
  Accounts payable                                                (97,696)     (65,280)
  Taxes accrued                                                   180,533      130,070
  Interest accrued                                                 (8,139)       9,015
  Deferred fuel costs                                             127,247      (69,348)
  Other working capital accounts                                  (68,284)      45,542
Provision for estimated losses and reserves                         1,499        3,378
Changes in other regulatory assets                                (31,841)      16,732
Other                                                              46,173        2,834
                                                                 --------     --------
Net cash flow provided by operating activities                    312,287      214,527
                                                                 --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                        (146,418)    (135,442)
Allowance for equity funds used during construction                 3,462        3,252
Nuclear fuel purchases                                                  -      (29,317)
Proceeds from sale/leaseback of nuclear fuel                            -       29,317
Decommissioning trust contributions and realized
    change in trust assets                                        (12,638)      (8,700)
Changes in other temporary investments - net                       (9,214)           -
                                                                 --------     --------
Net cash flow used in investing activities                       (164,808)    (140,890)
                                                                 --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                            -      148,754
Retirement of:
  Long-term debt                                                  (35,088)    (100,000)
  Redemption of preferred stock                                   (35,000)           -
Dividends paid:
  Common stock                                                    (85,500)     (57,800)
  Preferred stock                                                  (7,369)      (7,135)
                                                                 --------     --------
Net cash flow used in financing activities                       (162,957)     (16,181)
                                                                 --------     --------

Net increase (decrease) in cash and cash equivalents              (15,478)      57,456

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

Cash and cash equivalents at end of period                        $28,481      $65,190
                                                                 ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                            $91,077      $68,913
  Income taxes                                                       $550       $9,156
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                   ($4,792)      $4,396

See Notes to Financial Statements.






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

                                                                   2001         2000
                                                                    (In Thousands)
                                                                        
                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                              $21,844      $14,138
  Temporary cash investments - at cost,
    which approximates market                                         6,637       29,821
                                                                 ----------   ----------
        Total cash and cash equivalents                              28,481       43,959
                                                                 ----------   ----------
Other temporary investments                                           9,214            -
Notes receivable                                                          8        1,510
Accounts receivable:
  Customer                                                          101,075      111,292
  Allowance for doubtful accounts                                    (1,771)      (1,771)
  Associated companies                                               93,853       30,518
  Other                                                              10,717       13,698
  Accrued unbilled revenues                                         123,952      152,700
                                                                 ----------   ----------
    Total accounts receivable                                       327,826      306,437
                                                                 ----------   ----------
Deferred fuel costs                                                       -       84,051
Accumulated deferred income taxes                                    28,030            -
Materials and supplies - at average cost                             76,730       77,389
Deferred nuclear refueling outage costs                               7,115       16,425
Prepayments and other                                                11,098        9,996
                                                                 ----------   ----------
TOTAL                                                               488,502      539,767
                                                                 ----------   ----------

            OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                 14,230       14,230
Decommissioning trust funds                                         118,109      110,263
Non-utility property - at cost (less accumulated depreciation)       21,716       21,700
                                                                 ----------   ----------
TOTAL                                                               154,055      146,193
                                                                 ----------   ----------

                     UTILITY PLANT
Electric                                                          5,416,378    5,357,920
Property under capital lease                                        238,427      238,427
Construction work in progress                                       133,640       85,299
Nuclear fuel under capital lease                                     39,019       63,923
                                                                 ----------   ----------
TOTAL UTILITY PLANT                                               5,827,464    5,745,569
Less - accumulated depreciation and amortization                  2,533,080    2,441,937
                                                                 ----------   ----------
UTILITY PLANT - NET                                               3,294,384    3,303,632
                                                                 ----------   ----------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                   209,176      204,810
  Unamortized loss on reacquired debt                                29,566       33,244
  Other regulatory assets                                            78,356       50,881
Long-term receivables                                                 1,510            -
Other                                                                16,713       10,882
                                                                 ----------   ----------
TOTAL                                                               335,321      299,817
                                                                 ----------   ----------

TOTAL ASSETS                                                     $4,272,262   $4,289,409
                                                                 ==========   ==========
See Notes to Financial Statements.






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

                                                                     2001         2000
                                                                      (In Thousands)
                                                                          
                   CURRENT LIABILITIES
Currently maturing long-term debt                                    $170,368      $35,088
Accounts payable:
  Associated companies                                                 33,272       71,948
  Other                                                                85,821      144,841
Customer deposits                                                      61,108       60,227
Taxes accrued                                                         203,840       23,307
Accumulated deferred income taxes                                           -       20,545
Interest accrued                                                       27,397       35,536
Deferred fuel cost                                                     43,196            -
Obligations under capital leases                                       34,274       34,274
Other                                                                  23,105      102,614
                                                                   ----------   ----------
TOTAL                                                                 682,381      528,380
                                                                   ----------   ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     762,049      757,362
Accumulated deferred investment tax credits                           113,305      117,393
Obligations under capital leases                                        4,745       29,649
Regulatory reserves                                                         -       11,456
Accumulated provisions                                                 65,700       64,201
Other                                                                  75,920       61,724
                                                                   ----------   ----------
TOTAL                                                               1,021,719    1,041,785
                                                                   ----------   ----------

Long-term debt                                                      1,106,523    1,276,696
Preferred stock with sinking fund                                           -       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                                                     204,410      150,319
                                                                   ----------   ----------
TOTAL                                                               1,391,639    1,337,548
                                                                   ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

               TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $4,272,262   $4,289,409
                                                                   ==========   ==========
See Notes to Financial Statements.







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


                                     Three Months Ended   Increase/
          Description              2001         2000     (Decrease)       %
                                       (In Millions)
                                                               
Electric Operating Revenues:
  Residential                      $ 192.8      $ 284.1      ($91.3)        (32)
  Commercial                         106.0        145.9       (39.9)        (27)
  Industrial                         149.7        219.7       (70.0)        (32)
  Governmental                         8.7         11.6        (2.9)        (25)
                                   -------      -------      ------
    Total retail                     457.2        661.3      (204.1)        (31)
  Sales for resale
     Associated companies              9.2         15.0        (5.8)        (39)
     Non-associated companies          7.8          9.3        (1.5)        (16)
  Other                               (0.8)        36.6       (37.4)       (102)
                                   -------      -------      ------
    Total                          $ 473.4      $ 722.2     ($248.8)        (34)
                                   =======      =======     =======
Billed Electric Energy
 Sales (GWH):
  Residential                        2,749        3,103        (354)        (11)
  Commercial                         1,572        1,650         (78)         (5)
  Industrial                         3,675        3,789        (114)         (3)
  Governmental                         132          131           1           1
                                   -------      -------      ------
    Total retail                     8,128        8,673        (545)         (6)
  Sales for resale
     Associated companies              108          152         (44)        (29)
     Non-associated companies          114          122          (8)         (7)
                                   -------      -------      ------
    Total                            8,350        8,947        (597)         (7)
                                   =======      =======      ======

                                   Nine Months Ended      Increase/
          Description              2001         2000     (Decrease)       %
                                      (In Millions)
Electric Operating Revenues:
  Residential                      $ 541.1      $ 546.4       ($5.3)         (1)
  Commercial                         342.0        324.1        17.9           6
  Industrial                         613.1        533.2        79.9          15
  Governmental                        31.5         27.9         3.6          13
                                 ---------    ---------      ------
    Total retail                   1,527.7      1,431.6        96.1           7
  Sales for resale
     Associated companies             20.6         15.7         4.9          31
     Non-associated companies         20.0         30.8       (10.8)        (35)
  Other                                1.7         38.9       (37.2)        (96)
                                 ---------    ---------      ------
    Total                        $ 1,570.0    $ 1,517.0      $ 53.0           3
                                 =========    =========      ======
Billed Electric Energy
 Sales (GWH):
  Residential                        6,532        6,775        (243)         (4)
  Commercial                         4,080        4,094         (14)           -
  Industrial                        10,832       11,431        (599)         (5)
  Governmental                         380          362          18           5
                                 ---------    ---------      ------
    Total retail                    21,824       22,662        (838)         (4)
  Sales for resale
     Associated companies              269          168         101          60
     Non-associated companies          289          435        (146)        (34)
                                 ---------    ---------      ------
    Total                           22,382       23,265        (883)         (4)
                                 =========    =========      ======





                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

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

Revenues and Sales

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

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

Base rate changes                         $4.2                    $3.2
Grand Gulf rate rider                     (9.6)                  (12.5)
Fuel cost recovery                        68.6                   136.0
Sales volume/weather                      (8.1)                   (1.0)
Other revenue (including unbilled)         1.8                    (2.5)
Sales for resale                          (0.3)                   65.3
                                         -----                  ------
   Total                                 $56.6                  $188.5
                                         =====                  ======


Base rate changes

      Base  rate  changes increased for the three and  nine  months  ended
September  30,  2001  primarily due to an annual  rate  increase  of  $5.6
million under the formula rate plan, which became effective May 2001.

Grand Gulf rate rider

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

     Grand  Gulf  rate  rider revenue decreased for the  three  and  nine
months ended September 30, 2001 as a result of a lower rider which became
effective October 2000.

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.



                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      Fuel  cost recovery revenues increased for the three and nine months
ended  September 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 vary seasonally in response to weather  and  usually
peak in the summer.  Lower electric sales volume reduced revenues for  the
three months ended September 30, 2001 due to decreased usage of 310 GWH in
the  residential  and commercial sectors as a result of milder-than-normal
summer weather.  The decrease was also due to decreased usage of 61 GWH in
the industrial sector.

