_____________________________________________________________________
                            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, 2002

          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, 2002
Entergy Corporation     ($0.01 par value)         222,013,494

      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, 2001, and the Quarterly Reports  on
Form  10-Q  for the quarters ended March 31, 2002 and June 30,  2002,
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 and the
availability  of capital, the onset of competition,  the  ability  to
recover net regulatory assets and other potential stranded costs, the
effects  of 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, including the use of financial  and
derivative  instruments and volatility of changes in  market  prices,
changes  in the number of participants and the risk profile  of  such
participants in the energy marketing and trading business, 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, 2002



Definitions
Management's Financial Discussion and Analysis -
  Significant Factors and Known Trends
Management's Financial Discussion and Analysis -
 Liquidity and Capital Resources
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations
     Consolidated Statements of Income
     Consolidated Statements of Cash Flows
     Consolidated Balance Sheets
     Consolidated Statements of Retained Earnings,
      Comprehensive Income, and Paid-In Capital
     Selected Operating Results
  Entergy Arkansas, Inc.:
     Results of Operations
     Income Statements
     Statements of Cash Flows
     Balance Sheets
     Selected Operating Results
  Entergy Gulf States, Inc.:
     Results of Operations
     Income Statements
     Statements of Cash Flows
     Balance Sheets
     Statements of Retained Earnings and Comprehensive
      Income
     Selected Operating Results
  Entergy Louisiana, Inc.:
     Results of Operations
     Income Statements
     Statements of Cash Flows
     Balance Sheets
     Statements of Retained Earnings and Comprehensive
      Income
     Selected Operating Results
  Entergy Mississippi, Inc.:
     Results of Operations
     Income Statements
     Statements of Cash Flows
     Balance Sheets
     Selected Operating Results
  Entergy New Orleans, Inc.:
     Results of Operations
     Statements of Operations
     Statements of Cash Flows
     Balance Sheets
     Statements of Retained Earnings and Comprehensive
       Income (Loss)
     Selected Operating Results
  System Energy Resources, Inc.:
     Results of Operations
     Income Statements
     Statements of Cash Flows
     Balance Sheets


                ENTERGY CORPORATION AND SUBSIDIARIES
               INDEX TO QUARTERLY REPORT ON FORM 10-Q
                         September 30, 2002



Notes to Financial Statements for Entergy Corporation and
Subsidiaries
  Item 4.  Controls and Procedures
Part II:
  Item 1.  Legal Proceedings
  Item 5.  Other Information
  Item 6.  Exhibits and Reports on Form 8-K
Signature
Certifications




                             DEFINITIONS

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

   Abbreviation or Acronym        Term

ADEQ                     Arkansas Department of Environmental Quality
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
BCF/D                    One  billion cubic feet of natural  gas  per
                         day
Board                    Board of Directors of Entergy Corporation
Cajun                    Cajun Electric Power Cooperative, Inc.
capacity factor          Actual   plant  output  divided  by  maximum
                         potential plant output for the period
CitiPower                CitiPower  Pty.,  an  electric  distribution
                         company  serving  Melbourne,  Australia  and
                         surrounding  suburbs,  which  was  sold   by
                         Entergy effective December 31, 1998
City Council             Council   of   the  City  of  New   Orleans,
                         Louisiana
Damhead Creek            800   MW   (gas)  combined  cycle   electric
                         generating  facility that entered commercial
                         operations  in  the first quarter  of  2001,
                         located  in the United Kingdom, and  wholly-
                         owned by an indirect subsidiary of EPDC
DOE                      United States Department of Energy
domestic utility companies     Entergy Arkansas, Entergy Gulf States,
                         Entergy Louisiana, Entergy Mississippi,  and
                         Entergy New Orleans, collectively
EITF                     Emerging Issues Task Force
electricity marketed     Total  physical GWH volumes marketed in  the
                         U.S. during the period
electricity volatility   Measure of price fluctuation over time using
                         standard    deviation   of    daily    price
                         differences  for  into-Entergy   and   into-
                         Cinergy power prices for the upcoming month
EPA                      United   States   Environmental   Protection
                         Agency
EPDC                     Entergy  Power  Development  Corporation,  a
                         wholly-owned    subsidiary    of     Entergy
                         Corporation
EWO                      Entergy Wholesale Operations, which consists
                         primarily  of  Entergy's  power  development
                         business
Entergy                  Entergy  Corporation  and  its  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



                       DEFINITIONS (Continued)

Abbreviation or Acronym            Term

Form 10-K                The  combined Annual Report on Form 10-K for
                         the year ended December 31, 2001 of Entergy,
                         Entergy   Arkansas,  Entergy  Gulf   States,
                         Entergy   Louisiana,  Entergy   Mississippi,
                         Entergy New Orleans, and System Energy
gain/loss days           Ratio  of  the number of days when  Entergy-
                         Koch  recognized a net gain  from  commodity
                         trading  activities to the  number  of  days
                         when Entergy-Koch recognized a net loss from
                         commodity trading activities
gas marketed             Total volume of physical gas purchased  plus
                         volume  of physical gas sold by Entergy-Koch
                         in the U.S. denominated in billions of cubic
                         feet per day
gas volatility           Measure of price fluctuation over time using
                         standard    deviation   of    daily    price
                         differences for Henry Hub natural gas prices
                         for the upcoming month
Grand Gulf 1             Unit   No.  1  of  the  Grand  Gulf  Nuclear
                         Generating Station
GGART                    Grand Gulf Accelerated Recovery Tariff
GWH                      Gigawatt  hour(s), which equals one  million
                         kilowatt-hours
Indian Point 2           Indian  Point Energy Center Unit 2 - nuclear
                         power  plant,  970  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 Energy Center Unit 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
KWH                      kilowatt-hour(s)
LDEQ                     Louisiana    Department   of   Environmental
                         Quality
LPSC                     Louisiana Public Service Commission
miles of pipeline        Total  miles  of transmission and  gathering
                         pipeline
MMBTU                    One million British Thermal Units
MPSC                     Mississippi Public Service Commission
MW                       Megawatt(s),   which  equals  one   thousand
                         kilowatt(s)
Net MW in operation      Installed capacity owned or operated
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
production cost          Cost  in  $/MMBTU associated with delivering
                         gas, excluding the cost of the gas
PUCT                     Public Utility Commission of Texas
PUHCA                    Public Utility Holding Company Act of  1935,
                         as amended
RTO                      Regional transmission organization
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
spark spread             The  dollar  difference between  electricity
                         prices per unit and natural gas prices after
                         assuming  a conversion ratio for the  number
                         of  natural gas units necessary to  generate
                         one unit of electricity
storage capacity         Working gas storage capacity



                       DEFINITIONS (Concluded)

Abbreviation or Acronym            Term

System Agreement         Agreement,  effective January  1,  1983,  as
                         modified,   among   the   domestic   utility
                         companies   relating  to  the   sharing   of
                         generating   capacity   and   other    power
                         resources
System Energy            System Energy Resources, Inc.
System Fuels             System Fuels, Inc.
throughput               Gas  in BCF/D transported through a pipeline
                         during the period
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
Vermont Yankee           Vermont Yankee nuclear power plant,  510  MW
                         facility   located   in   Vernon,   Vermont,
                         purchased  in July 2002 from Vermont  Yankee
                         Nuclear   Power  Corporation  by   Entergy's
                         domestic non-utility nuclear business
Waterford 3              Unit  No. 3 (nuclear) of the Waterford Steam
                         Electric  Generating Station, 100% owned  or
                         leased by Entergy Louisiana



                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
discussions  of  Entergy's three business segments  --  the  domestic
utility, domestic non-utility nuclear, and energy commodity services;
its  critical  accounting policies; the status of the  transition  to
retail  competition in the domestic utility segment and the continued
application  of SFAS 71 to that business; state, local,  and  federal
regulatory  proceedings  that  could  affect  the  domestic   utility
segment;  the  market risks that each of Entergy's business  segments
are  exposed to; and other significant issues affecting Entergy.  Set
forth  below are updates to the significant factors and known  trends
discussed in the Form 10-K.

Entergy Wholesale Operations

      In  the first nine months of 2002, Entergy recorded net charges
of  $391.6 million to operating expenses ($254.2 million net of  tax)
in  the energy commodity services segment, including income of  $28.0
million  ($17.3 million net of tax) in the third quarter, to  reflect
the  effect  of  Entergy's  decision to  discontinue  additional  EWO
greenfield  power plant development and to reflect asset  impairments
resulting from the deteriorating economics of wholesale power markets
in  principally  the United States and the United Kingdom.   The  net
charges consist of the following:

     o as discussed in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
       - LIQUIDITY AND CAPITAL RESOURCES" in the Form 10-K, EWO's power
       development business obtained contracts in October 1999 to acquire 36
       turbines from General Electric.  Entergy's rights and obligations
       under  the  contracts for 22 of the turbines were sold  to  an
       independent special-purpose entity in May 2001.  $178.0 million of
       the  charges  is a provision for the net costs resulting  from
       cancellation or sale of the turbines subject to purchase commitments
       with the special-purpose entity;
     o $167.5 million of the charges results from the write-off of
       EPDC's equity investment in the Damhead Creek project and  the
       impairment of the values of its Warren Power power plant and its
       Crete and RS Cogen projects.  This portion of the charges reflects
       Entergy's estimate of the effects of reduced spark spreads in the
       United States and the United Kingdom;
     o $39.1 million of the charges relates to the restructuring of
       EWO, which is comprised of $22.5 million of impairments of EWO
       administrative fixed assets, $10.7 million of estimated sublease
       losses, and $5.9 million of employee-related costs.  Management
       expects the restructuring of EWO to be substantially complete by the
       end of 2002;
     o $32.7 million of the charges results from the write-off of
       capitalized project development costs for projects that will not be
       completed; and
     o a gain of $25.7 million ($15.9 million net of tax) realized on
       the sale in August 2002 of EWO's interest in projects under
       development in Spain.

Entergy does not expect further adjustments to these charges  in  the
future,  other  than those that could result from  changes  in  asset
values  due  to  dispositions or changes in  market  conditions,  and
benefits  from  the potential sale of three turbines currently  under
option to a third party.

      Also,  in the first quarter of 2002, EWO sold its interests  in
projects  in  Argentina, Chile, and Peru for net proceeds  of  $135.5
million.   After  impairment  provisions  recorded  for  these  Latin
American interests in 2001, the net loss realized on the sale in 2002
is  insignificant.   The proceeds included notes receivable  totaling
$86  million,  which  were  recorded on a  discounted  basis  due  to
collectibility concerns.  The notes were collected in full  later  in
2002  and  the $6 million discount was reversed in the third  quarter
2002.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS

     After  the  decision to discontinue additional greenfield  power
plant development and the sale of the Latin American investments, EWO
continues to operate or construct the following power plants:



    Investment                     Capacity (MW) Percent Ownership   Status
                                                            
United Kingdom - Damhead Creek         800            100%           Operational
                                                                     (see Note*)
U.S. (AR)- Ritchie Unit 2              544            100%           operational
U.S. (AR)- Independence Unit 2         842             14%           operational
U.S. (MS)- Warren Power                300            100%           operational
U.S. (IA)- Top of Iowa Wind Farm        80             99%           operational
U.S. (IL)- Crete                       320             50%           operational
U.S. (LA)- RS Cogen                    425             50%           under construction
U.S. (TX)- Harrison County             550             70%           under construction


Note*- As discussed above, EPDC has written off its equity investment
in Damhead Creek. The credit facility financing Damhead Creek is non-
recourse to Entergy, and there is no requirement for Entergy or  EPDC
to make additional capital contributions or provide credit support to
Damhead  Creek.   After the effect of the equity  write-off,  Entergy
does  not  expect  Damhead Creek's operations  to  materially  effect
Entergy's  earnings in the future, although Damhead Creek's  revenues
and  expenses continue to be included in the accompanying results  of
operations.   Entergy  also continues to perform periodic  impairment
tests  to determine whether additional asset write-downs are required
prior  to  disposition  of  Damhead  Creek.   Commodity  price   risk
disclosures  in  this section have been revised to eliminate  Damhead
Creek  amounts on a forward-looking basis because management  expects
some form of disposition of Damhead Creek by the end of 2002.

Domestic Utility Transition to Competition

Texas

      As  discussed  in  the  Form 10-K, a  PUCT-approved  settlement
delayed  the  implementation of retail open access  in  Entergy  Gulf
States'   Texas  service  territory.   Given  the  various  approvals
required,  management  now estimates that it  is  unlikely  that  the
SeTrans  RTO  can  become operational prior to the first  quarter  of
2004.   Therefore, retail open access in Entergy Gulf  States'  Texas
service  territory  within the context of a functional  FERC-approved
RTO  is not likely to begin before the first quarter of 2004.   Given
the  extended  regulatory delay in retail open access  in  its  Texas
service territory, Entergy Gulf States is unable to predict what,  if
any,  additional changes to previously approved plans may be required
by the PUCT or the LPSC.

Federal legislation

     Federal legislation mandating or facilitating competition in the
electric power industry has been seriously considered by the last two
United  States  Congresses, in both the House of Representatives  and
the  Senate.   As electricity markets have evolved, the focus of this
legislation  has shifted from creating retail markets to facilitating
wholesale  competition.   In 2001, the House passed their version  of
comprehensive energy legislation, but it did not include electricity-
restructuring provisions.  The Senate legislation, passed earlier  in
2002, does contain electricity provisions that would repeal PUHCA and
PURPA,  enact  a  mechanism for establishing enforceable  reliability
standards,  provide FERC with new authority over utility mergers  and
acquisitions,  and codify FERC's authority over market  based  rates.
The  legislation is now before a conference committee for resolution.
As  the  House  and  Senate conferees have held discussions,  several
critical  issues are still the subject of controversy, including  the
extent  of  Federal  jurisdiction over transmission  facilities,  the
extent  of  FERC authority over utility mergers and asset  transfers,
and  whether there should be a federally imposed "renewable portfolio
standard."



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


State and Local Rate Regulation

Entergy New Orleans

     In  May 2002, Entergy New Orleans filed a cost of service  study
and revenue requirement filing with the City Council.  Using 2001  as
the  test year, the filing indicated that a revenue deficiency exists
and  that a $28.9 million electric rate increase and a $15.3  million
gas rate increase are appropriate.  Additionally, Entergy New Orleans
has  proposed  a $6.0 million public benefit fund.  The City  Council
has adopted a procedural schedule and hearings are scheduled to begin
in April 2003.  As discussed in the Form 10-K, and as shown in Item 5
of  this  Form  10-Q, Entergy New Orleans' earnings  for  the  twelve
months  ended  December  31, 2001 and September  30,  2002  were  not
adequate  to cover its fixed charges and preferred dividends.   Under
its  mortgage covenants, Entergy New Orleans does not currently  have
the  capacity to issue new incremental mortgage-backed  debt.   Since
the  settlement  of Entergy New Orleans' last rate proceeding,  which
was  approved by the City Council in 1998, its fixed charge  coverage
has  declined  and its debt ratio has increased.  While  Entergy  New
Orleans  has  made  investments  (some  of  which  were  required  by
agreement  with the City Council) and incurred expenses necessary  to
improve  customer service since  the  last rate proceeding, its  base
revenues  have  not  increased.  In an October 2002  report,  Moody's
Investors  Service  states that its rating outlook  for  Entergy  New
Orleans  is  negative due to the declining credit  measures  and  the
uncertainty  of  the  pending  rate case.   Moody's  currently  rates
Entergy New Orleans senior secured debt at Baa2.  Absent constructive
rate-making in the pending proceeding, it is likely that the cost  of
and  access to the capital necessary to finance Entergy New  Orleans'
current level of service will be adversely affected.

Entergy Arkansas

     In  May  2002,  the  APSC  approved the  March  2002  settlement
agreement that was discussed in Note 2 to the financial statements in
the Form 10-K.  The APSC also approved in June 2002 a contribution by
Entergy Arkansas of $5.9 million to the transition cost account (TCA)
as  a  result  of  the 2001 earnings evaluation report  filing.   The
settlement  agreement allowed Entergy Arkansas to  offset  ice  storm
recovery  costs  with the balance in the TCA on a rate  class  basis.
Entergy Arkansas recorded a regulatory asset, which will be amortized
over  a  30-year period, of $15.8 million for a portion of the amount
of ice storm costs that exceeded the available TCA funds.

Entergy Gulf States

     In May 2001, Entergy Gulf States filed its eighth required post-
merger  earnings  review with the LPSC.  This filing  is  subject  to
review  by  the LPSC and may result in a change in rates.   In  April
2002,  the  LPSC staff filed testimony recommending a  $16.5  million
rate   refund  relating  to  a  prior  period  and  a  $40.1  million
prospective  rate  reduction.  The prospective reduction  includes  a
recommended reduction in the rate of return on common equity (ROE) to
10.1% that would not take effect until the later of June 2003 or  the
date  of  an  LPSC  order changing the ROE from  the  current  11.1%.
Hearings  were held in April 2002 and in August 2002.   Entergy  Gulf
States is awaiting an ALJ recommendation.

     In  May  2002,  Entergy Gulf States filed  its  ninth  and  last
required  post-merger earnings analysis with the  LPSC.   The  filing
included  an  earnings  review filing for the  2001  test  year  that
resulted  in a rate decrease of  $11.5 million, which was implemented
effective June 2002.  The filing also contained a prospective revenue
requirement  study based on the 2001 test year seeking a  prospective
rate increase of approximately $21.7 million.  Both components of the
filing are subject to review by the LPSC and may result in changes in
rates  other than those sought in the filing.  A procedural  schedule
has been adopted and hearings are scheduled for June 2003.




                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


      Negotiations with the LPSC staff and advisors for  a  statewide
formula rate plan in Louisiana are ongoing.

Entergy Louisiana

     In  July  2002,  the LPSC approved a settlement between  Entergy
Louisiana  and the LPSC Staff that resolves all remaining  issues  in
the  2000  and 2001 formula rate plan proceedings.  Entergy Louisiana
agreed  to  a $5 million rate reduction effective August  2001.   The
prospective  rate reduction was implemented beginning in August  2002
and the refund for the retroactive period occurred in September 2002.
As  part of the settlement, Entergy Louisiana's rates, including  its
previously  authorized  ROE of 10.5%, will  remain  in  effect  until
changed  pursuant to a new formula rate plan or a revenue requirement
analysis to be filed by June 30, 2003.

     Negotiations  with the LPSC staff and advisors for  a  statewide
formula rate plan in Louisiana are ongoing.

Entergy Mississippi

      In  August 2002, Entergy Mississippi filed a rate case with the
MPSC requesting a $68.8 million rate increase effective January 2003.
Entergy  Mississippi requested this increase as a result  of  capital
investments  and operation and maintenance expenditures necessary  to
replace  and  maintain  aging  electric  facilities  and  to  improve
reliability   and  customer  service.   In  October   2002,   Entergy
Mississippi and the Mississippi Public Utilities Staff entered into a
joint stipulation which would result in a $48.2 million rate increase
and  an  ROE  of  11.75%.   The stipulation endorsed  the  new  power
management  rider  schedule  designed  to  more  efficiently  collect
capacity  portions  of purchased power costs. Also,  the  stipulation
provides  for improvements in the return on equity formula  and  more
robust  performance measures for Entergy Mississippi's  formula  rate
plan. Entergy Mississippi will make its next formula rate plan filing
during  March  2004.   A  hearing before the MPSC  is  scheduled  for
December 2002.  Under the Mississippi Public Utilities Act, the  MPSC
is  required to issue its final order in this general rate proceeding
by December 16, 2002.

Environmental Matters

      As  discussed in the Form 10-K, the United States  Congress  is
currently  considering  several bills  that  take  a  multi-pollutant
approach   to  reauthorization  of  the  Clean  Air  Act,   primarily
addressing  sulfur  dioxide,  nitrogen  oxides,  and  hazardous   air
pollutant  emissions (primarily mercury).  In addition  to  stringent
reductions  proposed for these three types of emissions,  two  bills,
one  filed by Senator James Jeffords and one filed by Senator  Thomas
Carper,  would  also require control and reduction of carbon  dioxide
emissions.  While these two bills will lapse at the conclusion of the
107th  Congress,  management expects that they will be  re-introduced
upon  the  convening of the 108th Congress in 2003.   Entergy's  high
percentage of nuclear and natural gas capacity with its below-average
emission rates positions  Entergy  well compared to the  costs  other
utilities  without  a  comparable  generation  mix  could  face  from
potential environmental requirements.

Nuclear Matters

      As  discussed more fully in the Form 10-K, concerns  have  been
expressed  in  public  forums  about safety  issues  associated  with
nuclear  generation units and nuclear fuel.  In September  2002,  the
Westchester  County Board of Legislators passed a  resolution  asking
for  an  orderly  closure and decommissioning  of  the  Indian  Point
nuclear  plants to begin at the earliest possible time, after certain
conditions outlined in the resolution are satisfied.  The Westchester
County  Board of Legislators does not have legal authority  to  close
the  plants.   The  NRC  has  not taken action  in  response  to  the
resolution.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


Market Risks Disclosure

     Following are sections from the "Market Risks Disclosure" in the
Form 10-K that have significant updates as of September 30, 2002.

Commodity Price Risk

Power Generation

      As discussed in the Form 10-K, energy commodity services enters
into  forward power sale agreements to hedge its exposure  to  market
price  fluctuations.   The  following represents  the  percentage  of
planned  electricity output sold forward under physical or  financial
contracts   for  energy  commodity  services'  generation  facilities
updated  as  of  September 30, 2002 (as noted  above,  Damhead  Creek
generation has been excluded from this table):

               2002                   2003
                  % sold                   % sold
    Planned GWH  forward    Planned GWH    forward

        562         38%         3,124         25%

Marketing and Trading

      As  discussed in the Form 10-K, Entergy-Koch Trading (EKT)  and
Entergy  use value-at-risk (VAR) models as one measure of a potential
loss  in fair value for EKT's natural gas and power trading portfolio
and  energy  commodity  services'  mark-to-market  portfolio.   EKT's
measures,  which  it  calls Daily Earnings at Risk  (DEAR),  for  its
trading  portfolio  were  as  follows (using  a  test  with  a  97.5%
confidence interval):

                             September 30,      June 30,      March 30,
                                 2002             2002           2002

DEAR at end of quarter       $10.7 million   $13.6 million   $9.5 million
Average DEAR for the quarter $11.4 million   $10.0 million   $7.7 million

Approximately 81% of EKT's counterparty credit exposure is associated
with companies that have investment grade credit ratings.

     The VAR for energy commodity services' mark-to-market derivative
instruments  not held by Entergy-Koch was as follows  (using  a  test
with a 97.5% confidence interval):

                               September 30,    June 30,     March 30,
                                   2002           2002          2002

Daily VAR at end of quarter    $0.6 million   $0.8 million  $4.5 million



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


Mark-to-market Accounting

     As discussed in the Form 10-K, Entergy and Entergy-Koch mark-to-
market  commodity  instruments held by  them  for  trading  and  risk
management purposes that are considered derivatives under SFAS 133 or
energy  trading contracts under EITF 98-10.  Following  are  the  net
mark-to-market assets (liabilities) and the period within  which  the
instruments would be realized or (paid) in cash if they are  held  to
maturity and market prices do not change:


                                   Net mark-to-
                                   market asset
                                  (liability) at
                                   September 30,  Cumulative cash realization (paid) period
                                       2002        2002      2003      2004-2005
                                                            
Entergy consolidated subsidiaries  ($6) million     26%       55%       100%
Entergy-Koch                       $119 million     (8)%      81%       100%

Entergy's net income that has come from businesses that apply mark-to-
market  accounting  is  $65.5  million  for  the  nine  months  ended
September  30,  2002  and  $25 million for  the  three  months  ended
September 30, 2002.

EITF Issue 02-3 - new consensus reached affecting EITF Issue No.  98-
10

     At its October 25, 2002 meeting, the EITF reached a consensus to
rescind Issue No. 98-10, "Accounting for Contracts Involved in Energy
Trading and Risk Management Activities."  Rescinding Issue 98-10 will
result  in  some energy-related contracts being accounted for  on  an
accrual  basis that were previously accounted for on a mark-to-market
basis.  Contracts that meet the provisions of SFAS 133 to qualify  as
derivatives will be accounted for in accordance with the guidance  in
SFAS  133  for  derivative contracts.  Contracts  such  as  capacity,
transportation, storage, tolling and full requirements contracts that
are  based on physical assets and do not meet the provisions of  SFAS
133  to  qualify as derivatives will be accounted for  using  accrual
accounting.

      Adoption  of  this consensus is required by  January  1,  2003,
although  Entergy is currently considering early adoption.   Adoption
will  require  the reporting of a cumulative effect of  a  change  in
accounting principle.  Entergy-Koch is currently evaluating its  EITF
Issue 98-10 contracts to determine the cumulative effect.  Management
expects  that the cumulative effect resulting from adoption will  not
have  a  material  effect on Entergy-Koch's total  capitalization  or
partner    equity    accounts   in   relation    to    Entergy-Koch's
creditworthiness.   Management  expects  that   adoption   will   not
materially  affect  future earnings due to the short-term  nature  of
Entergy-Koch's contracts.

      Entergy-Koch's adoption of this consensus will  affect  Entergy
through  its  share  of  Entergy-Koch's  earnings.   Other  than  the
potential  effect  from  Entergy-Koch,  the adoption of the consensus
will have  minimal   effect  on  Entergy  because  the  remainder  of
Entergy's businesses  hold  few  energy-trading contracts   that  are
currently marked-to-market.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                SIGNIFICANT FACTORS AND KNOWN TRENDS


Foreign Currency Exchange Rate Risk

      As  discussed  in  the Form 10-K, Entergy Gulf  States,  System
Fuels, and Entergy's domestic non-utility nuclear business enter into
foreign  currency  forward  contracts to hedge  the  Euro-denominated
payments  due under certain purchase contracts.  As of September  30,
2002,  the  total  notional  amount of the foreign  currency  forward
contracts is 249.5 million Euro and the forward currency rates  range
from  .8624  to .9664 (the weighted average of the rates  is  .8809).
The  maturities  of these forward contracts depend  on  the  purchase
contract payment dates and range in time from January 2003 to January
2007.   The  mark-to-market  valuation of the  forward  contracts  at
September   30,  2002  was  a  net  asset  of  $22.9  million.    The
counterparty  banks obligated on 233.0 million Euro of  the  notional
amount  of  these agreements are rated by Standard and Poor's  Rating
Services  at AA on their senior debt obligations as of September  30,
2002.   The counterparty bank obligated on 16.5 million Euro  of  the
notional  amount of these agreements, which are Entergy  Gulf  States
contracts, is rated by Standard and Poor's Rating Services at  A+  on
its senior debt obligations as of September 30, 2002.

     For the Entergy Gulf States contracts, the total notional amount
of  the foreign currency forward contracts are 33.7 million Euro  and
the  forward  currency rates range from .8742 to .8802 (the  weighted
average  of the rates is .8771).  The maturities of the Entergy  Gulf
States  forward  contracts  depend on the purchase  contract  payment
dates and range in time from January 2003 to July 2004.  The mark-to-
market valuation of the forward contracts at September 30, 2002 was a
net asset of $3.3 million.

SFAS 143 - Accounting for Retirement of Long-lived Assets

     SFAS  143,  which  Entergy will implement effective  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  will  be
recorded  at  their fair values (which are likely to be  the  present
values of the estimated future cash outflows) in the period in  which
they  are incurred, with accompanying asset retirement costs recorded
as costs of the applicable long-lived assets.  Changes resulting from
revisions  to  the timing or the amount of the original  estimate  of
undiscounted  cash  flows are recognized as  either  an  increase  or
decrease  in  the liabilities and the related asset retirement  costs
that  were  capitalized.  The asset retirement  obligations  will  be
accreted  each year through charges to expense, to reflect  the  time
value  of  money for these present value obligations.   The  recorded
costs  of  the long-lived 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 statement of income.  Although Entergy
has   not   yet  completed  its  implementation  of  this   standard,
implementation is currently expected to have the following effects on
Entergy's financial statements:

     o The net effects of implementing this standard for the rate-
       regulated business of the domestic utility companies and System
       Energy will be recorded as regulatory assets or liabilities, with no
       resulting impact on Entergy's net income.  Entergy expects that
       assets  and liabilities will increase for the domestic utility
       companies  and  System Energy as a result of  recording  the
       asset retirement obligations at their fair values as determined
       under SFAS 143 and recording the related regulatory assets
       and liabilities.
     o For Entergy's competitive businesses and for the deregulated
       portion of Entergy Gulf States, the implementation of SFAS 143 is
       expected to result in a decrease in liabilities as a result of the
       discounting methodology required by SFAS 143.  Management's study of
       the effects of implementation of the standard continues and Entergy
       currently does not have an estimate of the amount of the effect on
       earnings.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


Cash Flow

Operations

      Net  cash  flow provided by (used in) operating activities  for
Entergy,  the domestic utility companies, and System Energy  for  the
nine months ended September 30, 2002 and 2001 was as follows:

              Company             2002           2001
                                       (In Millions)

       Entergy                  $1,670.3       $1,228.8
       Entergy Arkansas           $318.4         $186.5
       Entergy Gulf States        $425.7         $248.9
       Entergy Louisiana          $395.0         $312.3
       Entergy Mississippi        $137.3          $63.1
       Entergy New Orleans         ($1.9)         $17.2
       System Energy              $194.3         $322.1

      Entergy's  consolidated  net cash flow  provided  by  operating
activities  increased for the nine months ended  September  30,  2002
compared  to  the nine months ended September 30, 2001 primarily  due
to:

     o  a $206 million increase in operating cash flow provided by
        domestic utility primarily resulting from a decrease in payments on
        fuel-related accounts payable in 2002, partially offset by lower
        collections of deferred fuel and receivables in 2002; and
     o  a $162 million increase in operating cash flow provided by
        domestic non-utility nuclear, primarily due to nuclear refueling
        outages at Pilgrim and Indian Point 3 in 2001 combined with increased
        net income in 2002 primarily resulting from the operation of Indian
        Point 2.

      Money  pool activity also affected the operating cash flows  of
the domestic utility companies and System Energy.  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.   The  following  table  shows  the  domestic   utility
companies and System Energy's receivables from and (payables) to  the
money  pool  as  of the indicated date.  An increase in  a  company's
(payable) to the money pool increases the operating cash flow of that
company.   An increase in a company's receivable from the money  pool
decreases the operating cash flow of that company.

                   September 30,  December 31,  September 30,  December 31,
   Company             2002           2001          2001           2000
                                    (In Millions)

Entergy Arkansas      $34.1          $23.8        ($78.9)        ($30.7)
Entergy Gulf States   $24.2          $27.7         $72.7          $23.4
Entergy Louisiana   ($139.7)          $3.8          $8.8          $22.9
Entergy Mississippi  ($27.3)         $11.5        ($46.8)        ($33.3)
Entergy New Orleans   ($2.7)          $9.2        ($19.0)         ($5.7)
System Energy         $92.1          $13.9        $147.0         $155.3


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES

     See  "MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  -  LIQUIDITY  AND
CAPITAL  RESOURCES - Capital Resources - Sources of Capital"  in  the
Form 10-K for a discussion of the limitations on these borrowings.

Entergy Louisiana Tax Accounting Election

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY
AND CAPITAL RESOURCES" in the Form 10-K for discussion of a change in
a  method of accounting for tax purposes made by Entergy Louisiana in
2001  related  to  the contract to purchase power  from  the  Vidalia
project  (the  contract  is discussed in  Note  9  to  the  financial
statements in the Form 10-K).  The new tax accounting method  is  now
expected  to  provide a cumulative cash flow benefit of approximately
$700  million  -  $800  million through 2004, which  is  expected  to
reverse  in the years 2005 through 2031.  The timing of the  reversal
of  this benefit depends on several variables, including the price of
power.  Approximately half of the consolidated cash flow benefit  for
Entergy  Corporation occurred in 2001 and most of the remainder  will
occur  in  2002.   In  accordance  with  Entergy's  intercompany  tax
allocation  agreement,  most of the cash  flow  benefit  for  Entergy
Louisiana  will occur in the fourth quarter of 2002.   While  Entergy
Louisiana  (supported by outside tax counsel's opinion) believes  the
change  in  its method of accounting for tax purposes is appropriate,
Entergy  recognizes  that the issue is new  and  may  be  subject  to
extended Internal Revenue Service review.

     In  a  September  2002  settlement of an  LPSC  proceeding  that
concerned the Vidalia contract, the LPSC approved Entergy Louisiana's
proposed  treatment  of the regulatory impact of the  tax  accounting
election.   In  general, the settlement permits Entergy Louisiana  to
keep  a  portion of the tax benefit in exchange for bearing the  risk
associated  with  sustaining the tax treatment.  The LPSC  settlement
divided  the term of the Vidalia contract into two segments:  2002-12
and  2013-31.  During the first eight years of the  2002-12  segment,
Entergy Louisiana agreed to credit rates by flowing through its  fuel
adjustment  calculation $11 million each year, beginning  monthly  in
October 2002.  Entergy Louisiana must credit rates in this way and by
this  amount even if Entergy Louisiana is unable to sustain  the  tax
deduction.   Entergy Louisiana also must credit rates by $11  million
each  year  for  an  additional  two  years  unless  either  the  tax
accounting  method elected is retroactively repealed or the  Internal
Revenue  Service  denies  the entire deduction  related  to  the  tax
accounting  method.   Entergy Louisiana agreed to  credit  ratepayers
additional  amounts  if  the tax accounting  election  is  sustained.
During  2013-2031, Entergy Louisiana and its ratepayers  would  share
the remaining benefits of this tax accounting election.

     Management  expects  that the reduction in  Entergy  Louisiana's
revenue  caused  by  the  ratepayer credits will  be  offset  by  the
reduction in interest expense or the increase in interest income,  or
both,  made  possible  by  the cash flow  benefit  of  the  election.
Management  expects  to reduce Entergy Louisiana's  indebtedness  and
preferred stock with a portion of the cash.  In accordance  with  the
terms of the settlement, Entergy Louisiana has requested SEC approval
to  return  up  to $350 million of common equity capital  to  Entergy
Corporation in order to maintain Entergy Louisiana's current  capital
structure.

Investing Activities

     Net cash used in investing activities decreased for the nine
months ended September 30, 2002 compared to the nine months ended
September 30, 2001 primarily due to:

     o approximately $600 million paid to acquire Indian Point 2 in
       September 2001;
     o cash contributions of approximately $414 million made in 2001 in
       the formation of Entergy-Koch;
     o cash of $272 million invested in 2001 to provide collateral for
       the NYPA line of credit in conjunction with the acquisition of the
       FitzPatrick and Indian Point 3 nuclear power plants; and
     o the  maturity  in 2002 of $150 million of other  temporary
       investments combined with additional temporary investments of $250
       million made in 2001.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


Partially  offsetting  the decrease in net  cash  used  in  investing
activities were the following:

     o receipt of approximately $810 million in proceeds from the sale
       of the Saltend plant in August 2001;
     o approximately $180 million paid to acquire Vermont Yankee in
       July 2002; and
     o an increase of $113 million in construction expenditures for the
       nine months ended September 30, 2002 compared to the same period in
       2001 primarily related to turbine purchases for EWO's Harrison County
       project, as discussed below.

Financing Activities

     Financing activities used cash for the nine months ended
September 30, 2002 compared to providing a small amount of cash in
2001 primarily due to:

     o net  retirements of long-term debt by the domestic utility
       segment of $461 million in 2002, compared to net issuances of long-
       term debt of $189 million in 2001;
     o the retirement of $268 million of long-term debt by EWO in April
       2002 related to the purchase of the rights to the turbines discussed
       below; and
     o decreased borrowings under short-term credit facilities by
       Entergy Corporation in 2002.

Tropical Storm Isidore and Hurricane Lili

     In late September and early October 2002, Tropical Storm Isidore
and  Hurricane  Lili  hit  the  Gulf  Coast  and  left  a  total   of
approximately  340,000  of Entergy's domestic  utility  customers  in
Louisiana  and Mississippi without electric power.  The strong  winds
and   heavy  rains  caused  widespread  damage  to  transmission  and
distribution  lines, equipment, poles, and facilities.  Storm-related
costs are estimated to be approximately $54 million for Entergy  Gulf
States,  $44  million for Entergy Louisiana, $14 million for  Entergy
Mississippi,  and $4 million for Entergy New Orleans.   Historically,
Entergy  has  been allowed to recover the costs associated  with  the
restoration of service from storms and other natural disasters.

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 uses and sources of capital.  The  following
are updates to the Form 10-K.

Uses of Capital

Capital Expenditures

      See "ANO Matters" in Part I of the Form 10-K for discussion  of
the  ANO 1 steam generator and reactor vessel closure head.  On  July
25,   2002,  the  Board  authorized  Entergy  Arkansas  and   Entergy
Operations  to  replace the ANO 1 steam generator and reactor  vessel
closure  head.   Entergy  management  estimates  the  cost   of   the
fabrication  and  replacement to be approximately  $235  million,  of
which approximately $135 million will be
incurred  through  2004.  Management expects  a  contractor  for  the
installation  of the replacement steam generator and  reactor  vessel
closure  head  to  be selected by December 2002.  Management  expects
that the replacement will occur during a planned refueling outage  in
2005.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


      Entergy's current capital investment plan for 2002 through 2004
includes  $2.8  billion  in  spending by  the  domestic  utility  for
maintenance  capital; $0.4 billion in spending  by  energy  commodity
services  for  previous investment commitments; and $0.7  billion  in
spending  by  the domestic non-utility nuclear business comprised  of
$0.4  billion for maintenance capital, $0.2 billion for the  purchase
of  Vermont  Yankee  (discussed below), and $0.1  billion  for  power
uprate projects.  These amounts reflect the approval by the Board  of
the  ANO  1  steam  generator replacement project  and  the  decision
announced during 2002 to end new greenfield development by  EWO.   In
addition  to  these  amounts, Entergy estimates  that  an  additional
$2.9  billion will be available for other investments that  have  not
yet  been  identified.  This amount is based upon  Entergy's  current
estimate  of operating cash flows and dividends over the period  from
2002  through  2004,  and  includes  approximately  $1.4  billion  of
additional  debt  which  Entergy believes  it  can  issue  and  still
maintain its targeted 50% net debt to net capital ratio.

Entergy Wholesale Operations

       As  discussed  in  "MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  -
LIQUIDITY  AND  CAPITAL  RESOURCES" in the  Form  10-K,  EWO's  power
development business obtained contracts in October 1999 to acquire 36
turbines  from General Electric Company.  The rights and  obligations
under  the  contracts  for  22  of  the  turbines  were  sold  to  an
independent special-purpose entity 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  the
turbines.   In  April 2002, Entergy paid a total of $351  million  to
reacquire  the rights to the turbines.  $83 million of  the  payments
were  for  the turbines to be placed in the Harrison County  project,
which  is  in  construction and scheduled to be  completed  in  2003.
Entergy  subsequently received a reimbursement from General  Electric
of  $28  million  of prior payments.  With the reacquisition  of  the
rights  to  the  turbines, EWO's obligations to  the  special-purpose
entity  and Entergy Corporation's guarantee of up to $309 million  in
support of those obligations were terminated.

      EWO  placed  17 of the original 36 turbines at sites  that  are
either  operating, under construction, or sold.  Of the remaining  19
turbines,  four  were  sold  to a third party,  three  are  currently
subject  to an option to purchase held by a third party, and 12  were
cancelled.   As discussed in "MANAGEMENT'S DISCUSSION AND ANALYSIS  -
SIGNIFICANT  FACTORS  AND KNOWN TRENDS," Entergy  recorded  a  $178.0
million provision in the first nine months of 2002 for the net  costs
resulting from cancellation or sale of the turbines that were subject
to purchase commitments with the special-purpose entity.

Share Repurchases

      In accordance with its stock option plans, Entergy periodically
grants  stock  options to its employees, which may  be  exercised  to
obtain  shares  of  Entergy common stock.  In  order  to  reduce  the
increase  in  outstanding common shares caused by  option  exercises,
Entergy plans to purchase up to 10 million shares of its common stock
through  mid-2004  on  a  discretionary  basis  through  open  market
purchases  or privately negotiated transactions.  As of  October  31,
2002,  Entergy  has  repurchased 2,885,000  shares  of  common  stock
pursuant to this plan for a total purchase price of $118.5 million.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


Vermont Yankee

       In  July 2002, Entergy's domestic non-utility nuclear business
purchased  the 510 MW Vermont Yankee nuclear power plant  located  in
Vernon,  Vermont, from Vermont Yankee Nuclear Power  Corporation  for
$180 million.  Entergy received the plant, nuclear fuel, inventories,
and related real estate.  The liability to decommission the plant, as
well  as  related  decommissioning trust funds of approximately  $310
million,  were also transferred to Entergy.  The acquisition included
a  10-year  power  purchase agreement (PPA) under  which  the  former
owners will buy the power produced by the plant, which is through the
expiration  of the current operating license for the plant.  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.

Damhead Creek Credit Facility

       As  discussed  in  "MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  -
LIQUIDITY AND CAPITAL RESOURCES" in the Form 10-K, the Damhead  Creek
credit facility requires that the annual debt service coverage  ratio
be at least 1.05 to 1 for the previous 12 months at semi-annual dates
commencing  with  June  30, 2002.  Given the low  electricity  prices
affecting the UK market, Damhead Creek would not have met the  annual
debt  service  coverage ratio test in respect of the 12 months  ended
June  30,  2002,  but the lenders amended the facility  so  that  the
coverage  ratio  calculations would not commence until  December  31,
2002.   In  addition,  some  of  the  Damhead  Creek  affiliates  are
technically  insolvent since October 31, 2002,  which  has  caused  a
default  under the credit agreement.  Damhead Creek has  requested  a
waiver  of this default from the lenders.  Damhead Creek is currently
in  negotiations with the lenders to develop a debt restructuring for
the  project.   If a debt restructuring agreement cannot  be  reached
prior  to  December  31, 2002, EPDC may (1) sell its  shares  in  the
project  to  a third party, (2) transfer ownership of the project  to
the  Damhead  Creek bank syndicate or (3) ask the bank  syndicate  to
appoint  a  receiver  to the project.   There is no  requirement  for
Entergy  or EPDC to make additional capital contributions or  provide
credit support to Damhead Creek, even if there is an occurrence of an
event  of  default.   Neither Entergy nor EDPC will  make  additional
capital contributions or provide additional credit support to Damhead
Creek.

Sources of Capital

      Entergy Corporation renewed its 364-day credit facility on  May
16, 2002 and increased the available capacity from $1.325 billion  to
$1.425  billion.   On  July  15, 2002,  the  available  capacity  was
increased to $1.450 billion.  Although the credit line expires in May
2003,  Entergy  Corporation has the option to extend  the  period  to
repay  the  amount then outstanding for an additional  364-day  term.
Because of this option, the debt outstanding under the credit line is
reflected in long-term debt.  The credit line is reflected  as  notes
payable   at  December  31,  2001.   Entergy  Arkansas  and   Entergy
Mississippi  each renewed their respective 364-day credit  facilities
on  May 31, 2002.  Amounts drawn on short-term credit facilities  are
as follows:

                       Expiration      Amount of     Amount Drawn as of
     Company              Date          Facility     September 30, 2002

Entergy Corporation     May 2003     $1.450 billion      $715 million
Entergy Arkansas        May 2003        $63 million            -
Entergy Louisiana       January 2003    $15 million       $15 million
Entergy Mississippi     May 2003        $25 million            -

Entergy Corporation has used borrowings from its credit facility  for
general  corporate  purposes and to make  additional  investments  in
competitive businesses.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   LIQUIDITY AND CAPITAL RESOURCES


      Long-term  debt  maturities as of September 30,  2002  for  the
domestic  utility  companies and System Energy for the  remainder  of
2002 through 2004 are as follows:


       Company            2002-2003          2004

Entergy Arkansas         $255 million                -
Entergy Gulf States      $339 million     $654 million
Entergy Louisiana        $198 million      $15 million
Energy Mississippi       $255 million     $150 million
Entergy New Orleans       $25 million      $30 million
System Energy             $11 million       $6 million

It  is expected that the majority of these amounts will be refinanced
prior  to  or  at maturity, with the exception of Entergy  Louisiana,
which  expects  to  have  sufficient  cash  on  hand  to  retire  its
maturities.   Entergy Gulf States, Entergy Mississippi,  and  Entergy
New  Orleans each issued First Mortgage Bonds subsequent to September
30,  2002, the proceeds of which will be used to retire a portion  of
the  maturities listed above.  See Note 4 to the financial statements
for further discussion of these issuances.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


      Entergy's consolidated earnings applicable to common stock were
$360.9 million and $523.6 million for the three and nine months ended
September  30,  2002, respectively, compared to  $312.5  million  and
$705.5  million  for  the three and nine months ended  September  30,
2001,  respectively.   The changes in earnings (loss)  applicable  to
common  stock  by  operating segments for the three and  nine  months
ended  September 30, 2002 compared to the three and nine months ended
September 30, 2001 were as follows:

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

Domestic Utility                     $20,148             $35,102
Domestic Non-Utility Nuclear          38,461              67,727
Energy Commodity Services            (18,958)           (284,848)
Other, including parent company        8,741                  80
                                     -------           ---------
    Total                            $48,392           ($181,939)
                                     =======           =========

      Entergy's  income before taxes is discussed below according  to
the  operating  segments listed above.  See Note 6 to  the  financial
statements for further discussion of Entergy's operating segments and
their financial results for the three and nine months ended September
30, 2002 and 2001.

      Refer to "SELECTED OPERATING RESULTS OF ENTERGY CORPORATION AND
SUBSIDIARIES,  ENTERGY  ARKANSAS, INC., ENTERGY  GULF  STATES,  INC.,
ENTERGY  LOUISIANA, INC., ENTERGY MISSISSIPPI, INC., AND ENTERGY  NEW
ORLEANS,  INC." which follow each company's financial  statements  in
this  report  for  further  information  with  respect  to  operating
statistics.

Domestic Utility

      The  increase  in earnings for domestic utility for  the  three
months ended September 30, 2002 compared with the same period in 2001
was  primarily  due  to increased electricity usage  in  the  service
territories,  an  increase in the price applied to unbilled  revenue,
decreased operation and maintenance expenses, and decreased  interest
expense.   The increase in earnings was partially offset by increased
depreciation  and  amortization expenses,  increased  decommissioning
expenses, and decreased other income.