Sales for resale

      Sales  for resale increased for the nine months ended September  30,
2001  primarily due to increased net generation resulting in  more  energy
available for sale.  The increase came from sales to affiliates, which are
generally  made at a low margin.  The increase was partially offset  by  a
decrease in the average market price of energy.

Expenses

Fuel and purchased power

      Fuel  and  purchased power expenses increased for the  three  months
ended  September 30, 2001 primarily due to an over-recovery of fuel costs.
The  three  months  ended increase was partially offset by  the  decreased
market price of natural gas.

     Fuel  and  purchased  power  increased  for  the  nine  months  ended
September 30, 2001 primarily due to the increased market prices of natural
gas, oil, and purchased power.

Other operation and maintenance

      Other operation and maintenance expenses decreased for the three and
nine  months ended September 30, 2001 primarily due to a decrease of  $2.6
million and $11.5 million, respectively, in plant maintenance expenses due
to  outage costs at certain fossil plants in 2000.  The nine months  ended
decrease was partially offset by the following:

     o increased charitable donations of $1.9 million; and
     o return to service costs of $1.0 million for the Natchez steam plant.

Other regulatory charges (credits)

      Other  regulatory  charges  decreased for  the  three  months  ended
September 30, 2001 primarily due to a smaller over-recovery of Grand  Gulf
costs.

      Other  regulatory  credits  increased  for  the  nine  months  ended
September 30, 2001 primarily due to a greater under-recovery of Grand Gulf
costs in 2001.




                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other

Other income

      Interest  income  increased  for the three  and  nine  months  ended
September 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  nine  months  ended
September 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 September
30, 2001 and 2000 were 36.7% and 37.2%, respectively. The effective income
tax rates for the nine months ended September 30, 2001 and 2000 were 35.3%
and 35.6%, respectively.





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

                                                        Three Months Ended      Nine Months Ended
                                                        2001        2000        2001         2000
                                                         (In Thousands)           (In Thousands)
                                                                                
                OPERATING REVENUES
Domestic electric                                      $354,518    $297,966    $884,824     $696,346
                                                       --------    --------    --------     --------
                OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                           145,168      65,656     350,720      140,986
   Purchased power                                      104,352     111,677     282,190      283,544
   Other operation and maintenance                       40,230      42,390     112,951      121,093
Taxes other than income taxes                            12,962      12,906      36,027       34,174
Depreciation and amortization                            12,751      12,292      36,966       35,994
Other regulatory charges (credits) - net                  4,753      16,750     (14,502)       2,262
                                                       --------    --------    --------     --------
TOTAL                                                   320,216     261,671     804,352      618,053
                                                       --------    --------    --------     --------

OPERATING INCOME                                         34,302      36,295      80,472       78,293
                                                       --------    --------    --------     --------

                   OTHER INCOME
Allowance for equity funds used during construction         784         662       1,799        1,912
Miscellaneous - net                                       6,625       2,246      14,772        6,656
                                                       --------    --------    --------     --------
TOTAL                                                     7,409       2,908      16,571        8,568
                                                       --------    --------    --------     --------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                               11,745      11,012      35,048       31,026
Other interest - net                                      1,039         673       3,351        2,370
Allowance for borrowed funds used during construction      (685)       (518)     (1,548)      (1,502)
                                                       --------    --------    --------     --------
TOTAL                                                    12,099      11,167      36,851       31,894
                                                       --------    --------    --------     --------

INCOME BEFORE INCOME TAXES                               29,612      28,036      60,192       54,967

Income taxes                                             10,864      10,425      21,236       19,556
                                                       --------    --------    --------     --------

NET INCOME                                               18,748      17,611      38,956       35,411

Preferred dividend requirements and other                   555         842       2,240        2,527
                                                       --------    --------    --------     --------

EARNINGS APPLICABLE TO
COMMON STOCK                                            $18,193     $16,769     $36,716      $32,884
                                                       ========    ========    ========     ========
See Notes to Financial Statements.





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

                                                                2001         2000
                                                                  (In Thousands)
                                                                      
                 OPERATING ACTIVITIES
Net income                                                      $38,956      $35,411
Noncash items included in net income:
  Other regulatory charges (credits) - net                      (14,502)       2,262
  Depreciation and amortization                                  36,966       35,994
  Deferred income taxes and investment tax credits              (66,707)      23,697
  Allowance for equity funds used during construction            (1,799)      (1,912)
  (Gain)/loss on sale of assets                                      (3)           2
Changes in working capital:
  Receivables                                                  (201,114)     (30,932)
  Fuel inventory                                                 (2,042)         705
  Accounts payable                                              (14,127)      (9,520)
  Taxes accrued                                                  81,226       18,406
  Interest accrued                                                3,370        3,609
  Deferred fuel costs                                            23,844       36,679
  Other working capital accounts                                 16,765        4,021
Provision for estimated losses and reserves                      (4,100)        (699)
Changes in other regulatory assets                              135,154      (17,643)
Other                                                            31,242       20,612
                                                               --------     --------
Net cash flow provided by operating activities                   63,129      120,692
                                                               --------     --------

                 INVESTING ACTIVITIES
Construction expenditures                                      (106,273)     (91,895)
Allowance for equity funds used during construction               1,799        1,912
Other regulatory investments                                          -     (124,851)
                                                               --------     --------
Net cash flow used in investing activities                     (104,474)    (214,834)
                                                               --------     --------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                     69,620      119,057
Dividends paid:
  Common stock                                                  (17,300)     (18,000)
  Preferred stock                                                (2,527)      (2,527)
                                                               --------     --------
Net cash flow provided by financing activities                   49,793       98,530
                                                               --------     --------

Net increase in cash and cash equivalents                         8,448        4,388

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

Cash and cash equivalents at end of period                      $13,561       $9,175
                                                               ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                          $33,114      $28,060
  Income taxes                                                        -     ($28,748)

See Notes to Financial Statements.






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

                                                                     2001        2000
                                                                      (In Thousands)
                                                                         
                    CURRENT ASSETS
Cash and cash equivalents                                            $13,561       $5,113
Accounts receivable:
  Customer                                                            86,174       44,517
  Allowance for doubtful accounts                                     (1,044)      (1,044)
  Associated companies                                               179,083       10,741
  Other                                                                2,579        9,964
  Accrued unbilled revenues                                           32,100       33,600
                                                                  ----------   ----------
    Total accounts receivable                                        298,892       97,778
                                                                  ----------   ----------
Deferred fuel costs                                                  114,299       64,950
Fuel inventory - at average cost                                       5,478        3,436
Materials and supplies - at average cost                              17,459       18,485
Prepayments and other                                                  7,119        3,004
                                                                  ----------   ----------
TOTAL                                                                456,808      192,766
                                                                  ----------   ----------

            OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                   5,531        5,531
Non-utility property - at cost (less accumulated depreciation)         6,755        6,851
                                                                  ----------   ----------
TOTAL                                                                 12,286       12,382
                                                                  ----------   ----------

                     UTILITY PLANT
Electric                                                           1,914,826    1,885,501
Property under capital lease                                             219          290
Construction work in progress                                        101,566       44,085
                                                                  ----------   ----------
TOTAL UTILITY PLANT                                                2,016,611    1,929,876
Less - accumulated depreciation and amortization                     750,507      733,977
                                                                  ----------   ----------
UTILITY PLANT - NET                                                1,266,104    1,195,899
                                                                  ----------   ----------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     30,869       25,544
  Unamortized loss on reacquired debt                                 14,224       15,122
  Deferred fuel costs                                                 22,468       95,661
  Other regulatory assets                                                200      140,679
Other                                                                  7,715        5,886
                                                                  ----------   ----------
TOTAL                                                                 75,476      282,892
                                                                  ----------   ----------

TOTAL ASSETS                                                      $1,810,674   $1,683,939
                                                                  ==========   ==========
See Notes to Financial Statements.






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

                                                                          2001        2000
                                                                           (In Thousands)
                                                                             
                     CURRENT LIABILITIES
Currently maturing long-term debt                                         $65,000          $-
Accounts payable:
  Associated companies                                                     76,764      92,980
  Other                                                                    29,022      26,933
Customer deposits                                                          28,668      26,368
Taxes accrued                                                             113,088      31,862
Accumulated deferred income taxes                                          33,552      47,734
Interest accrued                                                           16,469      13,099
Obligations under capital leases                                               35          79
Other                                                                      19,807       2,540
                                                                       ----------  ----------
TOTAL                                                                     382,405     241,595
                                                                       ----------  ----------

           DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                         261,581     306,295
Accumulated deferred investment tax credits                                18,283      19,408
Obligations under capital leases                                              184         211
Accumulated provisions                                                      2,706       6,806
Other                                                                      42,606      31,339
                                                                       ----------  ----------
TOTAL                                                                     325,360     364,059
                                                                       ----------  ----------

Long-term debt                                                            589,675     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 in 2001 and 2000             199,326     199,326
Capital stock expense and other                                               (59)        (59)
Retained earnings                                                         263,586     244,170
                                                                       ----------  ----------
TOTAL                                                                     513,234     493,818
                                                                       ----------  ----------

Commitments and Contingencies (Notes 1 and 2)

                   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $1,810,674  $1,683,939
                                                                       ==========  ==========
See Notes to Financial Statements.





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


                                    Three Months Ended   Increase/
         Description              2001         2000     (Decrease)      %
                                      (In Millions)
Electric Operating Revenues:
  Residential                     $ 147.6      $ 128.8     $ 18.8          15
  Commercial                        106.5         84.4       22.1          26
  Industrial                         55.8         43.4       12.4          29
  Governmental                        9.1          7.3        1.8          25
                                ---------    ---------     ------
    Total retail                    319.0        263.9       55.1          21
  Sales for resale
     Associated companies            26.9         27.9       (1.0)         (4)
     Non-associated companies         7.8          7.1        0.7          10
  Other                               0.8         (1.0)       1.8         180
                                ---------    ---------     ------
    Total                         $ 354.5      $ 297.9     $ 56.6          19
                                =========    =========     ======
Billed Electric Energy
 Sales (GWH):
  Residential                       1,655        1,855       (200)        (11)
  Commercial                        1,300        1,349        (49)         (4)
  Industrial                          794          855        (61)         (7)
  Governmental                        106          112         (6)         (5)
                                ---------    ---------     ------
    Total retail                    3,855        4,171       (316)         (8)
  Sales for resale
     Associated companies             423          355         68          19
     Non-associated companies         117          105         12          11
                                ---------    ---------     ------
    Total                           4,395        4,631       (236)         (5)
                                =========    =========     ======

                                  Nine Months Ended      Increase/
         Description              2001         2000     (Decrease)       %
                                       (In Millions)
Electric Operating Revenues:
  Residential                     $ 317.6      $ 268.4     $ 49.2          18
  Commercial                        255.0        209.1       45.9          22
  Industrial                        146.3        120.0       26.3          22
  Governmental                       23.7         19.4        4.3          22
                                ---------    ---------     ------
    Total retail                    742.6        616.9      125.7          20
  Sales for resale
     Associated companies           109.6         40.9       68.7         168
     Non-associated companies        17.4         20.8       (3.4)        (16)
  Other                              15.2         17.7       (2.5)        (14)
                                ---------    ---------     ------
    Total                         $ 884.8      $ 696.3    $ 188.5          27
                                =========    =========    =======
Billed Electric Energy
 Sales (GWH):
  Residential                       3,907        3,890         17           -
  Commercial                        3,299        3,275         24           1
  Industrial                        2,279        2,384       (105)         (4)
  Governmental                        289          281          8           3
                                ---------    ---------     ------
    Total retail                    9,774        9,830        (56)         (1)
  Sales for resale
     Associated companies           1,755          561      1,194         213
     Non-associated companies         225          244        (19)         (8)
                                ---------    ---------     ------
    Total                          11,754       10,635      1,119          11
                                =========    =========     ======





                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income (Loss)

     Entergy New Orleans experienced a net loss for the three months ended
September 30, 2001, and experienced significantly lower net income for the
nine  months  ended September 30, 2001, primarily because of significantly
lower  net  revenue  and  increased other operation  and  maintenance  and
interest expenses.

Revenues and Sales

Electric operating revenues

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

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

Base rate changes                          ($4.6)                ($8.3)
Fuel cost recovery                           2.3                  79.0
Sales volume/weather                        (8.1)                (10.1)
Other revenue (including unbilled)         (16.5)                (12.3)
Sales for resale                            (3.6)                (11.3)
                                          ------                 -----
   Total                                  ($30.5)                $37.0
                                          ======                 =====

Base rate changes

      Base  rate changes decreased revenues for the three and nine  months
ended  September  30,  2001 primarily due to rate reductions  that  became
effective in 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  nine  months  ended
September  30, 2001 primarily due to recovery through the fuel  adjustment
clause of higher fuel and purchased power expenses.  The increase in  fuel
and  purchased power expenses was a result of increased market  prices  of
natural gas and purchased power early in 2001.

Sales volume/weather

      Lower electric sales volume reduced revenues for the three and  nine
months ended September 30, 2001 due to decreased weather-adjusted usage of
83  GWH  and  138  GWH, respectively, in the residential, commercial,  and
governmental  sectors.   Electric sales vary  seasonally  in  response  to
weather  and usually peak in the summer.  Less favorable weather decreased
electric sales by 105 GWH and 108 GWH for the three and nine months  ended
September  30,  2001,  respectively, in the residential,  commercial,  and
governmental sectors.



                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other revenue (including unbilled)

     Unbilled revenues decreased $13 million and $10 million for the three
and  nine months ended September 30, 2001, respectively, primarily due  to
the effects of lower fuel prices and less favorable weather for the period
included  in  the September 2001 unbilled revenue calculation compared  to
the calculation in the prior year.

Sales for resale

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

Gas operating revenues

     Gas  operating revenues increased for the nine months ended September
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  nine  months
ended September 30, 2001 primarily due to the increased market prices  of
natural gas and purchased power early in 2001.

Other operation and maintenance

      Other  operation and maintenance expenses increased  for  the  three
months ended September 30, 2001 primarily due to increases in:

     o plant maintenance of $1.7 million;
     o vegetation maintenance spending of $1.4 million; and
     o uncollectible receivable write-offs of $1.1 million.

      Other  operation  and maintenance expenses increased  for  the  nine
months ended September 30, 2001 primarily due to increases in:

     o plant maintenance of $2.5 million;
     o uncollectible receivable write-offs of $2.1 million; and
     o increased customer service support costs of $1.4 million.

Taxes other than income taxes

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




                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Amortization of rate deferrals

      Amortization  of  rate deferrals decreased for the  three  and  nine
months  ended September 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 was completed in September 2001.

Other

Interest and other charges

      Interest  on  long-term debt increased for  the  nine  months  ended
September 30, 2001 primarily due to the issuance of $30 million  of  long-
term  debt in July 2000 and the issuance of $30 million of long-term  debt
in February 2001.

Income taxes

      There  was  no effective income tax rate for the three months  ended
September  30, 2001 as a result of the net loss generated.  For the  three
months  ended September 30, 2000, the effective income tax rate was 40.7%.
For  the  nine  months  ended September 30, 2001 and 2000,  the  effective
income tax rates were 46.5% and 42.2%, respectively.  The increase for the
nine  months  ended  September 30, 2001 in  the  effective  tax  rate  was
primarily  due  to  the decrease in pre-tax income,  which  increased  the
impact of flow-through items.





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

                                                         Three Months Ended    Nine Months Ended
                                                          2001       2000      2001         2000
                                                          (In Thousands)        (In Thousands)
                                                                              
                 OPERATING REVENUES
Domestic electric                                       $154,462   $184,933   $422,751    $385,730
Natural gas                                               12,675     15,928    108,710      71,523
                                                        --------   --------   --------    --------
TOTAL                                                    167,137    200,861    531,461     457,253
                                                        --------   --------   --------    --------

                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                             46,139     60,389    206,826     142,421
   Purchased power                                        74,067     61,197    181,393     135,091
   Other operation and maintenance                        24,575     20,277     67,151      59,934
Taxes other than income taxes                             12,424     14,133     37,418      32,829
Depreciation and amortization                              6,372      5,796     18,879      17,306
Other regulatory credits - net                            (3,721)    (2,163)    (7,427)     (5,497)
Amortization of rate deferrals                             4,628      9,096     10,977      21,573
                                                        --------   --------   --------    --------
TOTAL                                                    164,484    168,725    515,217     403,657
                                                        --------   --------   --------    --------

OPERATING INCOME                                           2,653     32,136     16,244      53,596
                                                        --------   --------   --------    --------

                    OTHER INCOME
Allowance for equity funds used during construction          535        312      1,386         907
Miscellaneous - net                                        1,561      1,145      2,575       2,562
                                                        --------   --------   --------    --------
TOTAL                                                      2,096      1,457      3,961       3,469
                                                        --------   --------   --------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                 4,661      3,840     13,229      10,479
Other interest - net                                         734        349      1,545       1,175
Allowance for borrowed funds used during construction       (473)      (239)    (1,179)       (684)
                                                        --------   --------   --------    --------
TOTAL                                                      4,922      3,950     13,595      10,970
                                                        --------   --------   --------    --------

INCOME (LOSS) BEFORE INCOME TAXES                           (173)    29,643      6,610      46,095

Income taxes                                                 135     12,050      3,073      19,468
                                                        --------   --------   --------    --------

NET INCOME (LOSS)                                           (308)    17,593      3,537      26,627

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

EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                                               ($549)   $17,352     $2,813     $25,903
                                                        ========   ========   ========    ========
See Notes to Financial Statements.





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

                                                               2001         2000
                                                                (In Thousands)
                                                                    
                 OPERATING ACTIVITIES
Net income                                                      $3,537     $26,627
Noncash items included in net income:
  Amortization of rate deferrals                                10,977      21,573
  Reserve for regulatory adjustments                            (1,176)          -
  Other regulatory credits - net                                (7,427)     (5,497)
  Depreciation and amortization                                 18,879      17,306
  Deferred income taxes and investment tax credits             (43,474)      4,390
  Allowance for equity funds used during construction           (1,386)       (907)
Changes in working capital:
  Receivables                                                  (90,495)    (56,406)
  Fuel inventory                                                 1,148       1,895
  Accounts payable                                             (21,707)     13,473
  Taxes accrued                                                 44,901      19,588
  Interest accrued                                              (3,145)     (2,377)
  Deferred fuel costs                                           30,616     (27,391)
  Other working capital accounts                                37,000         104
Provision for estimated losses and reserves                     (2,234)       (900)
Changes in other regulatory assets                              33,334      (7,777)
Other                                                            7,806       6,544
                                                              --------    --------
Net cash flow provided by operating activities                  17,154      10,245
                                                              --------    --------

                 INVESTING ACTIVITIES
Construction expenditures                                      (44,286)    (29,602)
Allowance for equity funds used during construction              1,386         907
Changes in other temporary investments - net                      (100)          -
                                                              --------    --------
Net cash flow used in investing activities                     (43,000)    (28,695)
                                                              --------    --------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                    29,763      29,607
Dividends paid:
  Common stock                                                    (800)     (9,500)
  Preferred stock                                                 (724)       (482)
                                                              --------    --------
Net cash flow provided by financing activities                  28,239      19,625
                                                              --------    --------

Net increase in cash and cash equivalents                        2,393       1,175

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

Cash and cash equivalents at end of period                      $8,695      $5,629
                                                              ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                         $17,536     $13,747
  Income taxes                                                       -     ($2,368)

See Notes to Financial Statements.