      The  increase  in earnings for domestic utility  for  the  nine
months ended September 30, 2002 compared with the same period in 2001
was  primarily  due  to increased electricity usage  in  the  service
territories,  an  increase in the price applied to unbilled  revenue,
and  decreased  interest  expense.   The  increase  in  earnings  was
partially   offset  by  increased  other  operation  and  maintenance
expenses, increased depreciation and amortization expenses, increased
decommissioning expenses, and decreased other income.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS

Electric operating revenues

      The changes in electric operating revenues for domestic utility
for  the  three and nine months ended September 30, 2002 compared  to
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 differences             ($14.8)              ($22.8)
Rate riders                         (3.5)               (30.1)
Fuel cost recovery                (101.5)              (916.2)
Sales volume/weather                30.9                 32.5
Unbilled revenue                    37.1                141.1
Other revenue                      105.0                135.3
Sales for resale                    (1.6)               (63.8)
                                   -----              -------
   Total                           $51.6              ($724.0)
                                   =====              =======

Base rate differences

      Base rate differences decreased revenues for the three and nine
months  ended  September 30, 2002 primarily due to an  $11.5  million
base  rate  decrease at Entergy Gulf States effective June  2002  and
additional  formula rate plan reductions at Entergy  Louisiana  which
became  effective  in  both  August  2001  and  August  2002.    Also
contributing  to  the  decreased revenues were  decreased  rates  for
special-rate  industrial customers at Entergy  Gulf  States  for  the
three  months  ended September 30, 2002 and at Entergy Louisiana  for
the  three  and nine months ended September 30, 2002 as a  result  of
increased KWH usage.

Rate riders

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

      Rate  rider  revenues  decreased  for  the  nine  months  ended
September 30, 2002 primarily due to a decrease in the Grand Gulf rate
rider  at Entergy Arkansas effective January 2002 as compared to  the
average rate rider in effect for the nine months ended September  30,
2001  and  a  decrease  in  the  Grand Gulf  rate  rider  at  Entergy
Mississippi effective October 2001.

Fuel cost recovery

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

      Fuel  cost recovery revenues decreased for the three  and  nine
months  ended September 30, 2002 due to lower fuel factors  resulting
from  decreases  in  the market prices of natural gas  and  purchased
power.   Also contributing to the decreases was a lower fuel recovery
surcharge in 2002 in the Texas jurisdiction of Entergy Gulf States.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     Corresponding  to the decreases in fuel cost recovery  revenues,
fuel and purchased power expenses related to electric sales decreased
by  $90.1  million and $911.6 million for the three and  nine  months
ended September 30, 2002, respectively, primarily due to decreases in
the market prices of natural gas and purchased power in 2002.

Sales volume/weather

     Higher  electric sales volume increased revenues for  the  three
and  nine  months ended September 30, 2002 due to increased usage  of
437  GWH and 947 GWH, respectively, in the residential and commercial
sectors,   after   adjusting  for  the  weather  effect.    Partially
offsetting this increase for the nine months ended September 30, 2002
was a decrease in usage of 708 GWH in the industrial sector primarily
from contractual modifications that reclassified the sales associated
with  certain Entergy Gulf States customers from retail to wholesale.
The  number  of  retail customers in the domestic utility  companies'
service territories increased only slightly during these periods.

Unbilled revenue

     As  discussed in Note 1 to the financial statements in the  Form
10-K,  unbilled revenues are estimated monthly and are  reversed  the
following  month.   Unbilled  revenue  for  the  three  months  ended
September  30,  2002 and 2001 includes the reversal of the  estimates
for  June 2002 and June 2001, respectively.  The increase in unbilled
revenue for the three months ended September 30, 2002 compared to the
three  months  ended September 30, 2001 is due to the effect  on  the
unbilled  calculation for the 2001 period of higher unbilled  revenue
in  June 2001 caused by higher fuel rates as well as increased volume
in September 2002 compared to September 2001.

     Unbilled  revenue for the nine months ended September  30,  2002
and 2001 includes the reversal of the estimates for December 2001 and
December  2000, respectively.  The increase in unbilled  revenue  for
the  nine months ended September 30, 2002 compared to the nine months
ended September 30, 2001 is due to increased volume in September 2002
compared to September 2001 and the effect on the unbilled calculation
for  the  2001  period of higher unbilled revenue  in  December  2000
caused by higher fuel rates and volume/weather.

Other revenue

      Other  revenue  increased for the three and nine  months  ended
September  30, 2002 primarily due to the provisions for rate  refunds
recorded  in  2001  related to System Energy's 1995 rate  proceeding.
See further discussion of the final resolution of the rate proceeding
in Note 2 to the financial statements in the Form 10-K.

Sales for resale

      Sales  for resale decreased for the nine months ended September
30,  2002 primarily due to a decrease in the average price of  energy
sold  to wholesale customers coupled with a decrease in sales  volume
to  municipal and co-operative customers.  The decrease is  partially
offset  by  the  contractual  modifications  that  resulted  in   the
reclassified  Entergy  Gulf  States  sales  noted  above   in   sales
volume/weather.

Gas operating revenues

     Natural gas revenues decreased $68.8 million for the nine months
ended  September 30, 2002 primarily due to a decrease in  the  market
price  of natural gas.  Corresponding to the decrease in natural  gas
revenues,  fuel  and purchased power expenses related  to  gas  sales
decreased  by  $61.9 million for the nine months ended September  30,
2002.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other effects on results of operations

     Results  for  the  three  months ended September  30,  2002  for
domestic utility were also affected by the following:

     o a decrease in other operation and maintenance expenses of $23.5
       million, which is explained below;
     o an  increase in decommissioning expenses of $30.8  million
       primarily  due to the effects in 2001 of the final FERC  order
       addressing System Energy's rate proceeding;
     o an increase in depreciation and amortization expenses of $82.7
       million primarily due to the effects in 2001 of the final FERC order
       addressing System Energy's rate proceeding;
     o an  increase in other regulatory charges of $38.3  million
       primarily due to the deferral in 2001 of capacity charges associated
       with power purchases for the summers of 2000 and 2001 and  the
       amortization of these capacity charges in 2002 at Entergy Gulf States
       and Entergy Louisiana.  Refer to Note 2 to the financial statements
       for further discussion of deferred capacity charges;
     o a decrease in interest and dividend income of $24.5 million,
       which is explained below;
     o an increase in "miscellaneous - net" in other income of $11.8
       million due to settlement of liability insurance coverage at Entergy
       Gulf States and the cessation of amortization of goodwill in January
       2002 upon implementation of SFAS 142.  Refer to Note 7 to  the
       financial statements for further discussion of the implementation of
       SFAS 142; and
     o a decrease in interest expense of $53.4 million primarily due to
       interest recorded on System Energy's reserve for rate refund in 2001.
       The refund was made in December 2001.

     The decrease in other operation and maintenance expenses for the
three  months  ended  September 30, 2002  is  primarily  due  to  the
following:

     o a  decrease in other operation and maintenance expenses at
       Entergy  Arkansas  primarily due to  $16  million  of  turbine
       refurbishment costs expensed in 2001 at a plant after its lease
       expired; and
     o a  decrease  of  $13.9 million due to decreased  incentive
       compensation accruals.

This  decrease  was partially offset by an increase  in  expense  of
$10.9  million to reflect the current estimate of the liability  for
the future disposal of low-level radioactive waste materials.

     The  decrease  in  interest and dividend income  for  the  three
months ended September 30, 2002 is primarily due to the following:

     o a decrease of $12.7 million in interest and dividend income at
       System Energy primarily due to interest recognized in 2001  on
       decommissioning funds resulting from the final FERC order addressing
       System Energy's rate proceeding; and
     o a decrease of $6.5 million in interest and dividend income at
       Entergy Mississippi due to interest recorded in 2001 on the deferred
       System Energy costs that were not being recovered through rates.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     Results  for  the  nine  months ended  September  30,  2002  for
domestic utility were also affected by the following:

     o an increase in other operation and maintenance expenses of
       $216.0  million primarily due to increased expenses at Entergy
       Arkansas.  Entergy Arkansas had increased expenses of $159.9 million
       for the nine months ended due to the March 2002 Settlement Agreement
       and 2001 earnings review that became final in the second quarter of
       2002, allowing Entergy Arkansas to recover a large majority of 2000
       and 2001 ice storm repair expenses through previously-collected TCA
       amounts.  Entergy Arkansas also had increased expenses of $24.5
       million due to the reversal in 2001 of ice storm costs previously
       charged to expense in December 2000, partially offset by the $16
       million of turbine refurbishment costs mentioned above.  These
       increases are partially offset by the increased other regulatory
       credits discussed below;
     o an  increase in other regulatory credits of $143.4 million
       primarily due to the March 2002 Settlement Agreement allowing Entergy
       Arkansas to recover a large majority of 2000 and 2001 ice storm
       repair expenses through the previously-collected TCA amounts;
     o an increase in depreciation and amortization expenses of $100.9
       million primarily due to the effects in 2001 of the final FERC order
       addressing System Energy's rate proceeding; and
     o a decrease in interest income of $48.4 million primarily due to
       lower interest earned on declining deferred fuel balances; and
     o an increase in "miscellaneous - net" in other income of $18.2
       million due to settlement of liability insurance coverage at Entergy
       Gulf States and the cessation of amortization of goodwill in January
       2002 upon implementation of SFAS 142; and
     o a decrease in interest expense of $101.5 million, which is
       explained below.

The March 2002 Settlement Agreement is discussed further in Note 2 to
the financial statements.

      The  decrease  in  interest expense for the nine  months  ended
September 30, 2002 is primarily due to the following:

     o a  decrease of $31.4 million in interest on long-term debt
       primarily due to the retirement of long-term debt in late 2001 and
       early 2002; and
     o a decrease of $67.3 million in other interest expense primarily
       due to interest recorded on System Energy's reserve for rate refund
       in 2001.  The refund was made in December 2001.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Domestic Non-Utility Nuclear

      The  increases in earnings for the three and nine months  ended
September 30, 2002 compared to the same periods in 2001 for  domestic
non-utility  nuclear  were primarily due to the operation  of  Indian
Point  2  and Vermont Yankee, which were purchased in September  2001
and  July 2002, respectively.  Following are key performance measures
for  domestic  non-utility nuclear during the three and  nine  months
ended September 30, 2002 and 2001:

                                      Three Months      Nine Months
                                          Ended            Ended
                                      2002    2001     2002    2001

Net MW in operation at September 30   3,955    3,445   3,955    3,445
Generation in GWH for the period      8,152    5,887  23,110   15,354
Capacity factor for the period        96.8%    97.5%   98.5%    91.5%

      The  following  fluctuations in the results of  operations  for
domestic non-utility nuclear for the three months ended September 30,
2002 were primarily caused by the acquisitions of Indian Point 2  and
Vermont Yankee:

     o operating revenues increased $143.4 million to $347.2 million;
     o fuel expenses increased $9.2 million to $29.3 million;
     o nuclear refueling outage expenses increased $1.0 million to $9.9
       million;
     o other operation and maintenance expenses increased $54.5 million
       to $152.4 million; and
     o depreciation and amortization expenses increased $8.0 million to
       $12.1 million.

     The  following  fluctuations in the results  of  operations  for
domestic non-utility nuclear for the nine months ended September  30,
2002 were primarily caused by the acquisitions of Indian Point 2  and
Vermont Yankee:

     o operating revenues increased $390.0 million to $923.2 million;
     o fuel expenses increased $32.7 million to $82.9 million;
     o nuclear refueling outage expenses increased $15.4 million to
       $29.4 million;
     o other operation and maintenance expenses increased $184.7
       million to $436.5 million;
     o taxes other than income taxes increased $9.1 million to $33.0
       million; and
     o depreciation and amortization expenses increased $20.0 million
       to $29.1 million.

Energy Commodity Services

     The  decrease in earnings for energy commodity services for  the
three months ended September 30, 2002 compared to the same period  in
2001  was primarily due to the gain on the sale of the Saltend  plant
in  August  2001 combined with slightly lower earnings from Entergy's
interest in Entergy-Koch.  This decrease was partially offset by  the
gain  on  the  sale of projects under development in Spain  discussed
below.



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     The  decrease in earnings for energy commodity services for  the
nine  months ended September 30, 2002 compared to the same period  in
2001  was  primarily due to the charges, discussed  in  "MANAGEMENT'S
DISCUSSION  AND  ANALYSIS - SIGNIFICANT FACTORS AND  KNOWN  TRENDS  -
Entergy  Wholesale Operations," to reflect the impairment of  certain
assets,  including  impairments related to EWO's turbine  acquisition
plans,  and to reflect the change in EWO's development plans.  $419.5
million  ($271.5 million net of tax) was recorded in  the  first  and
second  quarters of 2002, including an offsetting net of tax  benefit
of  $18.5  million related to the sale of four turbines  to  a  third
party.    The   pre-tax  charges  are  reflected  in  operation   and
maintenance  expenses in the Consolidated Statements of  Income.   In
the  third  quarter  of 2002, EWO realized a gain  of  $28.0  million
($17.3  million  net of tax) primarily resulting  from  the  sale  of
projects under development in Spain.

     Revenues  decreased  for  energy commodity  services  by  $306.8
million  and  $909.2  million for the three  and  nine  months  ended
September  30,  2002,  respectively, primarily due  to  decreases  of
$127.4 million and $495.3 million for the three and nine months ended
September  30, 2002, respectively, resulting from the sale  of  EWO's
interest  in  Highland Energy in the fourth quarter of 2001  combined
with decreases of $23.4 million and $161.7 million for the three  and
nine  months  ended September 30, 2002, respectively, resulting  from
the sale of EWO's interest in the Saltend plant in August 2001.

     Also  contributing  to  the decreases  in  revenues  for  energy
commodity  services  was  the contribution of  substantially  all  of
Entergy's  power  marketing and trading business to  Entergy-Koch  in
February 2001.  Earnings from Entergy-Koch are reported as equity  in
earnings   of  unconsolidated  equity  affiliates  in  the  financial
statements.   As  a result, for the nine months ended  September  30,
2002,  revenues  from  this activity were  lower  by  $135.2  million
compared to the same period in 2001 and purchased power expenses were
lower  by $131.2 million.  The net income effect of the lower revenue
for the nine months ended September 30, 2002 was offset by the equity
in  earnings from Entergy's interest in Entergy-Koch.  The equity  in
earnings from Entergy's interest in Entergy-Koch was $9.7 million and
$16.8 million lower for the three and nine months ended September 30,
2002  compared to the three and nine months ended September 30,  2001
primarily  due  to lower earnings from the pipeline  business.   Gulf
South Pipeline had lower trading earnings due to lower throughput and
higher production costs.  Following are key performance measures  for
Entergy-Koch's  operations for the quarter and  year-to-date  periods
ended September 30, 2002 and 2001:

                                   Third Quarter          Year-To-Date
                                2002         2001        2002       2001

Entergy-Koch Trading
  Gas volatility                   58%         69%         64%        69%
  Electricity volatility           57%         75%         50%        88%
  Gas marketed (BCF/D)             1.6         1.3         1.8        1.5
  Electricity marketed (GWH)    29,982      24,873      96,643     82,268
  Gain/loss days                   2.0         3.3         1.9        3.0
Gulf South Pipeline
  Throughput (BCF/D)              2.27        2.56        2.40       2.43
  Production cost ($/MMBTU)     $0.096      $0.088      $0.088     $0.091



                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


As  discussed  in the Form 10-K, the partnership agreement  currently
allocates profits on a disproportionate basis.  Substantially all  of
Entergy-Koch's profits were allocated to Entergy for  the  three  and
nine months ended September 30, 2002.

      Also  partially offsetting the decrease in earnings for  energy
commodity services for the nine months ended September 30, 2002 was a
net  increase in earnings of $7.3 million ($5.0 million net  of  tax)
related  to  the mark-to-market of the Damhead Creek  power  and  gas
contracts in the first quarter of 2002.

Other, including parent company

      Earnings for Other, including the parent company, increased for
the three months ended September 30, 2002 compared to the same period
in  2001  primarily  due to an increase of $5.0 million  in  interest
income combined with a decrease of $2.6 million in interest expense.

Income taxes

      The  effective  income  tax rates for the  three  months  ended
September 30, 2002 and 2001 were 38.4% and 36.9%, respectively.   The
effective  income tax rates for the nine months ended  September  30,
2002 and 2001 were 39.4% and 38.8%, respectively.






                  ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
   For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)

                                                            Three Months Ended           Nine Months Ended
                                                             2002         2001           2002         2001
                                                                   (In Thousands, Except Share Data)
                                                                                        
                  OPERATING REVENUES
Domestic electric                                          $2,037,957   $1,986,338    $5,125,722    $5,849,720
Natural gas                                                    18,953       18,212        90,313       159,144
Competitive businesses                                        411,965      572,339     1,210,254     1,726,727
                                                           ----------   ----------    ----------    ----------
TOTAL                                                       2,468,875    2,576,889     6,426,289     7,735,591
                                                           ----------   ----------    ----------    ----------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                 672,217      925,452     1,612,490     3,076,932
   Purchased power                                            222,472      279,060       625,476       888,835
   Nuclear refueling outage expenses                           24,183       24,284        74,057        64,567
   Provision for turbine commitments, asset impairments
     and restructuring charges                                (27,985)           -       391,557             -
   Other operation and maintenance                            564,762      550,339     1,816,131     1,456,908
Decommissioning                                                 8,198      (22,553)       24,589        (4,749)
Taxes other than income taxes                                 107,189      103,593       291,753       295,717
Depreciation and amortization                                 214,408      127,650       625,407       514,099
Other regulatory charges (credits) - net                       19,742      (18,592)     (149,340)       (5,894)
                                                           ----------   ----------    ----------    ----------
TOTAL                                                       1,805,186    1,969,233     5,312,120     6,286,415
                                                           ----------   ----------    ----------    ----------

OPERATING INCOME                                              663,689      607,656     1,114,169     1,449,176
                                                           ----------   ----------    ----------    ----------

                     OTHER INCOME
Allowance for equity funds used during construction             8,726        7,672        23,730        19,259
Gain on sale of assets - net                                      705          913         2,379         2,261
Interest and dividend income                                   20,688       43,223        71,924       124,294
Equity in earnings of unconsolidated equity affiliates         50,159       58,414       142,964       153,957
Miscellaneous - net                                             7,837       (5,580)       (3,346)        3,068
                                                           ----------   ----------    ----------    ----------
TOTAL                                                          88,115      104,642       237,651       302,839
                                                           ----------   ----------    ----------    ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                    131,905      126,670       376,825       386,373
Other interest - net                                           26,260       84,452        86,630       183,752
Distributions on preferred securities of subsidiary             4,709        4,709        14,128        14,128
Allowance for borrowed funds used during construction          (6,548)      (6,287)      (18,478)      (15,718)
                                                           ----------   ----------    ----------    ----------
TOTAL                                                         156,326      209,544       459,105       568,535
                                                           ----------   ----------    ----------    ----------

INCOME BEFORE INCOME TAXES                                    595,478      502,754       892,715     1,183,480

Income taxes                                                  228,678      185,300       351,314       459,573
                                                           ----------   ----------    ----------    ----------

CONSOLIDATED NET INCOME                                       366,800      317,454       541,401       723,907

Preferred dividend requirements and other                       5,924        4,970        17,796        18,363
                                                           ----------   ----------    ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                 $360,876     $312,484      $523,605      $705,544
                                                           ==========   ==========    ==========    ==========
Earnings per average common share:
    Basic                                                       $1.61        $1.41         $2.34         $3.19
    Diluted                                                     $1.59        $1.39         $2.30         $3.14
Dividends declared per common share                             $0.33        $0.32         $0.99         $0.95
Average number of common shares outstanding:
    Basic                                                 223,714,449  221,675,578   223,336,005   220,908,546
    Diluted                                               227,054,321  224,830,056   227,402,737   224,780,449

See Notes to Financial Statements.







                   ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Nine Months Ended September 30, 2002 and 2001
                                (Unaudited)

                                                                              2002        2001
                                                                               (In Thousands)
                                                                                    
                          OPERATING ACTIVITIES
Consolidated net income                                                      $541,401     $723,907
Noncash items included in net income:
  Reserve for regulatory adjustments                                           10,767     (357,880)
  Other regulatory credits - net                                             (149,340)      (5,894)
  Depreciation, amortization, and decommissioning                             649,996      509,350
  Deferred income taxes and investment tax credits                           (169,905)     (53,037)
  Allowance for equity funds used during construction                         (23,730)     (19,259)
  Gain on sale of assets - net                                                 (2,379)      (2,261)
  Equity in undistributed earnings of unconsolidated equity affiliates       (140,964)    (145,312)
  Provision for turbine commitments, asset impairments
     and restructuring charges                                                391,557            -
Changes in working capital:
  Receivables                                                                (233,194)      33,355
  Fuel inventory                                                                 (193)     (24,898)
  Accounts payable                                                             68,004     (467,749)
  Taxes accrued                                                               496,789      457,995
  Interest accrued                                                              5,158       10,289
  Deferred fuel                                                                85,998      367,105
  Other working capital accounts                                              (83,990)     (11,291)
Provision for estimated losses and reserves                                       198      (10,706)
Changes in other regulatory assets                                            206,504       61,583
Other                                                                          17,600      163,459
                                                                           ----------   ----------
Net cash flow provided by operating activities                              1,670,277    1,228,756
                                                                           ----------   ----------

                          INVESTING ACTIVITIES
Construction/capital expenditures                                          (1,053,000)    (939,662)
Allowance for equity funds used during construction                            23,730       19,259
Nuclear fuel purchases                                                       (217,398)    (119,277)
Proceeds from sale/leaseback of nuclear fuel                                  160,062       60,679
Proceeds from sale of businesses                                              244,578      805,945
Investment in other non-regulated/non-utility properties                     (200,119)    (565,333)
Decrease (increase) in other investments                                       38,964     (632,548)
Changes in other temporary investments - net                                  150,000     (250,600)
Decommissioning trust contributions and realized change in trust assets       (49,458)     (79,047)
Other regulatory investments                                                  (45,262)     (36,461)
Other                                                                         116,654      (12,200)
                                                                           ----------   ----------
Net cash flow used in investing activities                                   (831,249)  (1,749,245)
                                                                           ----------   ----------

See Notes to Financial Statements.





                   ENTERGY CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Nine Months Ended September 30, 2002 and 2001
                                (Unaudited)

                                                                              2002        2001
                                                                                (In Thousands)
                                                                                   
                          FINANCING ACTIVITIES
Proceeds from the issuance of:
  Long-term debt                                                              368,589      489,295
  Common stock                                                                115,569       62,335
Retirement of long-term debt                                               (1,166,412)    (877,088)
Repurchase of common stock                                                   (103,579)     (36,895)
Redemption of preferred stock                                                  (1,858)     (39,574)
Changes in credit line borrowings - net                                       379,333      662,997
Dividends paid:
  Common stock                                                               (221,215)    (202,112)
  Preferred stock                                                             (17,796)     (20,281)
                                                                           ----------   ----------
Net cash flow provided by (used in) financing activities                     (647,369)      38,677
                                                                           ----------   ----------

Effect of exchange rates on cash and cash equivalents                           5,614          664
                                                                           ----------   ----------

Net increase (decrease) in cash and cash equivalents                          197,273     (481,148)

Cash and cash equivalents at beginning of period                              751,573    1,382,424
                                                                           ----------   ----------

Cash and cash equivalents at end of period                                   $948,846     $901,276
                                                                           ==========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                     $454,489     $570,846
    Income taxes                                                              $37,770       $6,872
  Noncash investing and financing activities:
     Change in unrealized depreciation of
       decommissioning trust assets                                          ($78,156)    ($38,718)
     Net assets contributed to Entergy-Koch                                         -      $80,145
     Decommissioning trust funds acquired in nuclear plant acquisitions      $310,000     $430,000
     Long-term debt refunded with proceeds from
       long-term debt issued in prior period                                 ($47,000)           -

See Notes to Financial Statements.