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

                                                            2001         2000
                                                             (In Thousands)
                                                                 
                    CURRENT ASSETS
Cash and cash equivalents                                    $8,695      $6,302
Other temporary investments                                     100           -
Accounts receivable:
  Customer                                                   66,363      67,264
  Allowance for doubtful accounts                              (770)       (770)
  Associated companies                                       90,686       2,800
  Other                                                       5,418       3,709
  Accrued unbilled revenues                                  28,639      26,838
                                                           --------    --------
    Total accounts receivable                               190,336      99,841
                                                           --------    --------
Deferred fuel costs                                               -      28,234
Accumulated deferred income taxes                             9,888           -
Fuel inventory - at average cost                              3,056       4,204
Materials and supplies - at average cost                      7,861       9,630
Rate deferrals                                                    -      10,974
Prepayments and other                                         5,185       1,416
                                                           --------    --------
TOTAL                                                       225,121     160,601
                                                           --------    --------

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

                    UTILITY PLANT
Electric                                                    579,576     572,061
Natural gas                                                 141,062     134,826
Construction work in progress                                57,881      36,489
                                                           --------    --------
TOTAL UTILITY PLANT                                         778,519     743,376
Less - accumulated depreciation and amortization            402,811     394,271
                                                           --------    --------
UTILITY PLANT - NET                                         375,708     349,105
                                                           --------    --------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Unamortized loss on reacquired debt                           814         974
  Other regulatory assets                                    11,342      44,676
Other                                                         2,149         616
                                                           --------    --------
TOTAL                                                        14,305      46,266
                                                           --------    --------

TOTAL ASSETS                                               $618,393    $559,231
                                                           ========    ========
See Notes to Financial Statements.





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

                                                                      2001        2000
                                                                       (In Thousands)
                                                                          
                   CURRENT LIABILITIES
Accounts payable:
  Associated companies                                               $37,600     $24,637
  Other                                                               22,896      57,566
Customer deposits                                                     18,709      18,311
Taxes accrued                                                         50,724       5,823
Accumulated deferred income taxes                                          -       6,543
Interest accrued                                                       2,974       6,119
Deferred fuel cost                                                     2,382           -
Other                                                                 41,813       3,211
                                                                    --------    --------
TOTAL                                                                177,098     122,210
                                                                    --------    --------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     14,776      43,754
Accumulated deferred investment tax credits                            5,487       5,868
SFAS 109 regulatory liability - net                                   15,847      12,607
Other regulatory liabilities                                               -         537
Accumulated provisions                                                 6,237       8,471
Other                                                                 13,466      12,356
                                                                    --------    --------
TOTAL                                                                 55,813      83,593
                                                                    --------    --------

Long-term debt                                                       229,072     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                                                     66,592      64,579
                                                                    --------    --------
TOTAL                                                                156,410     154,397
                                                                    --------    --------

Commitments and Contingencies (Notes 1 and 2)

               TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $618,393    $559,231
                                                                    ========    ========
See Notes to Financial Statements.




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


                                    Three Months Ended   Increase/
          Description               2001        2000    (Decrease)    %
                                      (In Millions)
Electric Operating Revenues:
  Residential                      $ 70.2      $ 80.4      ($10.2)    (13)
  Commercial                         53.8        55.4        (1.6)     (3)
  Industrial                          8.9         7.6         1.3      17
  Governmental                       23.5        23.4         0.1       -
                                   ------      ------       -----
    Total retail                    156.4       166.8       (10.4)     (6)
  Sales for resale
     Associated companies             0.7         3.9        (3.2)    (82)
     Non-associated companies         1.3         1.7        (0.4)    (24)
  Other                              (4.0)       12.5       (16.5)   (132)
                                   ------      ------       -----
    Total                         $ 154.4     $ 184.9      ($30.5)    (16)
                                  =======     =======      ======
Billed Electric Energy
 Sales (GWH):
  Residential                         721         851        (130)    (15)
  Commercial                          633         676         (43)     (6)
  Industrial                          117         103          14      14
  Governmental                        293         308         (15)     (5)
                                   ------      ------       -----
    Total retail                    1,764       1,938        (174)     (9)
  Sales for resale
     Associated companies               9          50         (41)    (82)
     Non-associated companies          21          25          (4)    (16)
                                   ------      ------       -----
    Total                           1,794       2,013        (219)    (11)
                                   ======      ======       =====

                                  Nine Months Ended     Increase/
          Description             2001         2000    (Decrease)    %
                                      (In Millions)
Electric Operating Revenues:
  Residential                     $ 157.0     $ 144.6      $ 12.4       9
  Commercial                        150.7       123.5        27.2      22
  Industrial                         25.7        17.7         8.0      45
  Governmental                       65.3        52.3        13.0      25
                                   ------      ------       -----
    Total retail                    398.7       338.1        60.6      18
  Sales for resale
     Associated companies             9.3        17.5        (8.2)    (47)
     Non-associated companies         3.0         6.1        (3.1)    (51)
  Other                              11.7        24.0       (12.3)    (51)
                                   ------      ------       -----
    Total                         $ 422.7     $ 385.7      $ 37.0      10
                                  =======     =======      ======
Billed Electric Energy
 Sales (GWH):
  Residential                       1,576       1,727        (151)     (9)
  Commercial                        1,665       1,723         (58)     (3)
  Industrial                          313         289          24       8
  Governmental                        768         805         (37)     (5)
                                   ------      ------       -----
    Total retail                    4,322       4,544        (222)     (5)
  Sales for resale
     Associated companies              99         351        (252)    (72)
     Non-associated companies          48         104         (56)    (54)
                                   ------      ------       -----
    Total                           4,469       4,999        (530)    (11)
                                   ======      ======       =====





                       SYSTEM ENERGY RESOURCES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS

Net Income

      Net  income increased for the three and nine months ended  September
30,  2001  compared to the three and nine months ended September 30,  2000
because  of  the final resolution of System Energy's 1995 rate  proceeding
and  the resulting reductions in decommissioning, depreciation, and income
tax expenses, partially offset by a decrease in revenue and an increase in
interest  expense.   See  Note 2 to the financial statements  for  further
discussion of System Energy's rate proceeding.

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 nine months ended September 30, 2001 primarily due  to  an
increase  in  the  provision  for rate refund  resulting  from  the  final
resolution of System Energy's 1995 rate proceeding.

Expenses

Decommissioning

      Decommissioning  expenses decreased for the three  and  nine  months
ended  September 30, 2001 primarily due to the effects of the  final  FERC
order addressing System Energy's rate proceeding.

Depreciation and amortization

      Depreciation and amortization expenses decreased for the  three  and
nine  months ended September 30, 2001 primarily due to the effects of  the
final FERC order addressing System Energy's rate proceeding.

Other regulatory charges

      Other  regulatory  charges  decreased for  the  three  months  ended
September  30, 2001 primarily due to the suspension of GGART  recovery  at
Entergy  Arkansas in July 2001.  The GGART is discussed in Note 2  to  the
financial statements.

Other

Interest income

     Interest income increased for the three and nine months ended
September 30, 2001 to recognize interest on decommissioning funds
resulting from the final FERC order addressing System Energy's rate
proceeding.

Interest expense

      Interest  on long-term debt decreased for the three and nine  months
ended  September 30, 2001 primarily due to a decrease in interest  expense
associated  with  the sale-leaseback of Grand Gulf 1,  decreased  interest
expense  on the sale-leaseback line of credit, and a decrease in  interest
expense  due to the retirement of $77.9 million in long-term debt in  2000
and 2001.

      Other interest expense increased for the three and nine months ended
September 30, 2001 primarily due
to the effects of the final FERC order addressing System Energy's rate
proceeding.


                       SYSTEM ENERGY RESOURCES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Income taxes

      The  effective income tax rates for the three months ended September
30,  2001  and 2000 were 0% and 47.3%, respectively. The effective  income
tax rates for the nine months ended September 30, 2001 and 2000 were 30.6%
and 47.7%, respectively.  The decreases in 2001 in the effective tax rates
were  due  to the effects of the final resolution of System Energy's  1995
rate proceeding.




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

                                                         Three Months Ended   Nine Months Ended
                                                          2001      2000      2001       2000
                                                           (In Thousands)      (In Thousands)
                                                                           
                 OPERATING REVENUES
Domestic electric                                        $66,276  $169,114  $370,343   $485,592
                                                         -------  --------  --------   --------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              9,092     9,941    26,985     31,482
   Nuclear refueling outage expenses                       2,627     3,600    10,648     10,504
   Other operation and maintenance                        23,927    24,892    61,735     63,222
Decommissioning                                          (26,738)    4,736   (17,266)    14,208
Taxes other than income taxes                              6,177     7,094    19,345     19,262
Depreciation and amortization                            (44,435)   35,115    12,273     91,046
Other regulatory charges - net                            11,720    16,156    50,842     46,952
                                                         -------  --------  --------   --------
TOTAL                                                    (17,630)  101,534   164,562    276,676
                                                         -------  --------  --------   --------

OPERATING INCOME                                          83,906    67,580   205,781    208,916
                                                         -------  --------  --------   --------

                    OTHER INCOME
Allowance for equity funds used during construction          544       211     1,298      1,317
Miscellaneous - net                                       13,595     5,590    23,390     14,781
                                                         -------  --------  --------   --------
TOTAL                                                     14,139     5,801    24,688     16,098
                                                         -------  --------  --------   --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                16,032    20,420    53,799     67,183
Other interest - net                                      44,728     8,098    62,364     22,238
Allowance for borrowed funds used during construction       (251)     (113)     (612)      (766)
                                                         -------  --------  --------   --------
TOTAL                                                     60,509    28,405   115,551     88,655
                                                         -------  --------  --------   --------

INCOME BEFORE INCOME TAXES                                37,536    44,976   114,918    136,359

Income taxes                                                (257)   21,267    35,125     65,078
                                                         -------  --------  --------   --------

NET INCOME                                               $37,793   $23,709   $79,793    $71,281
                                                         =======   =======   =======   ========

See Notes to Financial Statements.