                 ENTERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                                 ASSETS
               September 30, 2002 and December 31, 2001
                               (Unaudited)

                                                                         2002          2001
                                                                            (In Thousands)
                                                                             
                        CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                  $205,184      $129,866
  Temporary cash investments - at cost,
   which approximates market                                             743,344       618,327
  Special deposits                                                           318         3,380
                                                                     -----------   -----------
     Total cash and cash equivalents                                     948,846       751,573
                                                                     -----------   -----------
Other temporary investments                                                    -       150,000
Notes receivable                                                           2,077         2,137
Accounts receivable:
  Customer                                                               439,856       294,799
  Allowance for doubtful accounts                                        (22,036)      (19,255)
  Other                                                                  286,052       286,671
  Accrued unbilled revenues                                              365,157       268,680
                                                                     -----------   -----------
     Total receivables                                                 1,069,029       830,895
                                                                     -----------   -----------
Deferred fuel costs                                                      131,708       172,444
Accumulated deferred income taxes                                         22,936         6,488
Fuel inventory - at average cost                                          97,690        97,497
Materials and supplies - at average cost                                 514,688       460,644
Deferred nuclear refueling outage costs                                   68,732        79,755
Prepayments and other                                                     94,724       129,251
                                                                     -----------   -----------
TOTAL                                                                  2,950,430     2,680,684
                                                                     -----------   -----------

                OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                     756,682       766,103
Decommissioning trust funds                                            2,032,368     1,775,950
Non-utility property - at cost (less accumulated depreciation)           293,773       295,616
Other                                                                    295,765       495,542
                                                                     -----------   -----------
TOTAL                                                                  3,378,588     3,333,211
                                                                     -----------   -----------

                 PROPERTY, PLANT AND EQUIPMENT
Electric                                                              26,951,520    26,359,376
Property under capital lease                                             745,063       753,310
Natural gas                                                              209,808       201,841
Construction work in progress                                          1,275,323       882,829
Nuclear fuel under capital lease                                         291,720       265,464
Nuclear fuel                                                             258,224       232,387
                                                                     -----------   -----------
TOTAL PROPERTY, PLANT AND EQUIPMENT                                   29,731,658    28,695,207
Less - accumulated depreciation and amortization                      12,275,323    11,805,578
                                                                     -----------   -----------
PROPERTY, PLANT AND EQUIPMENT - NET                                   17,456,335    16,889,629
                                                                     -----------   -----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                        920,352       946,126
  Unamortized loss on reacquired debt                                    157,578       166,546
  Other regulatory assets                                                526,709       707,439
Long-term receivables                                                     25,588        28,083
Goodwill                                                                 377,172       377,472
Other                                                                    984,241       781,121
                                                                     -----------   -----------
TOTAL                                                                  2,991,640     3,006,787
                                                                     -----------   -----------

TOTAL ASSETS                                                         $26,776,993   $25,910,311
                                                                     ===========   ===========
See Notes to Financial Statements.






                   ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                 September 30, 2002 and December 31, 2001
                                 (Unaudited)

                                                                         2002          2001
                                                                            (In Thousands)
                                                                               
                      CURRENT LIABILITIES
Currently maturing long-term debt                                        $966,744       $682,771
Notes payable                                                              15,351        351,018
Accounts payable                                                          662,261        592,529
Customer deposits                                                         196,583        188,230
Taxes accrued                                                             797,321        550,133
Nuclear refueling outage costs                                             11,199          2,080
Interest accrued                                                          197,690        192,420
Obligations under capital leases                                          150,731        149,352
Other                                                                     183,974        345,387
                                                                      -----------    -----------
TOTAL                                                                   3,181,854      3,053,920
                                                                      -----------    -----------

            DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                       3,410,943      3,574,664
Accumulated deferred investment tax credits                               453,712        471,090
Taxes accrued                                                             650,000        400,000
Obligations under capital leases                                          196,572        181,085
Other regulatory liabilities                                              172,203        135,878
Decommissioning                                                         1,544,090      1,194,333
Transition to competition                                                  79,098        231,512
Regulatory reserves                                                        48,357         37,591
Accumulated provisions                                                    418,959        425,399
Other                                                                     988,403        852,269
                                                                      -----------    -----------
TOTAL                                                                   7,962,337      7,503,821
                                                                      -----------    -----------

Long-term debt                                                          7,239,139      7,321,028
Preferred stock with sinking fund                                          24,327         26,185
Preferred stock without sinking fund                                      334,337        334,337
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trusts holding
  solely junior subordinated deferrable debentures                        215,000        215,000

                     SHAREHOLDERS' EQUITY
Common stock, $.01 par value, authorized 500,000,000
  shares; issued 248,174,087 shares in 2002 and in 2001                     2,482          2,482
Paid-in capital                                                         4,666,953      4,662,704
Retained earnings                                                       3,941,240      3,638,448
Accumulated other comprehensive loss                                      (45,156)       (88,794)
Less - treasury stock, at cost (25,910,490 shares in 2002 and
  27,441,384 shares in 2001)                                              745,520        758,820
                                                                      -----------    -----------
TOTAL                                                                   7,819,999      7,456,020
                                                                      -----------    -----------

Commitments and Contingencies

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $26,776,993    $25,910,311
                                                                      ===========    ===========
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, 2002 and 2001
                                 (Unaudited)

                                                                        Three Months Ended
                                                                   2002                   2001
                                                                           (In Thousands)
                                                                                    
                  RETAINED EARNINGS
Retained Earnings - Beginning of period                   $3,653,841             $3,445,141
    Add  - Earnings applicable to common stock               360,876   $360,876     312,484     $312,484
    Deduct:
        Dividends declared on common stock                    73,933                 69,841
        Capital stock and other expenses                        (456)                  (840)
                                                          ----------             ----------
              Total                                           73,477                 69,001
                                                          ----------             ----------
Retained Earnings - End of period                         $3,941,240             $3,688,624
                                                          ==========             ==========
           ACCUMULATED OTHER COMPREHENSIVE
            INCOME (LOSS) (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes       ($3,628)              ($21,868)
  Other accumulated comprehensive (loss) items               (13,613)               (78,565)
                                                          ----------             ----------
     Total                                                   (17,241)              (100,433)
                                                          ----------             ----------


Net derivative instrument fair value changes
  arising during the period                                  (17,108)   (17,108)     (1,475)      (1,475)

Foreign currency translation adjustments                         255        255       7,848        7,848

Net unrealized investment (losses)                           (11,062)   (11,062)     (2,853)      (2,853)
                                                          ----------   --------  ----------     --------

Balance at end of period:
  Accumulated derivative instrument fair value changes       (20,736)               (23,343)
  Other accumulated comprehensive (loss) items               (24,420)               (73,570)
                                                          ----------             ----------
     Total                                                  ($45,156)              ($96,913)
                                                          ==========   --------  ==========     --------
Comprehensive Income                                                   $332,961                 $316,004
                                                                       ========                 ========
                   PAID-IN CAPITAL
Paid-in Capital - Beginning of period                     $4,666,754             $4,661,334
  Add:  Common stock issuances related to stock plans            199                  1,428
                                                          ----------             ----------
Paid-in Capital - End of period                           $4,666,953             $4,662,762
                                                          ==========             ==========



                                                                      Nine Months Ended
                                                                   2002                   2001
                                                                         (In Thousands)
                  RETAINED EARNINGS
Retained Earnings - Beginning of period                   $3,638,448             $3,190,639
    Add  - Earnings applicable to common stock               523,605   $523,605     705,544     $705,544
    Deduct:
        Dividends declared on common stock                   221,288                208,766
        Capital stock and other expenses                        (475)                (1,207)
                                                          ----------             ----------
              Total                                          220,813                207,559
                                                          ----------             ----------
Retained Earnings - End of period                         $3,941,240             $3,688,624
                                                          ==========             ==========
           ACCUMULATED OTHER COMPREHENSIVE
            INCOME (LOSS) (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes      ($17,973)                     -
  Other accumulated comprehensive (loss) items               (70,821)              ($75,033)
                                                          ----------             ----------
     Total                                                   (88,794)               (75,033)
                                                          ----------             ----------

    Cumulative effect to January 1, 2001 of accounting
      change regarding fair value of derivative instruments        -          -     (18,021)           -

Net derivative instrument fair value changes
  arising during the period                                   (2,763)    (2,763)     (5,322)      (5,322)

Foreign currency translation adjustments                      68,312      1,978       4,213        4,213

Net unrealized investment (losses)                           (21,911)   (21,911)     (2,750)      (2,750)
                                                          ----------   --------  ----------     --------
Balance at end of period:
  Accumulated derivative instrument fair value changes       (20,736)               (23,343)
  Other accumulated comprehensive (loss) items               (24,420)               (73,570)
                                                          ----------             ----------
     Total                                                  ($45,156)              ($96,913)
                                                          ==========   --------  ==========     --------
Comprehensive Income                                                   $500,909                 $701,685
                                                                       ========                 ========
                   PAID-IN CAPITAL
Paid-in Capital - Beginning of period                     $4,662,704             $4,660,483
  Add:  Common stock issuances related to stock plans          4,249                  2,279
                                                          ----------             ----------
Paid-in Capital - End of period                           $4,666,953             $4,662,762
                                                          ==========             ==========

See Notes to Financial Statements.





                 ENTERGY CORPORATION AND SUBSIDIARIES
                       SELECTED OPERATING RESULTS
     For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)


                               Three Months Ended       Increase/
       Description             2002         2001       (Decrease)      %
                                 (In Millions)
Domestic Electric Operating Revenues:
  Residential                $ 847.6      $ 874.8        ($27.2)       (3)
  Commercial                   501.8        529.9         (28.1)       (5)
  Industrial                   523.3        532.2          (8.9)       (2)
  Governmental                  50.5         55.5          (5.0)       (9)
                           ---------    ---------        ------
    Total retail             1,923.2      1,992.4         (69.2)       (3)
  Sales for resale             107.3        108.9          (1.6)       (1)
  Other                          7.4       (115.0)        122.4       106
                           ---------    ---------        ------
    Total                  $ 2,037.9    $ 1,986.3        $ 51.6         3
                           =========    =========        ======

Billed Electric Energy
 Sales (GWH):
  Residential                 10,827       10,502           325         3
  Commercial                   7,509        7,351           158         2
  Industrial                  10,839       10,457           382         4
  Governmental                   731          722             9         1
                           ---------    ---------        ------
    Total retail              29,906       29,032           874         3
  Sales for resale             2,823        2,373           450        19
                           ---------    ---------        ------
    Total                     32,729       31,405         1,324         4
                           =========    =========        ======


                              Nine Months Ended         Increase/
        Description           2002         2001        (Decrease)      %
                                (In Millions)
Domestic Electric
Operating Revenues:
  Residential              $ 1,898.8    $ 2,127.0       ($228.2)      (11)
  Commercial                 1,264.3      1,462.8        (198.5)      (14)
  Industrial                 1,385.0      1,838.7        (453.7)      (25)
  Governmental                 132.3        162.7         (30.4)      (19)
                           ---------    ---------        ------
    Total retail             4,680.4      5,591.2        (910.8)      (16)
  Sales for resale             262.0        325.8         (63.8)      (20)
  Other                        183.3        (67.3)        250.6       372
                           ---------    ---------        ------
    Total                  $ 5,125.7    $ 5,849.7       ($724.0)      (12)
                           =========    =========        ======

Billed Electric Energy
 Sales (GWH):
  Residential                 25,303       24,771           532         2
  Commercial                  19,219       18,834           385         2
  Industrial                  30,770       31,478          (708)       (2)
  Governmental                 2,002        1,967            35         2
                           ---------    ---------        ------
    Total retail              77,294       77,050           244         -
  Sales for resale             7,480        7,004           476         7
                           ---------    ---------        ------
    Total                     84,774       84,054           720         1
                           =========    =========        ======







                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the three months ended September  30,
2002  compared to the three months ended September 30, 2001 primarily
due  to  the  refund from System Energy ordered by FERC  that  became
final  in July 2001.  The accounting entries necessary to record  the
effects  of the FERC order reduced purchased power expenses by  $61.5
million  in 2001, which resulted in a $37.4 million increase  in  net
income  in 2001.  The refund is discussed further in Note  2  to  the
financial  statements in the Form 10-K.  Absent  the  effect  of  the
refund entry on 2001 results, net income would have increased in 2002
due  to  a  decrease in other operation and maintenance expenses  and
other  regulatory  charges and an increase in  the  sales  volume  of
unbilled revenue, partially offset by decreased sales for resale.

      Net  income  decreased for the nine months ended September  30,
2002  compared to the nine months ended September 30, 2001  primarily
due  to the aforementioned System Energy refund and the effect of the
March  2002  Settlement Agreement and the 2001 earnings  review  that
were  approved  by  the  APSC in the second  quarter  of  2002.   The
settlement  agreement allowed Entergy Arkansas to  recover  2000  and
2001  ice  storm  repair  expenses through  previously-collected  TCA
amounts.   The  effect of this settlement agreement  increased  other
operation  and  maintenance expenses, other regulatory  credits,  and
provisions  for  rate  refunds.  The net  impact  of  the  settlement
agreement and the 2001 earnings review is a $2.2 million decrease  in
net income.  The March 2002 Settlement Agreement is discussed further
in  Note  2  to  the financial statements.  The overall decrease  was
partially  offset  by  an increase in the sales  volume  of  unbilled
revenue.

Revenues and Sales

      The  changes in electric operating revenues for the  three  and
nine months ended September 30, 2002 compared with 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 differences             ($0.2)               $4.4
Rate riders                         1.7               (13.4)
Fuel cost recovery                (39.6)              (52.9)
Sales volume/weather                1.8                (6.8)
Unbilled revenue                    7.8                14.3
Provisions for rate refunds         -                 (18.1)
Other revenue                      (0.3)                0.9
Sales for resale                  (37.9)              (96.3)
                                 ------             -------
   Total                         ($66.7)            ($167.9)
                                 ======             =======

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  nine  months  ended
September 30, 2002 primarily due to a decrease in the Grand Gulf rate
rider  effective January 2002 compared to the average rate  rider  in
effect  during the nine months ended September 30, 2001.   The  Grand
Gulf  rate rider allows Entergy Arkansas to recover its retail  share
of operating costs for Grand Gulf 1.

Fuel cost recovery

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

      Fuel  cost recovery revenues decreased for the three  and  nine
months  ended September 30, 2002 primarily due to a decrease  in  the
energy cost recovery rider that became effective in April 2002.   The
rider utilizes prior year energy costs and projected energy sales for
the twelve-month period commencing on April 1 of each year to develop
an  energy  cost rate, which is redetermined annually and includes  a
true-up  adjustment  reflecting the over-recovery or  under-recovery,
including carrying charges, of the energy cost for the prior calendar
year.   In  September  2002,  Entergy Arkansas  filed  and  the  APSC
approved  an  interim  revision to the  energy  cost  rate  effective
October  2002 through March 2003.  The rider is discussed further  in
Note 2 to the financial statements in the Form 10-K.

Sales volume/weather

      Electric  sales volume decreased revenues for the  nine  months
ended  September 30, 2002 due to decreased usage of  53  GWH  in  the
industrial  sector.   The  effect of less favorable  weather  through
September 30, 2002 compared to the same period in 2001 also decreased
electric  sales  volume by 173 GWH in the residential and  commercial
sectors.   The decreased usage resulted in higher effective rates  in
each sector, which is reflected in base rate differences.

Unbilled revenue

      The increase for the three and nine months ended September  30,
2002  compared to the three and nine months ended September 30,  2001
is  due to the effect on the unbilled calculation for the 2002 period
of   higher   unbilled   revenue  in   September   2002   caused   by
volume/weather.

Provisions for rate refunds

      Revenues decreased for the nine months ended September 30, 2002
due  to  the  provisions  for rate refunds to large  general  service
customers  pursuant  to  the  March 2002 Settlement  Agreement.   The
refunds  were distributed in August 2002.  The March 2002  Settlement
Agreement is discussed further in Note 2 to the financial statements.

Sales for resale

      Sales for resale decreased for the three and nine months  ended
September  30, 2002 due to a decrease in the average price of  energy
sold  to wholesale customers coupled with a decrease in sales  volume
to  municipalities and co-operatives, partially due to the expiration
of a municipal wholesale customer contract on June 30, 2002.  Entergy
Arkansas  is  aggressively  pursuing  other  wholesale  power   sales
opportunities to offset the revenue loss resulting from the  loss  of
this contract.



                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Expenses

Fuel and purchased power

     Fuel and purchased power expenses decreased for the three months
ended September 30, 2002 primarily due to:

     o decreased coal transportation costs due to new contracts;
     o decreased coal commodity costs due to increased purchases in the
       spot market; and
     o decreased average market price of purchased power.

The  decrease was partially offset by the reduction of $61.5  million
in purchased power expenses in September 2001 as a result of the FERC-
ordered refund from System Energy.

      Fuel and purchased power expenses decreased for the nine months
ended September 30, 2002 primarily due to decreased market prices  of
natural  gas  and purchased power as well as decreased  expenses  for
coal  as mentioned above.  The decrease was partially offset  by  the
FERC-ordered refund from System Energy mentioned above.

Other operation and maintenance

     Other operation and maintenance expenses decreased for the three
months  ended  September 30, 2002 primarily due  to  $16  million  of
turbine refurbishment costs expensed in 2001 at a plant, the lease of
which expired after the summer of 1999.

      Other operation and maintenance expenses increased for the nine
months ended September 30, 2002 primarily due to:

     o increased expenses consisting of $159.9 million due primarily to
       the March 2002 Settlement Agreement (discussed further in Note 2 to
       the financial statements) and 2001 earnings review allowing Entergy
       Arkansas to recover a large majority of 2000 and 2001 ice storm
       repair expenses through the previously-collected TCA amounts and
       $24.5  million due to the reversal in 2001 of ice storm  costs
       previously charged to expense in December 2000;
     o an increase in expense of $6.6 million to reflect the current
       estimate of the liability for the future disposal of low-level
       radioactive waste materials; and
     o lower nuclear insurance refunds of $3.1 million.

These were partially offset by the $16 million of turbine
refurbishment costs discussed above.

Depreciation, amortization, and decommissioning

      Depreciation and amortization expenses increased for  the  nine
months  ended September 30, 2002 primarily due to revisions  made  to
the   useful  lives  of  certain  intangible  plant  assets  to  more
appropriately  reflect their actual lives, which lowered  expense  in
2001 in accordance with regulatory treatment.


                       ENTERGY ARKANSAS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other regulatory charges (credits) - net

      Other  regulatory charges decreased for the three months  ended
September  30, 2002 primarily due to an adjustment to the  transition
cost  account  made in the third quarter of 2001 as a result  of  the
2000  excess  earnings  review.  The March 2002 Settlement  Agreement
provided  that  the process for contributing excess earnings  to  the
transition cost account end with the 2001 earnings review.

      Other  regulatory credits increased for the nine  months  ended
September  30,  2002  primarily  due to  the  March  2002  Settlement
Agreement  allowing Entergy Arkansas to recover  2000  and  2001  ice
storm  repair expenses through the previously-collected TCA  amounts.
The increase in other regulatory credits is offset by an increase  in
other  operation and maintenance expenses discussed above.  The March
2002  Settlement  Agreement is discussed further in  Note  2  to  the
financial statements.

Other

Other income

     Other  income decreased for the nine months ended September  30,
2002 primarily due to:

     o a decrease in interest income recorded on the deferred fuel
       balance because the balance has been lower during 2002; and
     o reversal of the first quarter 2002 recording of 2000 ice storm
       expenses in other operation and maintenance of $2.7 million, as
       originally recommended by the APSC staff, in accordance with the
       March 2002 Settlement Agreement.  The March 2002 Settlement Agreement
       is discussed further in Note 2 to the financial statements.

Income taxes

      The  effective  income  tax rates for the  three  months  ended
September 30, 2002 and 2001 were 36.6% and 40.9%, respectively.   The
effective  income tax rates for the nine months ended  September  30,
2002  and  2001 were 38.7% and 41.1%, respectively.  The decrease  in
the  effective tax rate for the three months ended September 30, 2002
was primarily due to the effect of a flow-through book and tax timing
difference.   The  decrease in the effective tax rate  for  the  nine
months  ended September 30, 2002 was primarily due to a research  and
experimental tax deduction.





                        ENTERGY ARKANSAS, INC.
                          INCOME STATEMENTS
    For the Three and Nine Months Ended September 30, 2002 and 2001
                             (Unaudited)

                                                          Three Months Ended      Nine Months Ended
                                                           2002       2001       2002           2001
                                                            (In Thousands)          (In Thousands)
                                                                                 
                 OPERATING REVENUES
Domestic electric                                        $474,873   $541,556   $1,220,622    $1,388,463
                                                         --------   --------   ----------    ----------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              76,005    120,003      249,468       298,165
   Purchased power                                        102,485     76,528      262,440       321,038
   Nuclear refueling outage expenses                        5,877      7,079       18,935        21,616
   Other operation and maintenance                         94,501    113,089      430,616       249,913
Taxes other than income taxes                               9,481      8,259       30,054        25,687
Depreciation, amortization, and decommissioning            47,229     45,263      140,410       131,283
Other regulatory charges (credits) - net                      408      7,797     (175,314)        1,458
                                                         --------   --------   ----------    ----------
TOTAL                                                     335,986    378,018      956,609     1,049,160
                                                         --------   --------   ----------    ----------

OPERATING INCOME                                          138,887    163,538      264,013       339,303
                                                         --------   --------   ----------    ----------

                    OTHER INCOME
Allowance for equity funds used during construction         2,243      1,858        5,543         4,497
Interest and dividend income                                  498      1,324        2,063         8,036
Miscellaneous - net                                          (593)      (867)      (5,121)       (2,796)
                                                         --------   --------   ----------    ----------
TOTAL                                                       2,148      2,315        2,485         9,737
                                                         --------   --------   ----------    ----------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                 22,189     23,171       63,574        67,475
Other interest - net                                        1,174      3,239       12,222        11,744
Distributions on preferred securities of subsidiary         1,275      1,275        3,825         3,825
Allowance for borrowed funds used during construction      (1,413)    (1,187)      (3,598)       (2,902)
                                                         --------   --------   ----------    ----------
TOTAL                                                      23,225     26,498       76,023        80,142
                                                         --------   --------   ----------    ----------

INCOME BEFORE INCOME TAXES                                117,810    139,355      190,475       268,898

Income taxes                                               43,146     56,954       73,725       110,481
                                                         --------   --------   ----------    ----------

NET INCOME                                                 74,664     82,401      116,750       158,417

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

EARNINGS APPLICABLE TO
COMMON STOCK                                              $72,720    $80,489     $110,918      $152,617
                                                         ========   ========   ==========    ==========
See Notes to Financial Statements.





                         ENTERGY ARKANSAS, INC.
                        STATEMENTS OF CASH FLOWS
         For the Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)

                                                                     2002        2001
                                                                       (In Thousands)
                                                                           
                  OPERATING ACTIVITIES
Net income                                                          $116,750     $158,417
Noncash items included in net income:
  Other regulatory charges (credits) - net                          (175,314)       1,458
  Depreciation, amortization, and decommissioning                    140,410      131,283
  Deferred income taxes and investment tax credits                   (46,672)     (50,323)
  Allowance for equity funds used during construction                 (5,543)      (4,497)
Changes in working capital:
  Receivables                                                        (16,899)    (218,974)
  Fuel inventory                                                      (6,146)      (8,605)
  Accounts payable                                                    15,750     (111,262)
  Taxes accrued                                                      101,761      151,757
  Interest accrued                                                    (4,001)     (11,228)
  Deferred fuel costs                                                 66,838       66,973
  Other working capital accounts                                      (3,079)      62,753
Provision for estimated losses and reserves                           (4,300)      (4,536)
Changes in other regulatory assets                                   150,309      (57,723)
Changes in other deferred credits                                    (22,192)      36,937
Other                                                                 10,697       44,042
                                                                    --------     --------
Net cash flow provided by operating activities                       318,369      186,472
                                                                    --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                           (194,349)    (189,883)
Allowance for equity funds used during construction                    5,543        4,497
Nuclear fuel purchases                                               (60,075)     (19,103)
Proceeds from sale/leaseback of nuclear fuel                          60,075       19,103
Decommissioning trust contributions and realized
    change in trust assets                                           (16,255)      (6,569)
Changes in other temporary investments - net                          38,397            -
Other regulatory investments                                               -      (13,834)
                                                                    --------     --------
Net cash flow used in investing activities                          (166,664)    (205,789)
                                                                    --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                          94,405       98,919
Retirement of long-term debt                                        (170,000)           -
Changes in short-term borrowings                                        (667)           -
Dividends paid:
  Common stock                                                       (94,800)     (59,100)
  Preferred stock                                                     (5,832)      (5,832)
                                                                    --------     --------
Net cash flow provided by (used in) financing activities            (176,894)      33,987
                                                                    --------     --------

Net increase (decrease) in cash and cash equivalents                 (25,189)      14,670

Cash and cash equivalents at beginning of period                     103,466        7,838
                                                                    --------     --------

Cash and cash equivalents at end of period                           $78,277      $22,508
                                                                    ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                               $79,856      $90,297
  Income taxes                                                        $9,356          ($3)
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                     ($37,298)    ($17,087)
  Long-term debt refunded with proceeds from
   long-term debt issued in prior period                            ($47,000)           -

See Notes to Financial Statements.





                        ENTERGY ARKANSAS, INC.
                            BALANCE SHEETS
                                ASSETS
               September 30, 2002 and December 31, 2001
                              (Unaudited)

                                                                  2002           2001
                                                                      (In Thousands)
                                                                        
                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                             $32,889       $18,331
  Temporary cash investments - at cost,
    which approximates market                                       45,388        85,135
                                                                ----------    ----------
        Total cash and cash equivalents                             78,277       103,466
                                                                ----------    ----------
Other temporary investments                                              -        38,397
Accounts receivable:
  Customer                                                         108,435        80,719
  Allowance for doubtful accounts                                   (1,667)       (1,667)
  Associated companies                                              43,355        65,102
  Other                                                             19,311        20,889
  Accrued unbilled revenues                                         74,815        62,307
                                                                ----------    ----------
    Total accounts receivable                                      244,249       227,350
                                                                ----------    ----------
Deferred fuel costs                                                      -        17,246
Accumulated deferred income taxes                                   39,443        22,698
Fuel inventory - at average cost                                    10,518         4,372
Materials and supplies - at average cost                            80,943        75,499
Deferred nuclear refueling outage costs                             12,541        14,508
Prepayments and other                                                7,205        53,386
                                                                ----------    ----------
TOTAL                                                              473,176       556,922
                                                                ----------    ----------

              OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                11,217        11,217
Decommissioning trust funds                                        330,071       351,114
Non-utility property - at cost (less accumulated depreciation)       1,462         1,465
Other                                                                2,976         2,976
                                                                ----------    ----------
TOTAL                                                              345,726       366,772
                                                                ----------    ----------

                      UTILITY PLANT
Electric                                                         5,493,816     5,399,294
Property under capital lease                                        33,729        35,604
Construction work in progress                                      222,254       157,994
Nuclear fuel under capital lease                                    98,040        65,556
Nuclear fuel                                                         9,394         8,156
                                                                ----------    ----------
TOTAL UTILITY PLANT                                              5,857,233     5,666,604
Less - accumulated depreciation and amortization                 2,695,234     2,615,013
                                                                ----------    ----------
UTILITY PLANT - NET                                              3,161,999     3,051,591
                                                                ----------    ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                  181,928       164,146
  Unamortized loss on reacquired debt                               39,902        40,817
  Other regulatory assets                                           92,444       260,535
Other                                                               18,919        10,797
                                                                ----------    ----------
TOTAL                                                              333,193       476,295
                                                                ----------    ----------

TOTAL ASSETS                                                    $4,314,094    $4,451,580
                                                                ==========    ==========
See Notes to Financial Statements.







                           ENTERGY ARKANSAS, INC.
                              BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                  September 30, 2002 and December 31, 2001
                              (Unaudited)

                                                                        2002        2001
                                                                          (In Thousands)
                                                                            
                   CURRENT LIABILITIES
Currently maturing long-term debt                                      $100,000      $85,000
Notes payable                                                                 -          667
Accounts payable:
  Associated companies                                                   36,499       32,868
  Other                                                                  99,155       87,036
Customer deposits                                                        34,467       32,589
Taxes accrued                                                           206,042      104,281
Interest accrued                                                         26,543       30,544
Deferred fuel costs                                                      49,592            -
Obligations under capital leases                                         52,312       51,973
System Energy refund                                                      3,958       53,732
Other                                                                    19,334       17,221
                                                                     ----------   ----------
TOTAL                                                                   627,902      495,911
                                                                     ----------   ----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                       805,447      809,742
Accumulated deferred investment tax credits                              79,483       83,239
Obligations under capital leases                                         79,457       49,187
Transition to competition                                                     -      152,414
Accumulated provisions                                                   37,115       41,415
Other                                                                    85,232      107,424
                                                                     ----------   ----------
TOTAL                                                                 1,086,734    1,243,421
                                                                     ----------   ----------

Long-term debt                                                        1,179,207    1,308,075
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 2002
  and 2001                                                                  470          470
Paid-in capital                                                         591,127      591,127
Retained earnings                                                       652,304      636,226
                                                                     ----------   ----------
TOTAL                                                                 1,360,251    1,344,173
                                                                     ----------   ----------

Commitments and Contingencies

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,314,094   $4,451,580
                                                                     ==========   ==========
See Notes to Financial Statements.



                          ENTERGY ARKANSAS, INC.
                        SELECTED OPERATING RESULTS
     For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)


                                      Three Months Ended      Increase/
          Description                2002           2001      (Decrease)     %
                                          (In Millions)
Electric Operating Revenues:
  Residential                       $ 193.3       $ 207.4      ($14.1)      (7)
  Commercial                           93.7         103.8       (10.1)     (10)
  Industrial                           97.6         109.2       (11.6)     (11)
  Governmental                          4.1           4.7        (0.6)     (13)
                                    ---------------------------------
    Total retail                      388.7         425.1       (36.4)      (9)
  Sales for resale
     Associated companies              33.0          63.3       (30.3)     (48)
     Non-associated companies          49.5          57.1        (7.6)     (13)
  Other                                 3.7          (3.9)        7.6      195
                                    ---------------------------------
    Total                           $ 474.9       $ 541.6      ($66.7)     (12)
                                    =================================
Billed Electric Energy
 Sales (GWH):
  Residential                         2,354         2,332          22        1
  Commercial                          1,617         1,608           9        1
  Industrial                          1,937         1,923          14        1
  Governmental                           70            71          (1)      (1)
                                    ---------------------------------
    Total retail                      5,978         5,934          44        1
  Sales for resale
     Associated companies             1,436         1,673        (237)     (14)
     Non-associated companies         1,521         1,320         201       15
                                    ---------------------------------
    Total                             8,935         8,927           8        -
                                    =================================

                                       Nine Months Ended      Increase/
          Description                 2002           2001     (Decrease)     %
                                          (In Millions)
Electric Operating Revenues:
  Residential                       $ 442.8       $ 471.7      ($28.9)      (6)
  Commercial                          237.0         253.2       (16.2)      (6)
  Industrial                          256.1         279.2       (23.1)      (8)
  Governmental                         11.9          12.4        (0.5)      (4)
                                  -----------------------------------
    Total retail                      947.8       1,016.5       (68.7)      (7)
  Sales for resale
     Associated companies             126.1         183.1       (57.0)     (31)
     Non-associated companies         125.4         164.7       (39.3)     (24)
  Other                                21.3          24.2        (2.9)     (12)
                                  -----------------------------------
    Total                         $ 1,220.6     $ 1,388.5     ($167.9)     (12)
                                  ===================================
Billed Electric Energy
 Sales (GWH):
  Residential                         5,476         5,568         (92)      (2)
  Commercial                          3,967         3,971          (4)       -
  Industrial                          5,217         5,270         (53)      (1)
  Governmental                          194           188           6        3
                                  -----------------------------------
    Total retail                     14,854        14,997        (143)      (1)
  Sales for resale
     Associated companies             5,322         4,753         569       12
     Non-associated companies         3,757         3,947        (190)      (5)
                                  -----------------------------------
    Total                            23,933        23,697         236        1
                                  ===================================




                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September  30,
2002  compared to the three months ended September 30, 2001 primarily
due  to  increases in the sales volume and price applied to  unbilled
revenue,  increased  other income, decreased  interest  expense,  and
decreased  operation  and maintenance expenses, partially  offset  by
decreased other regulatory credits.

      Net  income  decreased for the nine months ended September  30,
2002  compared to the nine months ended September 30, 2001  primarily
due  to  decreased  sales  for  resale,  increased  depreciation  and
amortization  expenses,  and  decreased  other  regulatory   credits,
significantly  offset  by increases in the  sales  volume  and  price
applied to unbilled revenue and decreased interest expense.

Revenues and Sales

      The  changes in electric operating revenues for the  three  and
nine months ended September 30, 2002 compared with 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 differences          ($5.2)               ($7.6)
Fuel cost recovery             (77.6)              (456.6)
Sales volume/weather             6.6                 (0.9)
Unbilled revenue                25.4                 42.4
Other revenue                    1.9                  5.0
Sales for resale               (17.1)               (62.0)
                              ------              -------
   Total                      ($66.0)             ($479.7)
                              ======              =======

Base rate differences

      Base rate differences decreased revenues for the three and nine
months  ended  September 30, 2002 due to an $11.5 million  base  rate
decrease  effective  June 2002.  The decrease for  the  three  months
ended September 30, 2002 was also due to decreased rates for special-
rate industrial customers as a result of increased KWH usage.

Fuel cost recovery

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



                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     Fuel  cost  recovery revenues decreased for the three  and  nine
months ended September 30, 2002 in both operational jurisdictions  of
Entergy  Gulf  States.   In  the Louisiana  jurisdiction,  fuel  cost
recovery revenues decreased $22.6 million and $286.7 million for  the
three and nine months ended September 30, 2002, respectively, due  to
lower  fuel  factors resulting from decreases in fuel  and  purchased
power expenses.  In the Louisiana jurisdiction, these fuel costs  are
recovered  on a two-month lag.  In the Texas jurisdiction, fuel  cost
recovery revenues decreased $55.0 million and $169.9 million for  the
three and nine months ended September 30, 2002, respectively, due  to
a  decrease  in the fixed fuel factor in March 2002 and a lower  fuel
recovery surcharge in 2002.

Sales volume/weather

      Higher  electric sales volume increased revenues for the  three
months  ended September 30, 2002 due to increased usage of 92 GWH  in
the  residential  and  commercial sectors, after  adjusting  for  the
weather  effect,  and increased usage of 209 GWH  in  the  industrial
sector.   The increased usage resulted in lower effective  rates  for
the industrial sector, which is reflected in base rate differences.

     Lower electric sales volume reduced revenues for the nine months
ended  September  30, 2002 primarily due to decreased  usage  in  the
industrial  sector  as  a  result of contractual  modifications  that
reclassified the sales associated with certain customers from  retail
to  wholesale.   Under  the terms of the former contract  with  these
customers,  Entergy  Gulf States was also required  to  purchase  the
electricity produced by the customers' generating units.  As a result
of   the   cessation   of   the  purchased  power   obligation,   the
reclassification  of these sales will not have a negative  impact  on
Entergy Gulf States' earnings.

Unbilled revenue

      As  discussed in Note 1 to the financial statements in the Form
10-K,  unbilled revenues are estimated monthly and are  reversed  the
following  month.   Unbilled  revenue  for  the  three  months  ended
September  30,  2002 and 2001 includes the reversal of the  estimates
for  June  2002  and June 2001, respectively.  The increase  for  the
three  months  ended September 30, 2002 compared to the three  months
ended  September  30,  2001  is due to the  effect  on  the  unbilled
calculation  for the 2001 period of higher unbilled revenue  in  June
2001 caused by volume/weather and higher fuel rates.

     Unbilled  revenue for the nine months ended September  30,  2002
and 2001 includes the reversal of the estimates for December 2001 and
December  2000, respectively.  The increase in unbilled  revenue  for
the  nine months ended September 30, 2002 compared to the nine months
ended  September  30,  2001  is due to the  effect  on  the  unbilled
calculation  for  the  2001  period of  higher  unbilled  revenue  in
December 2000 caused by volume/weather and higher fuel rates.

Sales for resale

     Sales  for resale decreased for the three and nine months  ended
September  30,  2002  primarily  due to  decreased  sales  volume  to
affiliated customers coupled with a decrease in the average price  of
energy  supplied  for  affiliated sales.  The decrease  is  partially
offset  by  contractual  modifications that  reclassified  the  sales
associated with certain customers from retail to wholesale.

Gas operating revenues

     Gas  operating  revenues decreased for  the  nine  months  ended
September  30,  2002 primarily due to the decreased market  price  of
natural gas.


                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Expenses

Fuel and purchased power

      Fuel  and  purchased power expenses decreased  for  the  three
months  ended September 30, 2002 primarily due to a decrease in  the
market price of purchased power.

     Fuel and purchased power expenses decreased for the nine months
ended  September 30, 2002 primarily due to decreases in  the  market
prices of natural gas and purchased power.

Other operation and maintenance

      Other  operation  and maintenance expenses decreased  for  the
three months ended September 30, 2002 due to decreases in:

     o general and administrative salaries expense of $3.9 million;
     o uncollectible receivable write-offs of $2.5 million;
     o nuclear operation and maintenance expenses of $2.2 million; and
     o transmission expenses of $1.0 million.

The decrease in other operation and maintenance expenses was somewhat
offset by increases in:

     o employee pension and benefits expense of $2.6 million; and
     o expenses of $2.5 million to reflect the current estimate of the
       liability for the future disposal of low-level radioactive waste
       materials.

Taxes other than income taxes

      Taxes  other  than income taxes increased for the  nine  months
ended  September 30, 2002 primarily due to lower sales  and  use  tax
audit assessments in 2001.

Depreciation and amortization

     Depreciation  and amortization expenses increased for  the  nine
months  ended September 30, 2002 primarily due to revisions  made  to
the   useful  lives  of  certain  intangible  plant  assets  to  more
appropriately  reflect their actual lives, which lowered  expense  in
2001  in accordance with regulatory treatment.  The increase was also
due to net capital additions to plant in service.

Other regulatory charges (credits) - net

     Other regulatory credits decreased for the three and nine months
ended  September 30, 2002 primarily due to the deferral  in  2001  of
capacity charges included in power purchases for the summers of  2000
and 2001 and the amortization of these capacity charges in 2002.  The
amortization of the summer 2000 capacity charges ended in  May  2002.
The amortization of the capacity charges for the summer 2001 began in
June  2002 and will occur through May 2003.  Refer to Note 2  to  the
financial  statements  for further discussion  of  deferred  capacity
charges.   The decrease for the nine months ended September 30,  2002
was  somewhat  offset by the recognition in income of  the  Louisiana
portion  of the unamortized deferred gain on the 1988 sale of  Nelson
Units  1  and 2.  The deferred gain was recognized in income  because
the  LPSC  no  longer requires that amortization of the  gain  reduce
Entergy Gulf States' recoverable fuel.



                      ENTERGY GULF STATES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other income

      Other income increased for the three months ended September 30,
2002  as  a  result  of  settlement of liability insurance  coverage,
somewhat offset by decreased interest income recorded on the deferred
fuel balance due to partial recovery of the balance.

      Other income decreased for the nine months ended September  30,
2002  primarily  due  to decreased interest income  recorded  on  the
deferred  fuel balance due to partial recovery of the  balance.   The
decrease  was  somewhat offset by settlement of  liability  insurance
coverage.

Interest and other charges

      Interest  on  long-term debt decreased for the three  and  nine
months  ended  September 30, 2002 primarily  due  to  lower  interest
expense  on variable-rate First Mortgage Bonds and the retirement  of
$148 million of First Mortgage Bonds in January 2002.

     Other  interest expense decreased for the three and nine  months
ended  September 30, 2002 primarily due to a 2001 adjustment  to  the
liability  for deferred compensation for certain former Entergy  Gulf
States employees in accordance with an actuarial study.

Income taxes

     The  effective  income  tax rates for  the  three  months  ended
September 30, 2002 and 2001 were 38.0% and 36.2%, respectively.   The
effective  income tax rates for the nine months ended  September  30,
2002  and  2001 were 38.4% and 36.1%, respectively.  The increase  in
the  effective  tax  rate for the three and  nine  months  ended  was
primarily  due  to  the effect of flow-through book  and  tax  timing
differences.





                        ENTERGY GULF STATES, INC.
                            INCOME STATEMENTS
     For the Three and Nine Months Ended September 30, 2002 and 2001
                               (Unaudited)

                                                         Three Months Ended      Nine Months Ended
                                                          2002       2001        2002         2001
                                                           (In Thousands)         (In Thousands)
                                                                              
                 OPERATING REVENUES
Domestic electric                                       $642,940   $708,951  $1,649,729   $2,129,424
Natural gas                                                5,909      5,537      30,587       50,434
                                                        --------   --------  ----------   ----------
TOTAL                                                    648,849    714,488   1,680,316    2,179,858
                                                        --------   --------  ----------   ----------

                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                            233,976    281,276     518,875      881,440
   Purchased power                                        96,037    136,703     270,215      404,558
   Nuclear refueling outage expenses                       3,056      2,680       9,135        8,792
   Other operation and maintenance                       103,454    107,991     308,405      309,404
Decommissioning                                            1,579      1,562       4,731        4,685
Taxes other than income taxes                             32,823     32,028      94,134       90,587
Depreciation and amortization                             51,154     48,683     151,847      143,634
Other regulatory charges (credits) - net                   1,227    (14,636)    (10,796)     (19,188)
                                                        --------   --------  ----------   ----------
TOTAL                                                    523,306    596,287   1,346,546    1,823,912
                                                        --------   --------  ----------   ----------

OPERATING INCOME                                         125,543    118,201     333,770      355,946
                                                        --------   --------  ----------   ----------

                    OTHER INCOME
Allowance for equity funds used during construction        2,988      2,650       7,971        6,817
Gain on sale of assets                                       707        623       2,379        1,811
Interest and dividend income                               2,756      5,666       7,687       19,893
Miscellaneous - net                                        6,215       (709)      4,768       (3,284)
                                                        --------   --------  ----------   ----------
TOTAL                                                     12,666      8,230      22,805       25,237
                                                        --------   --------  ----------   ----------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                32,694     37,359      97,191      115,511
Other interest - net                                       2,260      7,844       5,002       12,038
Distributions on preferred securities of subsidiary        1,859      1,859       5,578        5,578
Allowance for borrowed funds used during construction     (2,540)    (2,704)     (7,153)      (6,858)
                                                        --------   --------  ----------   ----------
TOTAL                                                     34,273     44,358     100,618      126,269
                                                        --------   --------  ----------   ----------

INCOME BEFORE INCOME TAXES                               103,936     82,073     255,957      254,914

Income taxes                                              39,447     29,720      98,194       92,133
                                                        --------   --------  ----------   ----------

NET INCOME                                                64,489     52,353     157,763      162,781

Preferred dividend requirements and other                  1,218      1,201       3,678        3,782
                                                        --------   --------  ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                             $63,271    $51,152    $154,085     $158,999
                                                         =======   ========  ==========   ==========
See Notes to Financial Statements.


















                   (Page left blank intentionally)




                        ENTERGY GULF STATES, INC.
                        STATEMENTS OF CASH FLOWS
        For the Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)

                                                                         2002         2001
                                                                           (In Thousands)
                                                                               
                     OPERATING ACTIVITIES
Net income                                                              $157,763     $162,781
Noncash items included in net income:
  Reserve for regulatory adjustments                                       7,566      (22,880)
  Other regulatory credits - net                                         (10,796)     (19,188)
  Depreciation, amortization, and decommissioning                        156,578      148,319
  Deferred income taxes and investment tax credits                       (38,938)     (17,478)
  Allowance for equity funds used during construction                     (7,971)      (6,817)
  Gain on sale of assets                                                  (2,379)      (1,811)
Changes in working capital:
  Receivables                                                            (37,577)     (69,940)
  Fuel inventory                                                           1,687      (17,057)
  Accounts payable                                                       (12,319)    (163,428)
  Taxes accrued                                                          131,065      120,593
  Interest accrued                                                         1,675        5,776
  Deferred fuel costs                                                     43,035      118,427
  Other working capital accounts                                           3,967       15,914
Provision for estimated losses and reserves                                 (822)      (4,539)
Changes in other regulatory assets                                        10,029      (31,610)
Other                                                                     23,175       31,876
                                                                        --------     --------
Net cash flow provided by operating activities                           425,738      248,938
                                                                        --------     --------

                     INVESTING ACTIVITIES
Construction expenditures                                               (228,050)    (224,101)
Allowance for equity funds used during construction                        7,971        6,817
Nuclear fuel purchases                                                   (21,820)      (3,937)
Proceeds from sale/leaseback of nuclear fuel                              21,923        3,937
Decommissioning trust contributions and realized
    change in trust assets                                                (9,213)      (9,245)
Changes in other temporary investments - net                              44,643      (75,777)
Other regulatory investments                                             (45,262)     (22,628)
                                                                        --------     --------
Net cash flow used in investing activities                              (229,808)    (324,934)
                                                                        --------     --------

                     FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                                   -      300,000
Retirement of long-term debt                                            (148,000)    (122,750)
Redemption of preferred stock                                             (1,858)      (4,574)
Dividends paid:
  Common stock                                                           (75,200)     (78,500)
  Preferred stock                                                         (3,678)      (3,830)
                                                                        --------     --------
Net cash flow provided by (used in) financing activities                (228,736)      90,346
                                                                        --------     --------

Net increase (decrease) in cash and cash equivalents                     (32,806)      14,350

Cash and cash equivalents at beginning of period                         123,728       68,279
                                                                        --------     --------

Cash and cash equivalents at end of period                               $90,922      $82,629
                                                                        ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                                  $102,066     $117,903
  Income taxes                                                           $18,900         $920
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                         ($17,780)    ($10,172)

See Notes to Financial Statements.