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

                                                                2001         2000
                                                                 (In Thousands)
                                                                     
                 OPERATING ACTIVITIES
Net income                                                      $79,793     $71,281
Noncash items included in net income:
  Reserve for regulatory adjustments                           (322,368)     45,881
  Other regulatory charges - net                                 50,842      46,952
  Depreciation, amortization, and decommissioning                (4,993)    105,254
  Deferred income taxes and investment tax credits              115,981     (56,861)
  Allowance for equity funds used during construction            (1,298)     (1,317)
Changes in working capital:
  Receivables                                                    10,421     154,032
  Accounts payable                                              516,329     (12,045)
  Taxes accrued                                                 (68,530)     11,721
  Interest accrued                                              (15,704)     (9,899)
  Other working capital accounts                                (30,088)     16,486
Provision for estimated losses and reserves                        (665)       (203)
Changes in other regulatory assets                               10,929      37,386
Other                                                           (18,502)    (36,423)
                                                               --------    --------
Net cash flow provided by operating activities                  322,147     372,245
                                                               --------    --------

                 INVESTING ACTIVITIES
Construction expenditures                                       (29,840)    (28,148)
Allowance for equity funds used during construction               1,298       1,317
Nuclear fuel purchases                                          (37,639)         (7)
Proceeds from sale/leaseback of nuclear fuel                     37,639           7
Decommissioning trust contributions and realized
    change in trust assets                                      (14,639)    (17,368)
Changes in other temporary investments - net                   (153,157)          -
                                                               --------    --------
Net cash flow used in investing activities                     (196,338)    (44,199)
                                                               --------    --------

                 FINANCING ACTIVITIES
Retirement of long-term debt                                   (151,800)    (47,947)
Dividends paid:
  Common stock                                                  (65,800)    (71,700)
                                                               --------    --------
Net cash flow used in financing activities                     (217,600)   (119,647)
                                                               --------    --------

Net increase (decrease) in cash and cash equivalents            (91,791)    208,399

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

Cash and cash equivalents at end of period                     $110,427    $243,551
                                                               ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                         $128,588     $72,049
  Income taxes                                                   $3,463    $104,042
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                 ($6,667)     $4,988

See Notes to Financial Statements.





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

                                                                      2001        2000
                                                                       (In Thousands)
                                                                          
                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                    $98          $44
  Temporary cash investments - at cost,
    which approximates market                                         110,329      202,174
                                                                   ----------   ----------
        Total cash and cash equivalents                               110,427      202,218
                                                                   ----------   ----------
Other temporary investments                                           153,157            -
Accounts receivable:
  Associated companies                                                202,632      212,551
  Other                                                                 1,692        2,194
                                                                   ----------   ----------
    Total accounts receivable                                         204,324      214,745
                                                                   ----------   ----------
Materials and supplies - at average cost                               51,944       52,235
Deferred nuclear refueling outage costs                                11,356        6,577
Prepayments and other                                                  28,243        2,639
                                                                   ----------   ----------
TOTAL                                                                 559,451      478,414
                                                                   ----------   ----------

             OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                           165,544      157,572
                                                                   ----------   ----------

                     UTILITY PLANT
Electric                                                            3,100,564    3,093,033
Property under capital lease                                          449,851      449,851
Construction work in progress                                          39,167       24,029
Nuclear fuel under capital lease                                       68,907       49,256
                                                                   ----------   ----------
TOTAL UTILITY PLANT                                                 3,658,489    3,616,169
Less - accumulated depreciation and amortization                    1,404,296    1,407,885
                                                                   ----------   ----------
UTILITY PLANT - NET                                                 2,254,193    2,208,284
                                                                   ----------   ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     189,475      195,634
  Unamortized loss on reacquired debt                                  49,275       51,957
  Other regulatory assets                                             169,747      174,517
Other                                                                   8,584        8,172
                                                                   ----------   ----------
TOTAL                                                                 417,081      430,280
                                                                   ----------   ----------

TOTAL ASSETS                                                       $3,396,269   $3,274,550
                                                                   ==========   ==========
See Notes to Financial Statements.






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

                                                                      2001        2000
                                                                       (In Thousands)
                                                                          
                  CURRENT LIABILITIES
Currently maturing long-term debt                                     $47,691     $151,800
Accounts payable:
  Associated companies                                                521,993        2,722
  Other                                                                20,643       23,585
Taxes accrued                                                               -       68,530
Accumulated deferred income taxes                                       3,505        1,648
Interest accrued                                                       28,303       44,007
Obligations under capital leases                                       32,119       32,119
Other                                                                   1,679        1,674
                                                                   ----------   ----------
TOTAL                                                                 655,933      326,085
                                                                   ----------   ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     518,407      391,505
Accumulated deferred investment tax credits                            86,909       89,516
Obligations under capital leases                                       36,788       17,137
FERC settlement - refund obligation                                    25,234       30,745
Other regulatory liabilities                                          139,095      103,634
Decommissioning                                                       126,607      153,197
Regulatory reserves                                                         -      322,368
Accumulated provisions                                                     24          689
Other                                                                  16,634       15,394
                                                                   ----------   ----------
TOTAL                                                                 949,698    1,124,185
                                                                   ----------   ----------

Long-term debt                                                        883,219      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                                                     118,069      104,076
                                                                   ----------   ----------
TOTAL                                                                 907,419      893,426
                                                                   ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

              TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY           $3,396,269   $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 had to be given by December 2000,
and  Entergy's  potential  liability is  limited  to  A$100  million  ($49
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,  had
to  be  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 September 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.  Regarding the property damage and replacement
power  insurance  programs,  a  proposed revision  is  currently  pending
approval  by the members that provides for sharing among the  members  of
limits up to $3.24 billion for all terrorist loss among the members  that
might be incurred within one year.  If the proposal is approved, it could
become effective as early as November 15, 2001.

     Entergy purchased the Indian Point 1 and Indian Point 2 nuclear power
plants in September 2001 from Consolidated Edison. Indian Point 1 has been
shut  down and in safe storage since the early 1970s.  Entergy's  domestic
non-utility nuclear business has accepted assignment of the Indian Point 2
spent  fuel disposal contract with the DOE previously held by Consolidated
Edison.   Consolidated Edison has paid or retained liability for  the  DOE
fees  for  all  generation prior to the purchase date of Indian  Point  2.
Indian Point 2 currently has sufficient spent fuel storage capacity  until
approximately 2004.

      As  part  of the Indian Point 1 and 2 purchase, Consolidated  Edison
transferred  a  $430 million decommissioning trust fund,  along  with  the
liability  to decommission Indian Point 2 and Indian Point 1, to Entergy's
domestic  non-utility nuclear business.  Entergy also funded an additional
$25  million  resulting in a total fund of $455 million at  September  30,
2001.   Entergy believes that Indian Point 1 and 2's decommissioning  fund
will  be  adequate to cover future decommissioning costs for these  plants
without any additional deposits to the trust.

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
September  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 September 30, 2001, a remaining recorded liability  of
approximately  $15.4  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 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  September  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 Gulf States, Entergy
Louisiana, and Entergy Mississippi)

      Entergy  Corporation,  Entergy Gulf States, Entergy  Louisiana,  and
Entergy  Mississippi are defendants in numerous lawsuits filed  by  former
employees   asserting   that  they  were  wrongfully   terminated   and/or
discriminated  against  on  the  basis of  age,  race,  and/or  sex.   The
defendant  companies are vigorously defending these  suits  and  deny  any
liability to the plaintiffs.  However, no assurance can be given as to the
outcome of these cases.

Reimbursement Agreement  (System Energy)

      Under  a  bank letter of credit and reimbursement agreement,  System
Energy has agreed to a number of covenants relating to the maintenance  of
certain  capitalization and fixed charge coverage ratios.   System  Energy
agreed,  during the term of the agreement, to maintain its equity  at  not
less than 33% of its adjusted capitalization (defined in the agreement  to
include  certain  amounts  not  included in capitalization  for  financial
statement  purposes).   In  addition, System Energy  must  maintain,  with
respect  to each fiscal quarter during the term of the agreement, a  ratio
of  adjusted net income to interest expense (calculated, in each case,  as
specified  in  the  agreement) of at least 1.60  times  earnings.   System
Energy  was in compliance with the above covenants at September 30,  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.

     In  September  2001, the APSC staff issued a report recommending  the
following:

     o the APSC use its statutory authority to delay retail open access
       until October 1, 2004;
     o the APSC recommend to the Arkansas General Assembly that legislation
       be enacted to further delay or repeal retail open access, with repeal
       as the better approach; and
     o further suspension of all rulemaking activity to implement retail
       open access.

Entergy  Arkansas agreed in reply testimony to the proposed further  delay
of  retail  open access but opposed repeal of deregulation legislation  as
premature  at  this time.  A hearing is currently scheduled  for  November
2001.

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.  On August 3, 2001, the  PUCT
staff  filed  a  petition requesting that the PUCT determine  whether  the
market is ready for retail open access 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 project  in  SERC  has  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.  Certain cities served by Entergy Gulf States also filed  a
petition  asking  the PUCT to delay competition for Entergy  Gulf  States.
Several parties, including Entergy Gulf States and the PUCT staff,  agreed
to  a non-unanimous settlement that was filed with the PUCT on October 22,
2001.   A  hearing was held before the PUCT on October 31, 2001  at  which
time  the  PUCT voted to approve the settlement.  The settlement agreement
contains several points, including:

     o a delay in the commencement of retail open access until at least
       September 15, 2002, subject to certain provisions of the settlement
       agreement;
     o suspension of additional capacity auctions until at least sixty days
       before retail open access commences (the capacity auctions are
       discussed below);
     o continuation of Entergy Gulf States' current pilot project;
     o initiation by the PUCT of a project to develop market protocols to
       support retail open access;
     o efforts to develop an interim solution to implement retail open
       access no sooner than September 15, 2002 in the event that a
       functional, FERC-approved RTO is not likely to be achieved in the
       2002 time frame (the RTO and related power region certification
       issue are discussed below);
     o going forward with the currently pending proceedings (discussed
       below) to determine the fuel and base rate components of the
       price-to-beat rates with implementation of these rates when retail
       open access begins, without escalation of the fuel component during
       the delay period;
     o continuation of Entergy Gulf States' current bundled rates and fuel
       factor methodology until the commencement of retail open access unless
       addressed in the interim solution; and
     o continuation  of efforts by Entergy Gulf States to  obtain  the
       appropriate approvals with respect to its business separation  plan
       (discussed below) with the actual business separation not occurring
       until the eve of retail open access.

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' September 30, 2001 net utility  plant
book value of $4.3 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
approximately  $2.1  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.    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 within 1 year and 3 years, respectively, of  the
assumption.  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 within  one
year of the assumption.  The 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,  and  the  transfers  must  be
completed within 3 years of the commencement of retail open access.

     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 within the required period 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 in an
interim order.  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 proceeding  described  above
that  has  delayed the commencement of retail open access 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  described above, 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 the LPSC approved the settlement
in  September  2001.  With respect to issues related to the separation  of
generation,  the  LPSC  scheduled a hearing in November  2001  to  address
settled issues.  In light of the delay in the commencement of retail  open
access,  the  procedural schedule in the LPSC docket has been  temporarily
suspended to assess the impact of the PUCT decision.

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  Texas
jurisdictional  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 Entergy's "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 stipulation, Entergy
       Gulf States offered to sell at auction entitlements to approximately 425
       megawatts of its installed generation capacity in Texas.   Auctions
       occurred in September 2001, and not all of the entitlements offered at
       auction sold.  The settlement that delayed retail open access provides
       for suspension of additional capacity auctions until at least 60 days
       prior to the  introduction of retail open access.  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
       December 2001 to elect to purchase its pro rata share of this
       capacity.  If the capacity purchase is elected, it will be for the
       period from the inception of retail open access in Texas for Entergy
       Gulf States through June 2008.

     Beginning  on  the date retail open access begins, 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 it is 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.   In
October  2001,  the PUCT indicated its intent to defer a final  ruling  on
this  proceeding until a date closer to opening the market to retail  open
access.

     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   order   on   the  establishment  of  regional   transmission
organizations (RTOs), discussed in "MANAGEMENT'S FINANCIAL DISCUSSION  AND
ANALYSIS  -  SIGNIFICANT  FACTORS AND KNOWN  TRENDS".   In  addition,  the
settlement  that  has  delayed  the commencement  of  retail  open  access
requires  a  new power region certification proceeding.  If  Entergy  Gulf
States'  power region in Texas is not certified by the PUCT before  retail
open  access  is  introduced, 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.

     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, and the gas price was updated in  October
2001.   After  the  gas price update, Entergy Gulf States is  recommending
that  the  PUCT  approve  an average fuel factor of approximately  $29/MWH
adjusted,  if necessary, to maintain an adequate competitive margin.   The
request  proceeded to hearing in early October 2001, and  an  ALJ  made  a
recommendation  in November 2001 that would result in a lower  factor.   A
PUCT  decision is expected by December 2001.  In June 2001,  Entergy  Gulf
States  filed  tariffs  for the non-fuel component  of  the  price-to-beat
rates.   The tariffs are based on Entergy Gulf States' current base rates.
In   September  2001,  Entergy  Gulf  States  entered  into  a   unanimous
settlement.  A final decision from the PUCT is expected in November 2001.

     The  PUCT  had 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.
Retail  open  access has been delayed in SWEPCO's service  territory,  and
Entergy's contract to provide POLR services will expire before retail open
access begins there.  Another designation of a POLR in that territory will
be  necessary  if retail open access is implemented there.  The  PUCT  has
designated  SWEPCO's affiliated retail electric provider as the  POLR  for
the  residential  and  small  non-residential customers  in  Entergy  Gulf
States'  Texas  service  territory.  Retail competition  in  Entergy  Gulf
States'  Texas service territory has been delayed until at least September
15,  2002,  and  it  will  not be necessary for SWEPCO's  retail  electric
provider  to  provide  POLR  service in the service  territory  under  the
contract  that  has been negotiated until retail open access  begins.   If
retail  open  access  does not begin in the Entergy  Gulf  States  service
territory  in 2002, SWEPCO's contract to provide POLR service will  likely
expire, and another retail electric provider will have to be designated to
serve as the POLR when retail open access does begin.  At that time, it is
also  possible  that an Entergy-affiliated Texas retail electric  provider
will  be  designated to serve as the POLR for residential and  small  non-
residential customers at the price-to-beat rate in the service  territory.
Neither  the timing nor the outcome of these proceedings can be  predicted
at this time.

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 if it transfers 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 the date retail
       open access is scheduled to begin;
     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 concluded that retail competition  is not in the public interest  at
this   time  for  any  customer  class.   Nevertheless,   the  LPSC  staff
recommended  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 recommended 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.  During its October 2001 meeting, the LPSC
adopted dates by which a total of 800 MW of co- or  self-generation  could
be  developed  in  Louisiana without being  affected  by  stranded  costs.
During its November 2001 meeting, the LPSC decided not to adopt a plan for
retail open access at this time, but to have  collaborative group meetings
concerning  open  access from time to time,  and to have  the  LPSC  staff
monitor  developments in neighboring states  and to  report  to  the  LPSC
regarding the progress of retail access  developments in those states.  At
this  time,  no  further moves toward retail  access in  Louisiana  appear
likely until sometime during or after 2004.

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.  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) in June  2001  and
$7.9 million ($4.8 million after tax) in September 2001.  Interest of $4.6
million ($2.8 million after tax) was also recorded in the transition  cost
account for the first nine 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  not  to  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  the general rate proceeding that is currently scheduled  to  be
filed  in  January  2002. No assurance can be give 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  possible
discontinuance  of  SFAS 71 accounting treatment to the  Texas  generation
business, the determination of the market value of generation assets,  and
any future legislation in Texas addressing 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.    The   settlement   that    delayed
implementation  of  retail open access in Texas for  Entergy  Gulf  States
provides  that  Entergy  Gulf  States  will  continue  the  use  of   this
methodology until retail open access begins.  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  a
surcharge  to collect $28 million, plus interest, of under-recovered  fuel
and  purchased power costs.  A hearing on the merits concluded  in  August
2001  and issuance of a final order is pending. No assurance can be  given
as to the outcome of this proceeding.

     In  November 2001, Entergy Gulf States filed an application with  the
PUCT  requesting  an  interim  surcharge  to  collect  $71  million,  plus
interest,  of  under-recovered fuel and purchased power expenses  incurred
from September 2000 through September 2001.  Entergy Gulf States made  the
application pursuant to one of the terms of the settlement agreement  that
delayed  implementation of retail open access in Texas  for  Entergy  Gulf
States.  Entergy Gulf States requests that the surcharge begin January  1,
2002  and  end September 30, 2002.  No assurance can be given  as  to  the
outcome of this request.

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 was 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 been established by the LPSC and a hearing is scheduled  for
April 2002.

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.  In September 2001, the LPSC  approved  a
settlement in which Entergy Louisiana 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 to address the return on common equity issue
has been established and a hearing is scheduled for February 2002.

       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 been established and a hearing is  scheduled  for
March 2002.

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 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  made  through  the fuel adjustment clause  over  a  three-month
period beginning in July 2001.

     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 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 of $12.7 million in gas rates and an
increase  of  $12.5  million  in  electric  rates  might  be  appropriate.
Proceedings on Entergy New Orleans' filing have been deferred  until  June
2002.   Entergy  New Orleans' rate decrease that would  have  occurred  in
October  2001 upon completion of its Grand Gulf 1 phase-in plan  has  also
been  deferred.   As a result of the deferral of the proceedings,  Entergy
New Orleans' rates will remain at their current level at this time.

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 $100 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 scheduled to begin in February 2002.  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 filed a response to the Council in  September
2001.  Entergy  New Orleans has documented a full reconciliation  for  the
natural  gas  costs  during  that period.  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.  System Energy implemented the rate increase  in  December
1995.

     After a hearing, FERC issued an order in the proceeding in July 2000.
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 and the July  2000
order  became final.  FERC also ordered System Energy to file a compliance
tariff  to the July 2000 order and to make refunds in compliance with  the
order  within 30 days after acceptance of the tariff.  FERC has not  acted
on  the  compliance tariff filing, which System Energy made on August  29,
2001.