                          ENTERGY GULF STATES, INC.
                               BALANCE SHEETS
                                  ASSETS
                   September 30, 2002 and December 31, 2001
                                (Unaudited)

                                                                           2002         2001
                                                                             (In Thousands)
                                                                              
                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                    $52,002      $19,503
  Temporary cash investments - at cost,
    which approximates market                                              38,920      104,225
                                                                       ----------   ----------
        Total cash and cash equivalents                                    90,922      123,728
                                                                       ----------   ----------
Other temporary investments                                                     -       44,643
Accounts receivable:
  Customer                                                                108,672       81,136
  Allowance for doubtful accounts                                          (2,131)      (2,131)
  Associated companies                                                     34,414       34,032
  Other                                                                    36,232       53,249
  Accrued unbilled revenues                                               111,420       84,744
                                                                       ----------   ----------
    Total accounts receivable                                             288,607      251,030
                                                                       ----------   ----------
Deferred fuel costs                                                       128,957      126,730
Fuel inventory - at average cost                                           52,324       54,011
Materials and supplies - at average cost                                   97,337       95,674
Prepayments and other                                                      22,285       22,373
                                                                       ----------   ----------
TOTAL                                                                     680,432      718,189
                                                                       ----------   ----------

              OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                               236,815      245,382
Non-utility property - at cost (less accumulated depreciation)            192,357      194,830
Other                                                                      17,711       15,970
                                                                       ----------   ----------
TOTAL                                                                     446,883      456,182
                                                                       ----------   ----------

                       UTILITY PLANT
Electric                                                                7,798,874    7,694,226
Property under capital lease                                               21,741       28,087
Natural gas                                                                62,168       59,100
Construction work in progress                                             303,369      221,730
Nuclear fuel under capital lease                                           48,260       67,688
                                                                       ----------   ----------
TOTAL UTILITY PLANT                                                     8,234,412    8,070,831
Less - accumulated depreciation and amortization                        3,859,398    3,750,770
                                                                       ----------   ----------
UTILITY PLANT - NET                                                     4,375,014    4,320,061
                                                                       ----------   ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                         424,164      426,623
  Unamortized loss on reacquired debt                                      31,898       34,321
  Other regulatory assets                                                 193,759      201,329
Long-term receivables                                                      24,077       26,576
Other                                                                      25,695       26,460
                                                                       ----------   ----------
TOTAL                                                                     699,593      715,309
                                                                       ----------   ----------

TOTAL ASSETS                                                           $6,201,922   $6,209,741
                                                                       ==========   ==========
See Notes to Financial Statements.





                          ENTERGY GULF STATES, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                  September 30, 2002 and December 31, 2001
                                 (Unaudited)

                                                                     2002         2001
                                                                      (In Thousands)
                                                                         
                  CURRENT LIABILITIES
Currently maturing long-term debt                                    $339,000    $147,921
Accounts payable:
  Associated companies                                                 29,356      38,728
  Other                                                               132,076     135,023
Customer deposits                                                      47,403      45,876
Taxes accrued                                                         221,669      90,604
Accumulated deferred income taxes                                      11,371      21,412
Nuclear refueling outage costs                                         11,199       2,080
Interest accrued                                                       45,089      43,414
Obligations under capital leases                                       37,707      36,668
Other                                                                  15,891      20,995
                                                                   ----------  ----------
TOTAL                                                                 890,761     582,721
                                                                   ----------  ----------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                   1,209,748   1,227,084
Accumulated deferred investment tax credits                           158,242     163,766
Obligations under capital leases                                       32,207      60,163
Decommissioning                                                       147,757     144,926
Transition to competition                                              79,098      79,098
Regulatory reserves                                                    41,157      33,591
Accumulated provisions                                                 62,989      63,811
Other                                                                  76,867      93,719
                                                                   ----------  ----------
TOTAL                                                               1,808,065   1,866,158
                                                                   ----------  ----------

Long-term debt                                                      1,620,072   1,958,897
Preferred stock with sinking fund                                      24,327      26,185
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                                   47,327      47,327
Common stock, no par value, authorized 200,000,000
  shares; issued and outstanding 100 shares in 2002 and 2001          114,055     114,055
Paid-in capital                                                     1,157,459   1,157,459
Retained earnings                                                     450,824     371,939
Accumulated other comprehensive income:                                 4,032           -
                                                                   ----------  ----------
TOTAL                                                               1,773,697   1,690,780
                                                                   ----------  ----------

Commitments and Contingencies

             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $6,201,922  $6,209,741
                                                                   ==========  ==========
See Notes to Financial Statements.





                        ENTERGY GULF STATES, INC.
       STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME
   For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)

                                                                       Three Months Ended
                                                                    2002                  2001
                                                                         (In Thousands)
                                                                                  
                   RETAINED EARNINGS
Retained Earnings - Beginning of period                     $431,295              $358,916
    Add  - Earnings applicable to common stock                63,271    $63,271     51,152    $51,152
    Deduct:
        Dividends declared on common stock                    43,800                44,500
        Capital stock and other expenses                        (58)                     -
                                                            --------              --------
              Total                                           43,742                44,500
                                                            --------              --------
Retained Earnings - End of period                           $450,824              $365,568
                                                            ========              ========
            ACCUMULATED OTHER COMPREHENSIVE
                INCOME (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes        $2,078                   $ -

Net derivative instrument fair value changes
  arising during the period                                    1,954      1,954          -          -
                                                            --------    -------   --------    -------
Balance at end of period:
  Accumulated derivative instrument fair value changes        $4,032                   $ -
                                                            ========    -------   ========    -------
Comprehensive Income                                                    $65,225               $51,152
                                                                        =======               =======

                                                                         Nine Months Ended
                                                                   2002                  2001
                                                                          (In Thousands)
                   RETAINED EARNINGS
Retained Earnings - Beginning of period                     $371,939              $285,128
    Add  - Earnings applicable to common stock               154,085   $154,085    158,999   $158,999
    Deduct:
        Dividends declared on common stock                    75,200                78,500
        Capital stock and other expenses                           -                    59
                                                            --------              --------
              Total                                           75,200                78,559
                                                            --------              --------
Retained Earnings - End of period                           $450,824              $365,568
                                                            ========              ========
            ACCUMULATED OTHER COMPREHENSIVE
                INCOME (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes           $ -                   $ -

Net derivative instrument fair value changes
  arising during the period                                    4,032      4,032          -          -
                                                            --------   --------   --------   --------
Balance at end of period:
  Accumulated derivative instrument fair value changes        $4,032                   $ -
                                                            ========   --------   ========   --------
Comprehensive Income                                                   $158,117              $158,999
                                                                       ========              ========

See Notes to Financial Statements.








                         ENTERGY GULF STATES, INC.
                        SELECTED OPERATING RESULTS
       For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)


                                           Three Months Ended       Increase/
             Description                    2002         2001      (Decrease)       %
                                               (In Millions)
                                                                      
Electric Operating Revenues:
  Residential                             $ 234.4      $ 256.8       ($22.4)      (9)
  Commercial                                146.5        159.9        (13.4)      (8)
  Industrial                                193.6        208.6        (15.0)      (7)
  Governmental                                9.1          9.6         (0.5)      (5)
                                         ----------------------------------
    Total retail                            583.6        634.9        (51.3)      (8)
  Sales for resale
     Associated companies                    11.1         40.0        (28.9)     (72)
     Non-associated companies                48.0         36.2         11.8       33
  Other                                       0.3         (2.1)         2.4      114
                                         ----------------------------------
    Total                                 $ 643.0      $ 709.0       ($66.0)      (9)
                                         ==================================
Billed Electric Energy
 Sales (GWH):
  Residential                               3,095        3,045           50        2
  Commercial                                2,260        2,238           22        1
  Industrial                                4,157        3,948          209        5
  Governmental                                127          121            6        5
                                         ----------------------------------
    Total retail                            9,639        9,352          287        3
  Sales for resale
     Associated companies                     357          557         (200)     (36)
     Non-associated companies               1,214          801          413       52
                                         ----------------------------------
    Total                                  11,210       10,710          500        5
                                         ==================================

                                            Nine Months Ended       Increase/
             Description                    2002         2001      (Decrease)       %
                                               (In Millions)
Electric Operating Revenues:
  Residential                             $ 543.3      $ 639.6       ($96.3)     (15)
  Commercial                                378.6        461.9        (83.3)     (18)
  Industrial                                519.7        774.4       (254.7)     (33)
  Governmental                               25.1         29.9         (4.8)     (16)
                                         ----------------------------------
    Total retail                          1,466.7      1,905.8       (439.1)     (23)
  Sales for resale
     Associated companies                    16.6         69.3        (52.7)     (76)
     Non-associated companies               111.5        120.8         (9.3)      (8)
  Other                                      54.9         33.5         21.4       64
                                         ----------------------------------
    Total                                $1,649.7    $ 2,129.4      ($479.7)     (23)
                                         ==================================
Billed Electric Energy
 Sales (GWH):
  Residential                               7,387        7,188          199        3
  Commercial                                5,978        5,819          159        3
  Industrial                               11,877       12,784         (907)      (7)
  Governmental                                355          342           13        4
                                         ----------------------------------
    Total retail                           25,597       26,133         (536)      (2)
  Sales for resale
     Associated companies                     486        1,005         (519)     (52)
     Non-associated companies               3,426        2,496          930       37
                                         ----------------------------------
    Total                                  29,509       29,634         (125)       -
                                         ==================================





                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the three months ended September  30,
2002  compared  with  the  three  months  ended  September  30,  2001
primarily due to the receipt of the final FERC order in July 2001  in
the  System Energy rate proceeding.  The accounting entries necessary
to  record the effects of the order reduced purchased power  expenses
by  $67.5 million in 2001, which resulted in a $41.5 million increase
in  net  income  in  2001.  The decrease was also  due  to  increased
regulatory charges, and was partially offset by increased electricity
usage in the service territory.

      Net  income  increased for the nine months ended September  30,
2002 compared with the nine months ended September 30, 2001 primarily
due  to  an  increase  in  the  price applied  to  unbilled  revenue,
increased  electricity usage in the service territory, and  decreases
in  taxes other than income taxes and interest charges.  The increase
was  partially offset by the effect of the final FERC  order  in  the
System  Energy  rate  proceeding in  2001,  and  increases  in  other
regulatory  charges,  other operation and maintenance  expenses,  and
depreciation and amortization expenses.

Revenues and Sales

      The  changes in electric operating revenues for the  three  and
nine months ended September 30, 2002 compared with 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 differences          ($6.9)             ($17.3)
Fuel cost recovery              69.0              (253.9)
Sales volume/weather            15.8                31.5
Unbilled revenue                (2.4)               75.8
Other revenue                   (0.4)                3.5
Sales for resale               (20.4)              (28.2)
                               -----             -------
   Total                       $54.7             ($188.6)
                               =====             =======

Base rate differences

      Base rate differences decreased revenues for the three and nine
months ended September 30, 2002 primarily due to decreased rates  for
special-rate industrial customers as a result of increased KWH  usage
and additional formula rate plan reductions that became effective  in
both August 2001 and August 2002.

Fuel cost recovery

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



                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


     Fuel cost recovery revenues increased for the three months ended
September  30, 2002 due to higher fuel factors resulting from  recent
increases  in  fuel and purchased power expenses.  Entergy  Louisiana
recovers fuel costs on a two-month lag.

     Fuel  cost recovery revenues decreased for the nine months ended
September 30, 2002 due to lower fuel factors resulting from decreases
in the market price of natural gas and purchased power.

Sales volume/weather

      Higher  electric sales volume increased revenues for the  three
and  nine  months ended September 30, 2002 due to increased usage  of
177  GWH and 413 GWH, respectively, in the residential and commercial
sectors, after adjusting for the weather effect, and increased  usage
of  178  GWH  and  391  GWH  for the three  and  nine  months  ended,
respectively, in the industrial sector.  The increased usage resulted
in  lower  effective  rates  for  the  industrial  sector,  which  is
reflected in base rate differences.

Unbilled revenue

      As  discussed in Note 1 to the financial statements in the Form
10-K,  unbilled revenues are estimated monthly and are  reversed  the
following  month.   Unbilled  revenue  for  the  nine  months   ended
September  30,  2002 and 2001 includes the reversal of the  estimates
for  December 2001 and December 2000, respectively.  The increase  in
unbilled  revenue  for  the  nine months  ended  September  30,  2002
compared  to the nine months ended September 30, 2001 is due  to  the
effect  on  the  unbilled calculation for the 2001 period  of  higher
unbilled  revenue in December 2000 caused by higher  fuel  rates  and
volume/weather.

Sales for resale

      Sales for resale decreased for the three and nine months  ended
September 30, 2002 primarily due to a decrease in volume to adjoining
utility systems and affiliated customers.

Expenses

Fuel and purchased power

      Fuel  and  purchased power expenses increased  for  the  three
months ended September 30, 2002 primarily due to:

     o the reduction of $67.5 million in purchased power expenses in
       September 2001 as a result of the FERC-ordered refund from System
       Energy;
     o an increase in demand; and
     o a slight increase in the market price of natural gas.

     Fuel and purchased power expenses decreased for the nine months
ended  September 30, 2002 primarily due to a decrease in the  market
prices  of natural gas and purchased power, partially offset by  the
effects  of the FERC-ordered refund from System Energy in  September
2001.


                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other operation and maintenance

     Other operation and maintenance expenses increased for the nine
months ended September 30, 2002 primarily due to:

     o an increase in maintenance expense at certain fossil plants of
       $5.9 million;
     o an increase in employee pension and benefits expense of $5.3
       million;
     o an increase in outside contract services of $1.6 million;
     o an increase in corrective maintenance of overhead lines of $1.5
       million;
     o an increase in transmission expenses of $1.4 million; and
     o lower nuclear insurance refunds of $1.3 million.

Taxes other than income taxes

      Taxes  other than income taxes decreased for the  nine  months
ended September 30, 2002 primarily due to franchise tax adjustments.
As a result of a favorable court decision, Entergy Louisiana expects
to  receive a refund for certain franchise taxes previously expensed
and paid under protest.

Depreciation and amortization

      Depreciation and amortization expenses increased for the three
and  nine months ended September 30, 2002 primarily due to revisions
made  to the useful lives of certain intangible plant assets to more
appropriately reflect their actual lives, which lowered  expense  in
2001 in accordance with regulatory treatment.

Other regulatory charges (credits) - net

      Other  regulatory  charges increased for the  three  and  nine
months  ended  September 30, 2002 primarily due to the  deferral  in
2001  of  capacity charges associated with power purchases  for  the
summers  of  2000  and 2001 and the amortization of  these  capacity
charges  in  2002.   The  amortization of the summer  2000  capacity
charges  ended  in  July  2002.  The amortization  of  the  capacity
charges  for  the summer 2001 began in August 2002  and  will  occur
through July 2003.  Refer to Note 2 to the financial statements  for
further discussion of deferred capacity charges.

Other

Other income

      Interest  income increased for the nine months ended  September
30,  2002  primarily due to the interest component  of  the  expected
franchise tax refund discussed above.

Interest and other charges

      Interest on long-term debt decreased for the nine months  ended
September 30, 2002 due to the refinancing and net redemption of First
Mortgage  Bonds  in the amounts of $18.7 million in 2001  and  $119.4
million in 2002.


                       ENTERGY LOUISIANA, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


      Other  interest decreased for the three and nine  months  ended
September 30, 2002 primarily due to:

     o interest accrued in 2001 on reserves provided for fuel-related
       refunds that were made in the summer of 2001;
     o adjustments to interest expense previously recorded on franchise
       tax accruals; and
     o interest accrued in 2001 on the deferred fuel balance.

Income taxes

      The  effective  income  tax rates for the  three  months  ended
September 30, 2002 and 2001 were 40.5% and 39.3%, respectively.   The
effective  income tax rates for the nine months ended  September  30,
2002 and 2001 were 39.0% and 40.1%, respectively.






                         ENTERGY LOUISIANA, INC.
                            INCOME STATEMENTS
    For the Three and Nine Months Ended September 30, 2002 and 2001
                               (Unaudited)

                                                         Three Months Ended       Nine Months Ended
                                                          2002       2001        2002           2001
                                                          (In Thousands)            (In Thousands)
                                                                                  
                 OPERATING REVENUES
Domestic electric                                       $528,052   $473,342    $1,381,404     $1,570,040
                                                        --------   --------    ----------     ----------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                            125,878     93,989       274,568        518,458
   Purchased power                                       138,548     69,841       340,210        337,831
   Nuclear refueling outage expenses                       2,745      3,050         8,757          9,574
   Other operation and maintenance                        77,651     76,131       237,309        217,214
Decommissioning                                            2,606      2,606         7,817          7,818
Taxes other than income taxes                             20,650     20,314        44,629         57,031
Depreciation and amortization                             46,268     44,016       137,410        129,460
Other regulatory charges (credits) - net                   4,869    (29,133)       11,499        (28,053)
                                                        --------   --------    ----------     ----------
TOTAL                                                    419,215    280,814     1,062,199      1,249,333
                                                        --------   --------    ----------     ----------

OPERATING INCOME                                         108,837    192,528       319,205        320,707
                                                        --------   --------    ----------     ----------

                    OTHER INCOME
Allowance for equity funds used during construction        1,327      1,301         3,760          3,462
Gain on sale of assets                                         -          -             -            152
Interest and dividend income                                 308      1,277         7,126          5,411
Miscellaneous - net                                         (491)      (613)       (2,111)        (2,067)
                                                        --------   --------    ----------     ----------
TOTAL                                                      1,144      1,965         8,775          6,958
                                                        --------   --------    ----------     ----------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                24,948     24,176        70,203         73,366
Other interest - net                                         338      2,368         1,017          9,455
Distributions on preferred securities of subsidiary        1,575      1,575         4,725          4,725
Allowance for borrowed funds used during construction       (967)      (987)       (2,834)        (2,619)
                                                        --------   --------    ----------     ----------
TOTAL                                                     25,894     27,132        73,111         84,927
                                                        --------   --------    ----------     ----------

INCOME BEFORE INCOME TAXES                                84,087    167,361       254,869        242,738

Income taxes                                              34,024     65,846        99,466         97,329
                                                        --------   --------    ----------     ----------

NET INCOME                                                50,063    101,515       155,403        145,409

Preferred dividend requirements and other                  1,678      1,061         5,035          5,818
                                                        --------   --------    ----------     ----------

EARNINGS APPLICAPLE TO
COMMON STOCK                                             $48,385   $100,454      $150,368       $139,591
                                                        ========   ========    ==========     ==========
See Notes to Financial Statements.







                        ENTERGY LOUISIANA, INC.
                       STATEMENTS OF CASH FLOWS
       For the Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)

                                                                2002        2001
                                                                 (In Thousands)
                                                                     
                OPERATING ACTIVITIES
Net income                                                     $155,403    $145,409
Noncash items included in net income:
  Reserve for regulatory adjustments                                  -     (11,456)
  Other regulatory charges (credits) - net                       11,499     (28,053)
  Depreciation, amortization, and decommissioning               145,227     137,278
  Deferred income taxes and investment tax credits               36,097     (55,380)
  Allowance for equity funds used during construction            (3,760)     (3,462)
  Gain on sale of assets                                              -        (152)
Changes in working capital:
  Receivables                                                   (74,583)    (21,389)
  Accounts payable                                              148,727     (97,696)
  Taxes accrued                                                 100,529     180,533
  Interest accrued                                               (6,175)     (8,139)
  Deferred fuel costs                                           (88,819)    127,247
  Other working capital accounts                                (20,319)    (68,284)
Provision for estimated losses and reserves                       1,203       1,499
Changes in other regulatory assets                               12,078     (31,841)
Other                                                           (22,061)     46,173
                                                               --------    --------
Net cash flow provided by operating activities                  395,046     312,287
                                                               --------    --------

                INVESTING ACTIVITIES
Construction expenditures                                      (142,060)   (146,418)
Allowance for equity funds used during construction               3,760       3,462
Nuclear fuel purchases                                          (50,473)          -
Proceeds from sale/leaseback of nuclear fuel                     50,473           -
Decommissioning trust contributions and realized
    change in trust assets                                      (12,545)    (12,638)
Changes in other temporary investments - net                      6,152      (9,214)
                                                               --------    --------
Net cash flow used in investing activities                     (144,693)   (164,808)
                                                               --------    --------

                FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                    144,679           -
Retirement of long-term debt                                   (285,358)    (35,088)
Redemption of preferred stock                                         -     (35,000)
Changes in short-term borrowings                                 15,000           -
Dividends paid:
  Common stock                                                 (129,300)    (85,500)
  Preferred stock                                                (5,035)     (7,369)
                                                               --------    --------
Net cash flow used in financing activities                     (260,014)   (162,957)
                                                               --------    --------

Net decrease in cash and cash equivalents                        (9,661)    (15,478)

Cash and cash equivalents at beginning of period                 42,408      43,959
                                                               --------    --------

Cash and cash equivalents at end of period                      $32,747     $28,481
                                                               ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                          $78,238     $91,077
  Income taxes                                                  ($9,983)       $550
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                 ($9,270)    ($4,792)

See Notes to Financial Statements.








                         ENTERGY LOUISIANA, INC.
                             BALANCE SHEETS
                                 ASSETS
                  September 30, 2002 and December 31, 2001
                              (Unaudited)

                                                                      2002        2001
                                                                       (In Thousands)
                                                                         
                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                $32,747     $28,768
  Temporary cash investments - at cost,
    which approximates market                                               -      13,640
                                                                   ----------  ----------
        Total cash and cash equivalents                                32,747      42,408
                                                                   ----------  ----------
Other temporary investments                                                 -       6,152
Accounts receivable:
  Customer                                                            106,234      48,640
  Allowance for doubtful accounts                                      (1,771)     (1,771)
  Associated companies                                                 15,251       9,090
  Other                                                                11,693      47,965
  Accrued unbilled revenues                                           118,300      71,200
                                                                   ----------  ----------
    Total accounts receivable                                         249,707     175,124
                                                                   ----------  ----------
Deferred fuel costs                                                    21,326           -
Accumulated deferred income taxes                                           -      42,566
Materials and supplies - at average cost                               75,888      77,523
Deferred nuclear refueling outage costs                                12,379       4,096
Prepayments and other                                                  19,190       9,008
                                                                   ----------  ----------
TOTAL                                                                 411,237     356,877
                                                                   ----------  ----------

             OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                   14,230      14,230
Decommissioning trust funds                                           122,938     119,663
Non-utility property - at cost (less accumulated depreciation)         21,534      21,671
                                                                   ----------  ----------
TOTAL                                                                 158,702     155,564
                                                                   ----------  ----------

                      UTILITY PLANT
Electric                                                            5,535,866   5,456,093
Property under capital lease                                          239,395     239,395
Construction work in progress                                         147,843     110,792
Nuclear fuel under capital lease                                       59,415      70,316
                                                                   ----------  ----------
TOTAL UTILITY PLANT                                                 5,982,519   5,876,596
Less - accumulated depreciation and amortization                    2,647,095   2,538,964
                                                                   ----------  ----------
UTILITY PLANT - NET                                                 3,335,424   3,337,632
                                                                   ----------  ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     169,367     179,368
  Unamortized loss on reacquired debt                                  26,323      28,341
  Other regulatory assets                                              71,677      73,754
Long-term receivables                                                   1,511       1,515
Other                                                                  19,315      16,650
                                                                   ----------  ----------
TOTAL                                                                 288,193     299,628
                                                                   ----------  ----------

TOTAL ASSETS                                                       $4,193,556  $4,149,701
                                                                   ==========  ==========
See Notes to Financial Statements.