     In  accord with regulatory accounting principles, during the pendency
of  the case System Energy recorded reserves for potential refunds against
its  revenues.   Upon the order becoming final, Entergy Arkansas,  Entergy
Louisiana,  Entergy Mississippi, Entergy New Orleans,  and  System  Energy
recorded  entries  to spread the impacts of FERC's order  to  the  various
revenue, expense, asset, and liability accounts affected, as if the  order
had  been in place since commencement of the case in 1995.  System  Energy
also  recorded an additional reserve amount against its revenue, to adjust
its  estimate of the impact of the order, and recorded additional interest
expense  on that reserve.  System Energy also recorded reductions  in  its
depreciation and its decommissioning expenses to reflect the lower  levels
in FERC's order, and reduced tax expense affected by the order.

      In  August 2001, Entergy Arkansas filed an application with the APSC
for approval of a plan to refund to ratepayers approximately $62.5 million
in  early 2002 as a result of the final FERC order in System Energy's rate
increase  proceeding.  In October 2001, the APSC approved the issuance  of
refund checks to Entergy Arkansas' ratepayers.

      Entergy  Mississippi's  allocation of  the  proposed  System  Energy
wholesale rate increase is $21.6 million annually.  In July 1995,  Entergy
Mississippi  filed  a  schedule with the MPSC  that  deferred  the  retail
recovery of the System Energy rate increase.  The deferral plan, which was
approved  by the MPSC, began in December 1995, the effective date  of  the
System  Energy rate increase, and was effective until the issuance of  the
final order by FERC.  Under this plan, the deferral period was anticipated
to  have ended by September 1998, and the deferred amount would have  been
amortized  over 48 months beginning in October 1998.  Entergy  Mississippi
filed  a  revised deferral plan with the MPSC in August 1998 that provided
for  recovery, effective with October 1998 billings, of $11.8  million  of
the  System  Energy  rate increase that was approved  by  the  FERC  ALJ's
initial decision in July 1996.  The $11.8 million was being amortized over
the  original  48-month period, which began in October  1998.   In  August
2000,  as  a result of the July 2000 FERC Order and Entergy's request  for
rehearing, Entergy Mississippi filed a second revised deferral  plan  with
the  MPSC that provides for a one year suspension of the recovery  of  the
ALJ  amount deferred prior to October 1998.  The amount of System Energy's
proposed  increase in excess of the $11.8 million was also deferred  until
the issuance of a final order by FERC, or October 2002, whichever occurred
first.   As  a  result of the final resolution of the FERC  order  and  in
accordance  with  Entergy  Mississippi's  second  revised  deferral  plan,
refunds  to  Entergy  Mississippi from System Energy, including  interest,
will  be  credited  against deferral balances and any  refund  amounts  in
excess  of  the  deferral balances will be included as  a  credit  to  the
amounts   billed  in  October  2001  through  September  2002  to  Entergy
Mississippi's customers under its Grand Gulf Riders.

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 nine months ended September 30, 2001, Entergy Corporation
repurchased  989,100  shares of common stock in the  open  market  for  an
aggregate purchase price of approximately $36.9 million.

     During  the nine months ended September 30, 2001, Entergy Corporation
issued  2,317,797  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 Corporation)

             On August 24, 2001, Entergy Corporation paid off the outstanding
Saltend  Project  credit facilities of approximately  $550  million  using
proceeds from the sale of the plant.

(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.

      On  August  22,  2001, Entergy Gulf States issued  $300  million  of
Floating Rate Series First Mortgage Bonds due September 1, 2004,  with  an
initial  interest  rate of 4.829% per annum.  The proceeds  were  used  to
reduce the short-term debt that was incurred to repay, at maturity, $122.8
million  of 6.41% Series First Mortgage Bonds due August 1, 2001  and  for
general  corporate purposes.  The proceeds will also be used to repay,  at
maturity, $150 million of 8.21% Series First Mortgage Bonds due January 1,
2002.

(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  October  26,  2001,  Entergy Corporation's  Board  of  Directors
declared  a common stock dividend of $0.33 per share, payable on  December
1, 2001, to holders of record on November 13, 2001.


NOTE 6.  BUSINESS SEGMENT INFORMATION  (Entergy Corporation)

      Entergy's reportable segments as of September 30, 2001, are domestic
utility  and  System Energy, energy commodity services, and domestic  non-
utility  nuclear.   During  the  third  quarter  of  2001,  Entergy  began
integration  of  Entergy-Koch and Entergy Wholesale  Operations  into  the
energy  commodity  services segment. Prior to the third quarter  of  2001,
Entergy-Koch  and Entergy Wholesale Operations were reported  as  separate
segments.

     Prior  to  the  first  quarter of 2001, Entergy  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  its power marketing and trading business to Entergy-Koch, which is now
a  part  of the energy commodity services segment.  Results from  Entergy-
Koch   are  reported  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.
Entergy  Wholesale  Operations,  which  includes  Entergy's  global  power
development  business  and  is now part of the energy  commodity  services
segment,  and  domestic non-utility nuclear were reported in  "all  other"
prior  to  2001.   "All  Other" now includes the parent  company,  Entergy
Corporation,  and other business activity, which 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
September 30, 2001 and 2000 is as follows (in thousands):



                         Domestic    Energy    Domestic Non-All Other*  Eliminations Consolidated
                         Utility    Commodity    Utility
                        and System  Services*   Nuclear *
                          Energy
                                                                     
2001
Operating Revenues      $2,005,043    $361,760    $203,783     $5,970        ($820)    $2,575,736
Equity in Earnings
  of Unconsolidated
  Equity Affiliates              -      58,414           -          -             -        58,414
Income Taxes (Benefit)     125,218      44,138      23,399     (7,455)            -       185,300
Net Income (Loss)          228,523      67,241      34,636    (12,946)            -       317,454

2000
Operating Revenues      $2,412,482    $971,428     $56,962     $8,240      ($17,557)   $3,431,555
Income Taxes (Benefit)     199,142       5,404       4,799     (1,418)            -       207,927
Net Income                 290,694       6,827       6,547      2,621             -       306,689


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



                         Domestic    Energy    Domestic Non-All Other*  Eliminations Consolidated
                         Utility    Commodity    Utility
                        and System  Services*   Nuclear *
                          Energy
                                                                    
2001
Operating Revenues      $6,011,105  $1,155,738    $533,199    $26,450       ($3,054)  $7,723,438
Equity in Earnings
  of Unconsolidated
  Equity Affiliates              -     153,957           -          -             -      153,957
Income Taxes (Benefit)     325,951      78,706      65,642    (10,726)            -      459,573
Net Income (Loss)          524,116     115,765      98,966    (14,940)            -      723,907
Total Assets            20,597,897   2,210,727   3,367,953    878,371      (873,314)  26,181,634

2000
Operating Revenues      $5,511,403  $1,709,003    $179,911    $22,515      ($41,997)  $7,380,835
Income Taxes               390,640      22,549      21,843      5,584             -      440,616
Net Income                 564,978      48,699      30,078     17,117             -      660,872
Total Assets            20,560,181   2,280,131     645,698  1,070,935      (529,842)  24,027,103



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 withdrawn 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  recently adopted certain interpretations of SFAS 133,  and  is
considering  other  interpretations of that  standard,  that  will  affect
Entergy's future financial statements.  Entergy expects to implement these
interpretations by no later than the second quarter of 2002.  Entergy  has
not completed its assessment of the impact of these interpretations.


NOTE 9.  ACQUISITIONS, DISPOSITIONS, AND EQUITY METHOD INVESTMENTS
(Entergy Corporation)

Acquisition of Indian Point 2

      In  September 2001, Entergy's domestic non-utility nuclear  business
acquired  the  951  MW  Indian  Point 2 nuclear  power  plant  located  in
Westchester  County,  New  York from Consolidated  Edison.   Entergy  paid
approximately  $600  million in cash at the closing of  the  purchase  and
received the plant, nuclear fuel, materials and supplies, a purchase power
agreement   (PPA),  and  assumed  certain  liabilities.   On  the   second
anniversary of the Indian Point 2 acquisition, Entergy's nuclear  business
will  also  begin to pay NYPA $10 million per year for up to 10  years  in
accordance  with the Indian Point 3 purchase agreement.   Under  the  PPA,
Consolidated Edison will purchase 100% of Indian Point 2's output  for  an
average price of $39/MWh through 2004.  Consolidated Edison transferred  a
$430  million  decommissioning trust fund, along  with  the  liability  to
decommission  Indian  Point 2 and Indian Point  1,  to  Entergy.   Entergy
acquired  Indian Point 1 in the transaction, a plant that  has  been  shut
down and in safe storage since the 1970s.

      The  acquisition was accounted for using the purchase  method.   The
results  of  operations of Indian Point 2 subsequent to the purchase  date
have  been included in Entergy's consolidated results of operations.   The
Indian  Point  2  purchase price has been preliminarily allocated  to  the
assets  acquired  and  liabilities assumed based on their  estimated  fair
values  on  the  purchase date.  The allocation was based  on  preliminary
information and ultimate amounts are likely to change.