                         ENTERGY LOUISIANA, INC.
                              BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDERS' EQUITY
                September 30, 2002 and December 31, 2001
                               (Unaudited)

                                                                     2002        2001
                                                                      (In Thousands)
                                                                         
                  CURRENT LIABILITIES
Currently maturing long-term debt                                   $198,475     $185,627
Notes payable                                                         15,000            -
Accounts payable:
  Associated companies                                               213,475       73,208
  Other                                                              101,920       93,460
Customer deposits                                                     62,942       61,359
Taxes accrued                                                        120,939       20,410
Accumulated deferred income taxes                                      1,691            -
Interest accrued                                                      28,349       34,524
Deferred fuel costs                                                        -       67,493
Obligations under capital leases                                      34,171       34,171
Other                                                                  9,047       14,119
                                                                  ----------   ----------
TOTAL                                                                786,009      584,371
                                                                  ----------   ----------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                    768,240      776,610
Accumulated deferred investment tax credits                          107,890      111,942
Obligations under capital leases                                      25,243       36,144
Accumulated provisions                                                69,725       68,522
Other                                                                 71,771       82,780
                                                                  ----------   ----------
TOTAL                                                              1,042,869    1,075,998
                                                                  ----------   ----------

Long-term debt                                                       943,297    1,091,329
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 2002
  and 2001                                                         1,088,900    1,088,900
Capital stock expense and other                                       (1,718)      (1,718)
Retained earnings                                                    161,389      140,321
Accumulated other comprehensive income                                 2,310            -
                                                                  ----------   ----------
TOTAL                                                              1,351,381    1,328,003
                                                                  ----------   ----------

Commitments and Contingencies

             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,193,556   $4,149,701
                                                                  ==========   ==========
See Notes to Financial Statements.





                          ENTERGY LOUISIANA, INC.
       STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME
   For the Three and Nine Months Ended September 30, 2002 and 2001
                               (Unaudited)

                                                                           Three Months Ended
                                                                       2002                    2001
                                                                             (In Thousands)
                                                                                       
                    RETAINED EARNINGS
Retained Earnings - Beginning of period                        $193,655                $176,156
    Add  - Earnings applicable to common stock                   48,385     $48,385     100,454    $100,454
    Deduct:
        Dividends declared on common stock                       80,700                  72,200
        Capital stock and other expenses                            (49)                      -
                                                               --------                --------
              Total                                              80,651                  72,200
                                                               --------                --------
Retained Earnings - End of period                              $161,389                $204,410
                                                               ========                ========
             ACCUMULATED OTHER COMPREHENSIVE
                 INCOME (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes              $ -                     $ -

Net derivative instrument fair value changes
  arising during the period                                       2,310       2,310           -           -
                                                               --------     -------    --------    --------
Balance at end of period:
  Accumulated derivative instrument fair value changes           $2,310                     $ -
                                                               ========     -------    ========    --------
Comprehensive Income                                                        $50,695                $100,454
                                                                            =======                ========

                                                                             Nine Months Ended
                                                                       2002                    2001
                                                                              (In Thousands)
                    RETAINED EARNINGS
Retained Earnings - Beginning of period                        $140,321                $150,319
    Add  - Earnings applicable to common stock                  150,368    $150,368     139,591    $139,591

    Deduct - Dividends declared on common stock                 129,300                  85,500
                                                               --------                --------
Retained Earnings - End of period                              $161,389                $204,410
                                                               ========                ========
             ACCUMULATED OTHER COMPREHENSIVE
                 INCOME (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes              $ -                     $ -

Net derivative instrument fair value changes
  arising during the period                                       2,310       2,310           -           -
                                                               --------    --------    --------    --------
Balance at end of period:
  Accumulated derivative instrument fair value changes           $2,310                     $ -
                                                               ========    --------    ========    --------
Comprehensive Income                                                       $152,678                $139,591
                                                                           ========                ========

See Notes to Financial Statements.







                        ENTERGY LOUISIANA, INC.
                      SELECTED OPERATING RESULTS
     For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)


                                        Three Months Ended    Increase/
            Description                 2002         2001    (Decrease)      %
                                           (In Millions)
                                                                
Electric Operating Revenues:
  Residential                         $ 220.9     $ 192.8       $ 28.1       15
  Commercial                            119.7       106.0         13.7       13
  Industrial                            179.7       149.7         30.0       20
  Governmental                            9.6         8.7          0.9       10
                                     ---------------------------------
    Total retail                        529.9       457.2         72.7       16
  Sales for resale
     Associated companies                (7.2)        9.2        (16.4)    (179)
     Non-associated companies             3.8         7.8         (4.0)     (51)
  Other                                   1.6        (0.8)         2.4      300
                                     ---------------------------------
    Total                             $ 528.1     $ 473.4       $ 54.7       12
                                     =================================
Billed Electric Energy
 Sales (GWH):
  Residential                           2,868       2,749          119        4
  Commercial                            1,622       1,572           50        3
  Industrial                            3,853       3,675          178        5
  Governmental                            130         132           (2)      (2)
                                     ---------------------------------
    Total retail                        8,473       8,128          345        4
  Sales for resale
     Associated companies                (125)        108         (233)    (216)
     Non-associated companies              16         114          (98)     (86)
                                     ---------------------------------
    Total                               8,364       8,350           14        -
                                     =================================

                                        Nine Months Ended      Increase/
            Description                 2002         2001     (Decrease)     %
                                          (In Millions)
Electric Operating Revenues:
  Residential                         $ 490.9     $ 541.1       ($50.2)      (9)
  Commercial                            301.1       342.0        (40.9)     (12)
  Industrial                            469.4       613.1       (143.7)     (23)
  Governmental                           26.4        31.5         (5.1)     (16)
                                     ---------------------------------
    Total retail                      1,287.8     1,527.7       (239.9)     (16)
  Sales for resale
     Associated companies                 1.9        20.6        (18.7)     (91)
     Non-associated companies            10.5        20.0         (9.5)     (48)
  Other                                  81.2         1.7         79.5    4,676
                                     ---------------------------------
    Total                            $1,381.4   $ 1,570.0      ($188.6)     (12)
                                     =================================
Billed Electric Energy
 Sales (GWH):
  Residential                           6,810       6,532          278        4
  Commercial                            4,195       4,080          115        3
  Industrial                           11,223      10,832          391        4
  Governmental                            380         380            -        -
                                     ---------------------------------
    Total retail                       22,608      21,824          784        4
  Sales for resale
     Associated companies                  29         269         (240)     (89)
     Non-associated companies             108         289         (181)     (63)
                                     ---------------------------------
    Total                              22,745      22,382          363        2
                                     =================================





                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September  30,
2002  compared to the three months ended September 30, 2001 primarily
due   to  increased  electricity  usage  in  the  service  territory,
increased  other  revenue, decreased other operation and  maintenance
expenses,  and  decreased  interest  expense,  partially  offset   by
decreased interest income.

      Net  income  increased for the nine months ended September  30,
2002  compared to the nine months ended September 30, 2001  primarily
due to an increase in the sales volume of unbilled revenue, increased
other   revenue,   formula  rate  plan  increases,  increased   other
regulatory credits, and decreased interest expense.  The increase was
partially   offset  by  increased  other  operation  and  maintenance
expenses,  increased  depreciation  and  amortization  expenses,  and
decreased interest income.

Revenues and Sales

      The  changes in electric operating revenues for the  three  and
nine months ended September 30, 2002 compared with 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 differences         ($1.2)               $2.5
Grand Gulf rate rider          (5.4)              (16.9)
Fuel cost recovery            (35.7)              (59.7)
Sales volume/weather            3.9                 2.2
Unbilled revenue                1.7                 5.1
Other revenue                   2.6                 8.4
Sales for resale               (3.7)              (56.2)
                             ------             -------
   Total                     ($37.8)            ($114.6)
                             ======             =======

Base rate differences

      Base  rate  differences increased revenues for the nine  months
ended September 30, 2002 primarily due to formula rate plan increases
that  became  effective in May 2001 and May 2002.  The  increase  was
partially  offset  by the effect of block rates  on  residential  and
commercial customers as a result of increased KWH usage.

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, 2002 as a result of a  lower  rate  that
became effective in October 2001.



                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Fuel cost recovery

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

      Fuel  cost recovery revenues decreased for the three  and  nine
months  ended September 30, 2002 primarily due to lower fuel  factors
resulting  from the decrease in the market price of purchased  power.
The  decrease for the nine months ended was also due to the  decrease
in the market price of natural gas.

Sales volume/weather

      Higher  electric sales volume increased revenues for the  three
months ended September 30, 2002 due to increased usage of 136 GWH  in
the  residential  and  commercial sectors, after  adjusting  for  the
weather effect.

Unbilled revenue

      As  discussed in Note 1 to the financial statements in the Form
10-K,  unbilled  revenues  are estimated  monthly  and  reversed  the
following  month.   Unbilled  revenue  for  the  nine  months   ended
September  30,  2002 and 2001 includes the reversal of the  estimates
for  December 2001 and December 2000, respectively.  The increase  in
unbilled  revenue  for  the  nine months  ended  September  30,  2002
compared  to the nine months ended September 30, 2001 is due  to  the
effect  on  the  unbilled calculation for the 2001 period  of  higher
unbilled revenue in December 2000 caused by volume/weather.

Other revenue

      Other  revenue  increased for the three and nine  months  ended
September 30, 2002 primarily due to Entergy Mississippi beginning  in
October 2001 to charge late fees to its customers.

Sales for resale

      Sales  for resale decreased for the nine months ended September
30,  2002  primarily due to a decrease in sales volume to  affiliated
customers, coupled with a decrease in the average price of energy.

Expenses

Fuel and purchased power

     Fuel and purchased power expenses decreased for the three months
ended September 30, 2002 primarily due to:

     o a decrease in the average market price of purchased power;
     o a decrease in demand; and
     o a smaller over-recovery of fuel costs.


                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


      Fuel and purchased power expenses decreased for the nine months
ended September 30, 2002 primarily due to:

     o the  displacement of oil generation by lower  priced  gas
       generation.  Oil generation was used in 2001 due to significant
       increases in the market price of natural gas;
     o a decrease in demand; and
     o a decrease in the average market price of purchased power.

The  decrease was partially offset by a larger over-recovery of  fuel
costs,  including the effect of increased recoveries approved by  the
MPSC in 2000 to recover previous under-recoveries.

Other operation and maintenance

     Other operation and maintenance expenses decreased for the three
months  ended  September 30, 2002 primarily  due  to  a  decrease  in
property damage expense of $2.1 million.

      Other operation and maintenance expenses increased for the nine
months ended September 30, 2002 primarily due to:

     o an increase of $4.8 million in plant maintenance expense due to
       an unscheduled outage at a fossil plant in 2002;
     o an increase in outside contract services of $1.1 million;
     o an increase in employee pension and benefits expense of $1.7
       million;
     o an insurance reimbursement of $1.4 million received in 2001 in
       connection with a turbine generator failure; and
     o an increase in injuries and damages expense of $1.3 million.

The   increase  in  other  operation  and  maintenance  expenses  was
partially  offset by a decrease in property damage  expense  of  $5.6
million.

Depreciation and amortization

      Depreciation and amortization expenses increased for  the  nine
months  ended September 30, 2002 primarily due to revisions  made  to
the   useful  lives  of  certain  intangible  plant  assets  to  more
appropriately reflect their actual  lives, which lowered  expense  in
2001 in accordance with regulatory treatment.

Other regulatory charges (credits) - net

      Other  regulatory charges decreased for the three months  ended
September 30, 2002 primarily due to a smaller over-recovery of  Grand
Gulf  1-related  costs in 2002 compared to the same period  in  2001.
The  decrease  was partially offset by the settlement of  the  System
Energy  rate  proceeding in 2001 that ceased the  deferral  of  costs
associated  with purchases from System Energy.  See  Note  2  to  the
financial  statements in the Form 10K for further discussion  of  the
System Energy rate proceeding and FERC order.

      Other  regulatory credits increased for the nine  months  ended
September 30, 2002 primarily due to an under-recovery of Grand Gulf 1-
related  costs in 2002 versus an over-recovery in 2001.  The increase
was  substantially offset by the settlement of the System Energy rate
proceeding in 2001 that ceased the deferral of costs associated  with
purchases from System Energy.



                      ENTERGY MISSISSIPPI, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Other

Other income

      Interest  income decreased for the three and nine months  ended
September 30, 2002 primarily due to interest recorded in 2001 on  the
deferred  System  Energy  costs  that  Entergy  Mississippi  was  not
recovering through rates.  The deferral of these costs ceased in  the
third quarter of 2001 as a result of the final FERC order.

Interest and other charges

      Interest on long-term debt decreased for the three months ended
September 30, 2002 primarily due to the retirement of $65 million  of
6.875% Series First Mortgage Bonds in June 2002.

     Interest  and other charges decreased for the nine months  ended
September 30, 2002 primarily due to lower interest expense due to the
retirement  of $65 million of 6.875% Series First Mortgage  Bonds  in
June 2002.

Income taxes

      The  effective  income  tax rates for the  three  months  ended
September 30, 2002 and 2001 were 37.9% and 36.7%, respectively.   The
effective  income tax rates for the nine months ended  September  30,
2002 and 2001 were 36.9% and 35.3%, respectively.




                        ENTERGY MISSISSIPPI, INC.
                           INCOME STATEMENTS
    For the Three and Nine Months Ended September 30, 2002 and 2001
                               (Unaudited)

                                                         Three Months Ended    Nine Months Ended
                                                          2002       2001      2002         2001
                                                           (In Thousands)         (In Thousands)
                                                                              
                 OPERATING REVENUES
Domestic electric                                       $316,745   $354,518   $770,178    $884,824
                                                        --------   --------   --------    --------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                            127,647    145,168    271,345     350,720
   Purchased power                                        72,699    104,352    222,181     282,190
   Other operation and maintenance                        36,900     40,230    118,564     112,951
Taxes other than income taxes                             13,430     12,962     36,937      36,027
Depreciation and amortization                             14,101     12,751     41,352      36,966
Other regulatory charges (credits) - net                   1,517      4,753    (16,832)    (14,502)
                                                        --------   --------   --------    --------
TOTAL                                                    266,294    320,216    673,547     804,352
                                                        --------   --------   --------    --------

OPERATING INCOME                                          50,451     34,302     96,631      80,472
                                                        --------   --------   --------    --------

                    OTHER INCOME
Allowance for equity funds used during construction          899        784      3,044       1,799
Interest and dividend income                                 777      7,264      3,004      16,516
Miscellaneous - net                                         (363)      (639)    (1,466)     (1,744)
                                                        --------   --------   --------    --------
TOTAL                                                      1,313      7,409      4,582      16,571
                                                        --------   --------   --------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                 9,545     11,745     30,757      35,048
Other interest - net                                         859      1,039      2,215       3,351
Allowance for borrowed funds used during construction       (828)      (685)    (2,748)     (1,548)
                                                        --------   --------   --------    --------
TOTAL                                                      9,576     12,099     30,224      36,851
                                                        --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                42,188     29,612     70,989      60,192

Income taxes                                              15,975     10,864     26,195      21,236
                                                        --------   --------   --------    --------

NET INCOME                                                26,213     18,748     44,794      38,956

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

EARNINGS APPLICABLE TO
COMMON STOCK                                             $25,371    $18,193    $42,267     $36,716
                                                        ========   ========   ========    ========
See Notes to Financial Statements.






                         ENTERGY MISSISSIPPI, INC.
                        STATEMENTS OF CASH FLOWS
         For the Nine Months Ended September 30, 2002 and 2001
                                (Unaudited)

                                                                2002         2001
                                                                   (In Thousands)
                                                                      
                 OPERATING ACTIVITIES
Net income                                                      $44,794      $38,956
Noncash items included in net income:
  Other regulatory credits - net                                (16,832)     (14,502)
  Depreciation and amortization                                  41,352       36,966
  Deferred income taxes and investment tax credits              (25,149)     (66,707)
  Allowance for equity funds used during construction            (3,044)      (1,799)
Changes in working capital:
  Receivables                                                   (31,595)    (201,114)
  Fuel inventory                                                   (261)      (2,042)
  Accounts payable                                               13,488      (14,127)
  Taxes accrued                                                  43,330       81,226
  Interest accrued                                               (1,351)       3,370
  Deferred fuel costs                                            63,091       23,844
  Other working capital accounts                                 (8,446)      16,765
Provision for estimated losses and reserves                         924       (4,100)
Changes in other regulatory assets                               (3,492)     135,154
Other                                                            20,487       31,239
                                                               --------     --------
Net cash flow provided by operating activities                  137,296       63,129
                                                               --------     --------

                 INVESTING ACTIVITIES
Construction expenditures                                      (110,707)    (106,273)
Allowance for equity funds used during construction               3,044        1,799
Changes in other temporary investments - net                     18,566            -
                                                               --------     --------
Net cash flow used in investing activities                      (89,097)    (104,474)
                                                               --------     --------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                          -       69,620
Retirement of long-term debt                                    (65,000)           -
Dividends paid:
  Common stock                                                  (19,300)     (17,300)
  Preferred stock                                                (2,527)      (2,527)
                                                               --------     --------
Net cash flow provided by (used in) financing activities        (86,827)      49,793
                                                               --------     --------

Net increase (decrease) in cash and cash equivalents            (38,628)       8,448

Cash and cash equivalents at beginning of period                 54,048        5,113
                                                               --------     --------

Cash and cash equivalents at end of period                      $15,420      $13,561
                                                               ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                          $32,344      $33,114

See Notes to Financial Statements.







                          ENTERGY MISSISSIPPI, INC.
                               BALANCE SHEETS
                                   ASSETS
                  September 30, 2002 and December 31, 2001
                                 (Unaudited)

                                                                           2002          2001
                                                                            (In Thousands)
                                                                              
                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                   $15,420       $12,883
  Temporary cash investments - at cost,
    which approximates market                                                  -        41,165
                                                                      ----------    ----------
        Total cash and cash equivalents                                   15,420        54,048
                                                                      ----------    ----------
Other temporary investments                                                    -        18,566
Accounts receivable:
  Customer                                                                72,905        50,370
  Allowance for doubtful accounts                                         (1,044)       (1,044)
  Associated companies                                                    17,272        14,201
  Other                                                                    5,281         2,892
  Accrued unbilled revenues                                               33,900        30,300
                                                                      ----------    ----------
    Total accounts receivable                                            128,314        96,719
                                                                      ----------    ----------
Deferred fuel costs                                                       43,067       106,158
Accumulated deferred income taxes                                          5,696             -
Fuel inventory - at average cost                                           5,085         4,824
Materials and supplies - at average cost                                  18,742        16,896
Prepayments and other                                                      3,160         8,521
                                                                      ----------    ----------
TOTAL                                                                    219,484       305,732
                                                                      ----------    ----------

              OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                       5,531         5,531
Non-utility property - at cost (less accumulated depreciation)             6,626         6,723
                                                                      ----------    ----------
TOTAL                                                                     12,157        12,254
                                                                      ----------    ----------

                      UTILITY PLANT
Electric                                                               2,031,545     1,939,182
Property under capital lease                                                 184           211
Construction work in progress                                            114,698       110,450
                                                                      ----------    ----------
TOTAL UTILITY PLANT                                                    2,146,427     2,049,843
Less - accumulated depreciation and amortization                         768,413       741,892
                                                                      ----------    ----------
UTILITY PLANT - NET                                                    1,378,014     1,307,951
                                                                      ----------    ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                         23,688        22,387
  Unamortized loss on reacquired debt                                     13,044        13,925
  Other regulatory assets                                                 15,694        13,503
Other                                                                      5,991         7,274
                                                                      ----------    ----------
TOTAL                                                                     58,417        57,089
                                                                      ----------    ----------

TOTAL ASSETS                                                          $1,668,072    $1,683,026
                                                                      ==========    ==========
See Notes to Financial Statements.






                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                  September 30, 2002 and December 31, 2001
                               (Unaudited)

                                                                    2002          2001
                                                                       (In Thousands)
                                                                          
                 CURRENT LIABILITIES
Currently maturing long-term debt                                   $190,000       $65,000
Accounts payable:
  Associated companies                                                53,534        45,554
  Other                                                               32,891        27,383
Customer deposits                                                     32,309        29,421
Taxes accrued                                                         74,814        31,484
Accumulated deferred income taxes                                          -        19,277
Interest accrued                                                      16,316        17,667
Obligations under capital leases                                          38            36
System Energy refund                                                       -        14,836
Other                                                                  1,951         1,964
                                                                  ----------    ----------
TOTAL                                                                401,853       252,622
                                                                  ----------    ----------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                    270,779       266,498
Accumulated deferred investment tax credits                           16,850        17,908
Obligations under capital leases                                         146           175
Accumulated provisions                                                 8,551         7,627
Other                                                                 36,150        37,678
                                                                  ----------    ----------
TOTAL                                                                332,476       329,886
                                                                  ----------    ----------

Long-term debt                                                       400,020       589,762

                 SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                  50,381        50,381
  Common stock, no par value, authorized 15,000,000
  shares; issued and outstanding 8,666,357 shares in 2002
  and 2001                                                           199,326       199,326
Capital stock expense and other                                          (59)          (59)
Retained earnings                                                    284,075       261,108
                                                                  ----------    ----------
TOTAL                                                                533,723       510,756
                                                                  ----------    ----------

Commitments and Contingencies

            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $1,668,072    $1,683,026
                                                                  ==========    ==========
See Notes to Financial Statements.




                        ENTERGY MISSISSIPPI, INC.
                        SELECTED OPERATING RESULTS
    For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)


                                      Three Months Ended    Increase/
           Description                2002         2001    (Decrease)      %
                                       (In Millions)
Electric Operating Revenues:
  Residential                       $ 133.7     $ 147.6      ($13.9)      (9)
  Commercial                           94.4       106.5       (12.1)     (11)
  Industrial                           44.7        55.8       (11.1)     (20)
  Governmental                          7.8         9.1        (1.3)     (14)
                                    -------------------------------
    Total retail                      280.6       319.0       (38.4)     (12)
  Sales for resale
     Associated companies              25.9        26.9        (1.0)      (4)
     Non-associated companies           5.1         7.8        (2.7)     (35)
  Other                                 5.1         0.8         4.3      538
                                    -------------------------------
    Total                           $ 316.7     $ 354.5      ($37.8)     (11)
                                    ===============================

Billed Electric Energy
 Sales (GWH):
  Residential                         1,748       1,655          93        6
  Commercial                          1,358       1,300          58        4
  Industrial                            774         794         (20)      (3)
  Governmental                          106         106           -        -
                                    -------------------------------
    Total retail                      3,986       3,855         131        3
  Sales for resale
     Associated companies               483         423          60       14
     Non-associated companies            66         117         (51)     (44)
                                    -------------------------------
    Total                             4,535       4,395         140        3
                                    ===============================


                                      Nine Months Ended     Increase/
           Description                2002         2001    (Decrease)      %
                                        (In Millions)
Electric Operating Revenues:
  Residential                       $ 292.3     $ 317.6      ($25.3)      (8)
  Commercial                          234.6       255.0       (20.4)      (8)
  Industrial                          122.3       146.3       (24.0)     (16)
  Governmental                         21.5        23.7        (2.2)      (9)
                                    -------------------------------
    Total retail                      670.7       742.6       (71.9)     (10)
  Sales for resale
     Associated companies              58.2       109.6       (51.4)     (47)
     Non-associated companies          12.6        17.4        (4.8)     (28)
  Other                                28.7        15.2        13.5       89
                                    -------------------------------
    Total                           $ 770.2     $ 884.8     ($114.6)     (13)
                                    ===============================

Billed Electric Energy
 Sales (GWH):
  Residential                         3,960       3,907          53        1
  Commercial                          3,368       3,299          69        2
  Industrial                          2,151       2,279        (128)      (6)
  Governmental                          285         289          (4)      (1)
                                    -------------------------------
    Total retail                      9,764       9,774         (10)       -
  Sales for resale
     Associated companies             1,091       1,755        (664)     (38)
     Non-associated companies           163         225         (62)     (28)
                                    -------------------------------
    Total                            11,018      11,754        (736)      (6)
                                    ===============================




                      ENTERGY NEW ORLEANS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income increased for the three months ended September  30,
2002  primarily due to an increase in the price applied  to  unbilled
revenue,  increased  electricity  usage  in  the  service  territory,
decreased  other  operation and maintenance expenses,  and  decreased
other  regulatory  charges,  slightly offset  by  decreased  interest
income.