Asset Disposition

     In  August  2001,  Entergy's EWO business sold the Saltend  plant  to
Calpine  Corporation  for  a cash payment of approximately  $800  million.
Entergy's gain on the sale was approximately $69.9 million ($45.4  million
after  tax).  The results of operations of the Saltend plant are  included
in  Entergy's consolidated statements of income through the date of  sale.
The  gain arising from the sale is included in operating revenues in  that
statement. EWO actively manages its assets as an investment portfolio, and
attempts   to   maximize  flexibility  to  respond  to  different   market
environments.  Active management of the portfolio will continue to  result
in:    the   sale  of  projects  at  various  stages  in  their  planning,
development, or operation; the abandonment of projects; or, the commercial
operation  of projects by EWO.  In the sales transaction, Entergy  or  its
subsidiaries made certain warranties to the purchasers.  Entergy  believes
that  it  has  provided  adequate reserves  for  these  warranties  as  of
September 30, 2001.

Equity Method Investments

      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.

      Entergy  also  owns investments in the following companies  that  it
accounts for under the equity method of accounting:  Generandes Peru S.A.,
in  which  it owns 34% of the voting power; Compania Electrica San  Isidro
S.A., in which it owns 25% of the voting power; RS Cogen LLC, in which  it
holds a 50% member interest; and EntergyShaw LLC, in which it holds a  50%
member interest.  Following is a summary of combined financial information
reported by Entergy's equity method investees (in thousands):


September 30, 2001                Three Months    Nine Months
                                      Ended          Ended
Income Statement Items
     Operating revenues            $2,909,807      $7,727,012
     Operating income                  92,925         232,988
     Net income                        67,483         183,251


Balance Sheet Items
     Current assets                                $2,831,424
     Noncurrent assets                              2,961,457
     Current liabilities                            2,534,427
     Noncurrent liabilities                         1,345,572


Prior  to  the formation of Entergy-Koch in January 2001 and  its  results
during  2001,  Entergy's equity method investees were  immaterial  to  its
results  of  operations  and  financial position.   Therefore,  summarized
financial information for 2000 is not presented.

NOTE  10.   NEW  ACCOUNTING PRONOUNCEMENTS (Entergy  Corporation,  Entergy
Arkansas,  Entergy  Gulf States, Entergy Louisiana,  Entergy  Mississippi,
Entergy New Orleans, and System Energy)

     In mid-2001, the FASB issued the following pronouncements:

     o SFAS 141, "Business Combinations";
     o SFAS 142, "Goodwill and Other Intangible Assets";
     o SFAS 143, "Accounting for Asset Retirement Obligations"; and
     o SFAS 144, "Accounting for the Impairment or Disposal of Long-lived
       Assets".

     SFAS  141, which Entergy will implement for all business combinations
initiated after June 30, 2001, eliminates the pooling-of-interests  method
of  accounting  for business combinations and requires that  all  business
combinations be accounted for using the purchase accounting method.   SFAS
141  also  requires the recording of all acquired intangible  assets  that
either arise from contractual or legal rights, or that are separable  from
the acquired entity. The implementation of SFAS 141 on July 1, 2001 had no
impact on Entergy's financial statements.

     SFAS  142,  which Entergy will implement effective January  1,  2002,
eliminates   the   amortization   of  goodwill   arising   from   business
combinations.  Instead, goodwill will be subject to a periodic  impairment
test  at  the  "reporting  unit"  level.  SFAS  142  also  eliminates  the
arbitrary   40-year  cap  on  useful  lives  of  intangible  assets,   and
acknowledges that some intangible assets may have indefinite useful lives.
The  implementation  of  SFAS  142  will  require  Entergy  to  cease  the
amortization   of  the  remaining  acquisition  adjustment   recorded   in
conjunction  with  its acquisition of Entergy Gulf States.   Entergy  will
also   be  required  to  perform  an  impairment  test  on  the  remaining
acquisition adjustment.  Entergy has not completed its assessment  of  the
impact of the implementation of this standard.

     SFAS  143,  which is required to be implemented by January  1,  2003,
requires the recording of liabilities for all legal obligations associated
with  the  retirement  of long-lived assets that result  from  the  normal
operation of those assets.  These liabilities are required to be  recorded
at  their  fair values (which are likely to be the present values  of  the
estimated  future  cash flows) in the period in which they  are  incurred.
SFAS  143 requires the associated asset retirement costs to be capitalized
as  part  of  the  carrying  amount of the long-lived  asset.   The  asset
retirement  obligation  will be accreted each year  through  a  charge  to
expense.  The amounts added to the carrying amounts of the assets will  be
depreciated over the useful lives of the assets.  Upon adoption,  the  net
effects  of  implementing this standard, to the extent that they  are  not
recorded  as  regulatory  assets or liabilities,  will  be  recognized  as
cumulative  effects of an accounting change in Entergy's income statement.
Entergy has not yet completed its assessment of the likely overall  impact
of this standard on its financial statements.

     SFAS  144,  which Entergy will implement effective January  1,  2002,
promulgates  standards for measuring and recording  impairments  of  long-
lived  assets.   Additionally, this standard establishes requirements  for
classifying an asset as held for sale, and changes existing accounting and
reporting  standards for discontinued operations and  exchanges  of  long-
lived assets.  Entergy does not expect the implementation of this standard
to have a significant effect on Entergy's financial position or results of
operations.
                    __________________________________

      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 November 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

(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)

      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 August 2001 the LDEQ published  a
notice  of intent to issue a rule for control of NOx as part of the  State
Implementation  Plan  (SIP) to bring this area into  attainment  with  the
National Ambient 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 generating units.   Preliminary
analyses  indicate compliance costs may be as much as $47 million overall.
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 NOx rule.  Entergy Gulf States will be  required
to obtain revised operating permits from LDEQ and meet new, lower emission
limits  for  NOx.   Entergy expects to file before  October  2002  revised
permit applications containing its detailed compliance strategy.  In  late
August  2001,  however, a federal magistrate issued a report  recommending
that  the EPA be ordered to make a determination regarding the ozone  non-
attainment  status  and any reclassification of the  area  required  as  a
result  of  the  determination.  The recommendation  might  result  in  an
upgrade  from  the current status of "serious" to "severe"  non-attainment
classification for the Baton Rouge area.  If this occurs, LDEQ  ozone  SIP
rulemakings  could  be affected, especially in terms of  scheduling.   The
specific impact of the magistrate's recommendation on Entergy Gulf  States
will remain unclear until the EPA responds to the magistrate's report.

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

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


                          Ratios of Earnings to Fixed Charges
                                  Twelve Months Ended
                                   December 31,            September 30,
                       1996   1997    1998    1999   2000      2001

Entergy Arkansas       2.93   2.54   2.63    2.08    3.01      3.48
Entergy Gulf States    1.47   1.42   1.40    2.18    2.60      2.39
Entergy Louisiana      3.16   2.74   3.18    3.48    3.33      3.13
Entergy Mississippi    3.40   2.98   3.12    2.44    2.33      2.30
Entergy New Orleans    3.51   2.70   2.65    3.00    2.66       (b)
System Energy          2.21   2.31   2.52    1.90    2.41      2.02


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

Entergy Arkansas          2.44   2.24   2.28    1.80    2.70      3.13
Entergy Gulf States (a)   1.19   1.23   1.20    1.86    2.39      2.29
Entergy Louisiana         2.64   2.36   2.75    3.09    2.93      2.82
Entergy Mississippi       2.95   2.69   2.80    2.18    2.09      2.10
Entergy New Orleans       3.22   2.44   2.41    2.74    2.43       (b)

(a)  "Preferred Dividends" in the case of Entergy Gulf States  also
     include dividends on preference stock.
(b)  Earnings  for the twelve months ended September 30, 2001,  for
     Entergy  New Orleans were not adequate to cover fixed  charges
     and  combined fixed charges and preferred dividends  by  $11.4
     million and $13.1 million, respectively.

Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

    4(a) -   Fifty-sixth Supplemental Indenture, dated as of  July  1,
             2001,  to  Entergy Arkansas' Mortgage and Deed of  Trust,
             dated as of October 1, 1944.

**  4(b) -   Assumption  Agreement, dated July 12, 2001,  among  First
             Union  National Bank, as Additional Lender,  Entergy  and
             Citibank N.A., as Agent (filed as Exhibit 5(a) to Rule 24
             Certificate dated November 6, 2001 in File No. 70-9749).

**  4(b) -   Sixtieth  Supplemental Indenture, dated as of  August  1,
             2001, to Entergy Gulf States' Mortgage and Deed of Trust,
             dated as of September 1, 1926 (filed as Exhibit A-2(a) to
             Rule 24 Certificate dated September 10, 2001 in File  No.
             70-9751).

    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   September  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  September  30,
     2001.

**   Incorporated herein by reference as indicated.


     (b)   Reports on Form 8-K

     Entergy Corporation

           A Current Report on Form 8-K, dated July 3, 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 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".

     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 August 13, 2001,
           was  filed with the SEC on August 13, 2001, reporting
           information  under Item 4. "Changes  in  Registrant's
           Certifying   Accountant"  and  Item   7.   "Financial
           Statements,   Pro  Forma  Financial  Statements   and
           Exhibits".

     Entergy Corporation

           A  Current Report on Form 8-K, dated August 15, 2001,
           was  filed with the SEC on August 15, 2001, reporting
           information  under Item 5. "Other  Events",  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  September  26,
           2001,  was filed with the SEC on September 26,  2001,
           reporting   information  under  Item  7.   "Financial
           Statements,   Pro  Forma  Financial  Statements   and
           Exhibits" and Item 9. "Regulation FD Disclosure".

     Entergy Gulf States

           A  Current Report on Form 8-K, dated October 5, 2001,
           was filed with the SEC on October 15, 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 October 22, 2001,
           was filed with the SEC on October 22, 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
                             Senior Vice President and Chief Accounting Officer
                               (For each Registrant and for each as
                                   Principal Accounting Officer)


Date:     November 9, 2001