      Net  income  increased for the nine months ended September  30,
2002  primarily  due to increased electricity usage  in  the  service
territory  and an increase in the price applied to unbilled  revenue.
The  increase  was  partially offset by accruals for  potential  rate
actions and refunds, decreased interest income, and decreased net gas
revenue.

Revenues and Sales

Electric operating revenues

     The  changes  in electric operating revenues for the  three  and
nine months ended September 30, 2002 compared with 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 differences          ($1.1)                 ($4.6)
Fuel cost recovery             (17.6)                 (93.1)
Sales volume/weather             2.8                    6.5
Unbilled revenue                 4.6                    3.5
Other revenue                    0.3                   (5.8)
Sales for resale                 0.9                   (7.2)
                              ------                -------
   Total                      ($10.1)               ($100.7)
                              ======                =======

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  recorded as deferred fuel costs on Entergy New Orleans' financial
statements  such  that these costs generally have no  net  effect  on
earnings.

      Fuel  cost recovery revenues decreased for the three  and  nine
months  ended September 30, 2002 primarily due to lower fuel  factors
resulting  from  decreases in the market prices of  natural  gas  and
purchased power.

Sales volume/weather

      Higher  electric sales volume increased revenues for the  three
and  nine  months ended September 30, 2002 primarily due to increased
usage  of  63  GWH and 136 GWH, respectively, in the residential  and
commercial sectors after adjusting for the weather effect.



                      ENTERGY NEW ORLEANS, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Unbilled revenue

      As  discussed in Note 1 to the financial statements in the Form
10-K,  unbilled revenues are estimated monthly and are  reversed  the
following  month.   Unbilled  revenue  for  the  three  months  ended
September  30,  2002 and 2001 includes the reversal of the  estimates
for  June  2002  and June 2001, respectively.  The increase  for  the
three  months  ended September 30, 2002 compared to the three  months
ended September 30, 2001 is due to more favorable volume in September
2002  and the effect on the unbilled calculation for the 2001  period
of higher unbilled revenue in June 2001 caused by higher fuel rates.

     Unbilled  revenue for the nine months ended September  30,  2002
and 2001 includes the reversal of the estimates for December 2001 and
December  2000, respectively.  The increase in unbilled  revenue  for
the  nine months ended September 30, 2002 compared to the nine months
ended September 30, 2001 is due to more favorable volume in September
2002  and the effect on the unbilled calculation for the 2001  period
of  higher  unbilled revenue in December 2000 caused by  higher  fuel
rates.

Other revenue

     Other revenue decreased for the nine months ended September 30,
2002  primarily  due  to  accruals for potential  rate  actions  and
refunds.

Sales for resale

      Sales  for resale decreased for the nine months ended September
30,  2002 primarily due to a decrease in the average price of  resale
energy  coupled with a decrease in net generation resulting  in  less
energy available for resale.

Gas operating revenues

     Gas  operating  revenues decreased for  the  nine  months  ended
September  30,  2002 primarily due to the decreased market  price  of
natural gas coupled with decreased sales volume.

Expenses

Fuel and purchased power

     Fuel and purchased power expenses decreased for the three months
ended  September 30, 2002 primarily due to the decreased market price
of  purchased  power, partially offset by a slight  increase  in  the
price of natural gas.

     Fuel and purchased power expenses decreased for the nine months
ended  September  30,  2002 primarily due to  the  decreased  market
prices of natural gas and purchased power.



                      ENTERGY NEW ORLEANS, 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, 2002 primarily due to decreases in:

     o plant maintenance expense of $1.7 million;
     o maintenance overhead line expense of $0.9 million  due  to
       decreased vegetation work; and
     o uncollectible accounts expense for miscellaneous  accounts
       receivable of $1.0 million.

The   decreases  were  partially  offset  by  an  increase  in   rate
proceedings costs of $1.0 million.

Taxes other than income taxes

      Taxes  other  than income taxes decreased for the  nine  months
ended  September  30,  2002 primarily due  to  a  decrease  in  local
franchise taxes as a result of lower retail revenue.

Other regulatory charges - net

      Other  regulatory charges decreased for the three months  ended
September 30, 2002 primarily due to the completion of the Grand  Gulf
1 Rate Deferral Plan in September 2001.

Other

Other income

      Other  income  decreased for the three and  nine  months  ended
September  30, 2002 primarily due to interest recorded in  the  first
half of 2001 on deferred System Energy costs that Entergy New Orleans
was not recovering through rates.  The deferral of these costs ceased
in  the third quarter of 2001 as a result of a final FERC order.  See
Note  2  to  the  financial statements in the Form 10-K  for  further
discussion of the System Energy rate proceeding and FERC order.

Interest and other charges

      Other  interest  expense increased for the  nine  months  ended
September  30, 2002 primarily due to interest recorded for  potential
rate actions and refunds.

Income taxes

      The  effective  income  tax rate for  the  three  months  ended
September  30,  2002  was 41.0%.  There was no  meaningful  effective
income  tax rate for the three months ended September 30, 2001  as  a
result  of  the  net  loss  generated,  while  book  and  tax  timing
differences caused income tax expense for the period.  The  effective
income tax rate for the nine months ended September 30, 2002 and 2001
were 45.1% and 46.5%, respectively.





                        ENTERGY NEW ORLEANS, INC.
                        STATEMENTS OF OPERATIONS
    For the Three and Nine Months Ended September 30, 2002 and 2001
                               (Unaudited)

                                                           Three Months Ended     Nine Months Ended
                                                             2002       2001      2002         2001
                                                             (In Thousands)        (In Thousands)
                                                                                
                  OPERATING REVENUES
Domestic electric                                         $144,373   $154,462   $322,061    $422,751
Natural gas                                                 13,044     12,675     59,725     108,710
                                                          --------   --------   --------    --------
TOTAL                                                      157,417    167,137    381,786     531,461
                                                          --------   --------   --------    --------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               61,002     46,139    111,470     206,826
   Purchased power                                          37,811     74,067    118,632     181,393
   Other operation and maintenance                          22,224     24,575     67,336      67,151
Taxes other than income taxes                               11,902     12,424     30,329      37,418
Depreciation and amortization                                7,088      6,372     20,822      18,879
Other regulatory charges (credits) - net                    (1,893)       907      2,438       3,550
                                                          --------   --------   --------    --------
TOTAL                                                      138,134    164,484    351,027     515,217
                                                          --------   --------   --------    --------

OPERATING INCOME                                            19,283      2,653     30,759      16,244
                                                          --------   --------   --------    --------

                     OTHER INCOME
Allowance for equity funds used during construction            529        535      1,421       1,386
Interest and dividend income                                    58      1,875        421       4,036
Miscellaneous - net                                           (195)      (314)    (1,031)     (1,461)
                                                          --------   --------   --------    --------
TOTAL                                                          392      2,096        811       3,961
                                                          --------   --------   --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                   4,469      4,661     13,405      13,229
Other interest - net                                           (26)       734      3,974       1,545
Allowance for borrowed funds used during construction         (539)      (473)    (1,406)     (1,179)
                                                          --------   --------   --------    --------
TOTAL                                                        3,904      4,922     15,973      13,595
                                                          --------   --------   --------    --------

INCOME (LOSS) BEFORE INCOME TAXES                           15,771       (173)    15,597       6,610

Income taxes                                                 6,464        135      7,031       3,073
                                                          --------   --------   --------    --------

NET INCOME (LOSS)                                            9,307       (308)     8,566       3,537

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

EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                                                $9,066      ($549)    $7,842      $2,813
                                                          ========   ========   ========    ========
See Notes to Financial Statements.






                       ENTERGY NEW ORLEANS, INC.
                       STATEMENTS OF CASH FLOWS
         For the Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)

                                                                       2002           2001
                                                                          (In Thousands)
                                                                              
                   OPERATING ACTIVITIES
Net income                                                             $8,566        $3,537
Noncash items included in net income:
  Other regulatory charges - net                                        2,438         3,550
  Depreciation and amortization                                        20,822        18,879
  Deferred income taxes and investment tax credits                     (2,295)      (43,474)
  Allowance for equity funds used during construction                  (1,421)       (1,386)
Changes in working capital:
  Receivables                                                          (5,998)      (90,495)
  Fuel inventory                                                         (265)        1,148
  Accounts payable                                                       (585)      (21,707)
  Taxes accrued                                                             -        44,901
  Interest accrued                                                     (4,004)       (3,145)
  Deferred fuel costs                                                   1,854        30,616
  Other working capital accounts                                      (24,275)       37,000
Provision for estimated losses and reserves                            (1,268)       (2,234)
Changes in other regulatory assets                                         12        33,334
Other                                                                   4,488         6,630
                                                                      -------       -------
Net cash flow provided by (used in) operating activities               (1,931)       17,154
                                                                      -------       -------

                   INVESTING ACTIVITIES
Construction expenditures                                             (42,863)      (44,286)
Allowance for equity funds used during construction                     1,421         1,386
Changes in other temporary investments - net                           14,859          (100)
                                                                      -------       -------
Net cash flow used in investing activities                            (26,583)      (43,000)
                                                                      -------       -------

                   FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                                -        29,763
Dividends paid:
  Common stock                                                           (700)         (800)
  Preferred stock                                                        (724)         (724)
                                                                      -------       -------
Net cash flow provided by (used in) financing activities               (1,424)       28,239
                                                                      -------       -------

Net increase (decrease) in cash and cash equivalents                  (29,938)        2,393

Cash and cash equivalents at beginning of period                       38,184         6,302
                                                                      -------       -------

Cash and cash equivalents at end of period                             $8,246        $8,695
                                                                      =======       =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                                $20,987       $17,536

See Notes to Financial Statements.






                          ENTERGY NEW ORLEANS, INC.
                              BALANCE SHEETS
                                  ASSETS
                  September 30, 2002 and December 31, 2001
                                (Unaudited)

                                                                   2002        2001
                                                                    (In Thousands)
                                                                       
                  CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                            $8,246       $5,237
  Temporary cash investments - at cost,
    which approximates market                                          -       32,947
                                                                --------     --------
        Total cash and cash equivalents                            8,246       38,184
                                                                --------     --------
Other temporary investments                                            -       14,859
Accounts receivable:
  Customer                                                        42,147       33,827
  Allowance for doubtful accounts                                 (2,234)      (2,234)
  Associated companies                                               480       10,527
  Other                                                            5,698        4,511
  Accrued unbilled revenues                                       26,565       20,027
                                                                --------     --------
    Total accounts receivable                                     72,656       66,658
                                                                --------     --------
Accumulated deferred income taxes                                  5,736        4,882
Fuel inventory - at average cost                                   3,346        3,081
Materials and supplies - at average cost                           7,816        8,273
Prepayments and other                                             25,964       26,239
                                                                --------     --------
TOTAL                                                            123,764      162,176
                                                                --------     --------

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

                   UTILITY PLANT
Electric                                                         619,200      597,575
Natural gas                                                      147,628      142,741
Construction work in progress                                     52,579       43,166
                                                                --------     --------
TOTAL UTILITY PLANT                                              819,407      783,482
Less - accumulated depreciation and amortization                 408,991      396,535
                                                                --------     --------
UTILITY PLANT - NET                                              410,416      386,947
                                                                --------     --------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Unamortized loss on reacquired debt                                602          761
  Other regulatory assets                                         10,831       10,843
Other                                                              1,944        2,051
                                                                --------     --------
TOTAL                                                             13,377       13,655
                                                                --------     --------

TOTAL ASSETS                                                    $550,816     $566,037
                                                                ========     ========
See Notes to Financial Statements.





                          ENTERGY NEW ORLEANS, INC.
                              BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                  September 30, 2002 and December 31, 2001
                               (Unaudited)

                                                                          2002        2001
                                                                            (In Thousands)
                                                                              
                    CURRENT LIABILITIES
Currently maturing long-term debt                                        $25,000         $ -
Accounts payable:
  Associated companies                                                    14,762      18,199
  Other                                                                   26,492      23,640
Customer deposits                                                         19,226      18,931
Interest accrued                                                           3,028       7,032
Deferred fuel costs                                                       12,050      10,196
System Energy Refund                                                           -      33,614
Other                                                                     10,111       1,799
                                                                        --------    --------
TOTAL                                                                    110,669     113,411
                                                                        --------    --------

           DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                         18,094      25,326
Accumulated deferred investment tax credits                                5,006       5,361
SFAS 109 regulatory liability - net                                       27,745      19,868
Accumulated provisions                                                     4,534       5,802
Other                                                                     22,415      16,735
                                                                        --------    --------
TOTAL                                                                     77,794      73,092
                                                                        --------    --------

Long-term debt                                                           204,165     229,097

                    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
    2002 and 2001                                                         33,744      33,744
Paid-in capital                                                           36,294      36,294
Retained earnings                                                         67,762      60,619
Accumulated other comprehensive income                                       608           -
                                                                        --------    --------
TOTAL                                                                    158,188     150,437
                                                                        --------    --------

Commitments and Contingencies

                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $550,816    $566,037
                                                                        ========    ========
See Notes to Financial Statements.






                         ENTERGY NEW ORLEANS, INC.
     STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME (LOSS)
     For the Three and Nine Months Ended September 30, 2002 and 2001
                               (Unaudited)

                                                                            Three Months Ended
                                                                        2002                    2001
                                                                              (In Thousands)
                                                                                         
                    RETAINED EARNINGS
Retained Earnings - Beginning of period                         $59,396                 $67,940
    Add  - Earnings (Loss) applicable to common stock             9,066      $9,066        (549)      ($549)
    Deduct:
        Dividends declared on common stock                          700                     800
        Capital stock and other expenses                              -                      (1)
                                                                -------                 -------
              Total                                                 700                     799
                                                                -------                 -------
Retained Earnings - End of period                               $67,762                 $66,592
                                                                =======                 =======
             ACCUMULATED OTHER COMPREHENSIVE
              INCOME (LOSS) (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes              $ -                     $ -

Net derivative instrument fair value changes
  arising during the period                                         608         608           -           -
                                                                -------      ------     -------      ------
Balance at end of period:
  Accumulated derivative instrument fair value changes             $608                     $ -
                                                                =======      ------     =======      ------
Comprehensive Income (Loss)                                                  $9,674                   ($549)
                                                                             ======                  ======

                                                                            Nine Months Ended
                                                                        2002                    2001
                                                                              (In Thousands)
                    RETAINED EARNINGS
Retained Earnings - Beginning of period                         $60,619                 $64,579
    Add  - Earnings applicable to common stock                    7,842      $7,842       2,813      $2,813
    Deduct:
        Dividends declared on common stock                          700                     800
        Capital stock and other expenses                             (1)                      -
                                                                -------                 -------
              Total                                                 699                     800
                                                                -------                 -------
Retained Earnings - End of period                               $67,762                 $66,592
                                                                =======                 =======
             ACCUMULATED OTHER COMPREHENSIVE
                 INCOME (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes              $ -                     $ -

Net derivative instrument fair value changes
  arising during the period                                         608         608           -           -
                                                                -------      ------     -------      ------
Balance at end of period:
  Accumulated derivative instrument fair value changes             $608                     $ -
                                                                =======      ------     =======      ------
Comprehensive Income                                                         $8,450                  $2,813
                                                                             ======                  ======

See Notes to Financial Statements.








                        ENTERGY NEW ORLEANS, INC.
                       SELECTED OPERATING RESULTS
    For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)


                                         Three Months Ended     Increase/
            Description                  2002         2001     (Decrease)      %
                                             (In Millions)
                                                                 
Electric Operating Revenues:
  Residential                           $ 65.3       $ 70.2       ($4.9)      (7)
  Commercial                              47.5         53.8        (6.3)     (12)
  Industrial                               7.7          8.9        (1.2)     (13)
  Governmental                            20.0         23.5        (3.5)     (15)
                                       --------------------------------
    Total retail                         140.5        156.4       (15.9)     (10)
  Sales for resale
     Associated companies                  2.0          0.7         1.3      186
     Non-associated companies              0.9          1.3        (0.4)     (31)
                                       --------------------------------
  Other                                    1.0         (3.9)        4.9      126
    Total                              $ 144.4      $ 154.5      ($10.1)      (7)
                                       ================================
Billed Electric Energy
 Sales (GWH):
  Residential                              762          721          41        6
  Commercial                               651          633          18        3
  Industrial                               118          117           1        1
  Governmental                             298          293           5        2
                                       --------------------------------
    Total retail                         1,829        1,764          65        4
  Sales for resale
     Associated companies                   46            9          37      411
     Non-associated companies                7           21         (14)     (67)
                                       --------------------------------
    Total                                1,882        1,794          88        5
                                       ================================

                                         Nine Months Ended      Increase/
            Description                  2002         2001     (Decrease)     %
                                            (In Millions)
Electric Operating Revenues:
  Residential                          $ 129.5      $ 157.0      ($27.5)     (18)
  Commercial                             113.0        150.7       (37.7)     (25)
  Industrial                              17.6         25.7        (8.1)     (32)
  Governmental                            47.4         65.3       (17.9)     (27)
                                       --------------------------------
    Total retail                         307.5        398.7       (91.2)     (23)
  Sales for resale
     Associated companies                  3.2          9.3        (6.1)     (66)
     Non-associated companies              1.9          3.0        (1.1)     (37)
  Other                                    9.5         11.8        (2.3)     (19)
                                       --------------------------------
    Total                              $ 322.1      $ 422.8     ($100.7)     (24)
                                       ================================
Billed Electric Energy
 Sales (GWH):
  Residential                            1,669        1,576          93        6
  Commercial                             1,710        1,665          45        3
  Industrial                               303          313         (10)      (3)
  Governmental                             788          768          20        3
                                       --------------------------------
    Total retail                         4,470        4,322         148        3
  Sales for resale
     Associated companies                   77           99         (22)     (22)
     Non-associated companies               27           48         (21)     (44)
                                       --------------------------------
    Total                                4,574        4,469         105        2
                                       ================================



                    SYSTEM ENERGY RESOURCES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Net Income

      Net  income  decreased  for the three  and  nine  months  ended
September  30,  2002 compared with the three and  nine  months  ended
September 30, 2001 primarily due to the effects in 2001 of the  final
resolution of System Energy's 1995 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 increased for the three and nine months ended
September 30, 2002 primarily due to the absence of the provision  for
rate  refund  in 2002 due to the final resolution of System  Energy's
1995  rate  proceeding in 2001.  For the nine months ended  September
30,  2002,  the  increase  was partially  offset  by  a  decrease  in
operating  revenues as a result of the suspension of  the  GGART  for
Entergy  Arkansas  in  July  2001.  The  net  income  impact  of  the
suspended tariff is substantially offset in other regulatory charges.
See  further discussion of the System Energy rate proceeding and  the
GGART in Note 2 to the financial statements in the Form 10-K.

Expenses

Nuclear refueling outage expenses

      Nuclear refueling outage expenses decreased for the nine months
ended  September 30, 2002 due to lower monthly amortization of outage
expenses  resulting from lower expenses incurred during the April/May
2001  refueling  and  maintenance outage  compared  to  the  previous
outage.

Other operation and maintenance

     Other operation and maintenance expenses increased for the three
months ended September 30, 2002 primarily due to:

     o an increase in payroll accruals of $1.2 million;
     o an increase in expense of $0.8 million to reflect the current
       estimate of the liability for the future disposal of low-level
       radioactive waste materials; and
     o an increase in employee pension and benefits expense of $0.7
       million.

     Other operation and maintenance expenses increased for the  nine
months ended September 30, 2002 primarily due to:

     o lower nuclear insurance refunds of $1.7 million;
     o an increase in outside services employed of $1.5 million;
     o an increase in payroll accruals of $1.3 million; and
     o an increase in employee pension and benefits expense of $1.3
       million.




                    SYSTEM ENERGY RESOURCES, INC.

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                        RESULTS OF OPERATIONS


Decommissioning

      Decommissioning  expenses increased for  the  three  and  nine
months ended September 30, 2002 primarily due to the effects in 2001
of the final FERC order addressing System Energy's rate proceeding.

Depreciation and amortization

      Depreciation and amortization expenses increased for the three
and  nine  months  ended September 30, 2002  primarily  due  to  the
effects  in 2001 of the final FERC order addressing System  Energy's
rate proceeding.

Other regulatory charges - net

      Other  regulatory charges decreased for the nine  months  ended
September  30, 2002 primarily due to the suspension of the GGART  for
Entergy Arkansas in July 2001.

Other

Other income

      Interest  income decreased for the three and nine months  ended
September   30,  2002  due  to  interest  recognized   in   2001   on
decommissioning funds resulting from the final FERC order  addressing
System  Energy's rate proceeding combined with a decrease in interest
earned on System Energy's investments in the money pool due to  lower
advances  to  the money pool in 2002 compared to the same  period  in
2001.

Interest and other charges

      Interest on long-term debt increased for the three months ended
September  30, 2002 primarily due to an increase in interest  expense
related to the sale-leaseback of Grand Gulf 1.

      Interest on long-term debt decreased for the nine months  ended
September 30, 2002 primarily due to the retirement of $135 million of
long-term  debt  in August 2001, partially offset by an  increase  in
interest expense related to the sale-leaseback of Grand Gulf 1.

      Other  interest expense decreased for the three and nine months
ended  September 30, 2002 due to interest recorded in 2001 on  System
Energy's  reserve for rate refund.  The refund was made  in  December
2001.

Income taxes

      The  effective  income  tax rates for the  three  months  ended
September  30,  2002 and 2001 were 43.0% and 0%,  respectively.   The
effective  income tax rates for the nine months ended  September  30,
2002  and 2001 were 42.2% and 30.6%, respectively.  The increases  in
the  effective tax rates in 2002 were due to the effects of the final
resolution  of  System  Energy's 1995 rate  proceeding  on  the  2001
effective tax rates.





                      SYSTEM ENERGY RESOURCES, INC.
                           INCOME STATEMENTS
     For the Three and Nine Months Ended September 30, 2002 and 2001
                              (Unaudited)

                                                          Three Months Ended     Nine Months Ended
                                                           2002       2001      2002         2001
                                                           (In Thousands)         (In Thousands)
                                                                               
                 OPERATING REVENUES
Domestic electric                                        $156,930    $66,276   $442,152    $370,343
                                                         --------    -------   --------    --------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               7,839      9,092     26,805      26,985
   Nuclear refueling outage expenses                        2,617      2,627      7,855      10,648
   Other operation and maintenance                         27,253     23,927     69,508      61,735
Decommissioning                                             4,013    (26,738)    12,041     (17,266)
Taxes other than income taxes                               7,082      6,177     20,659      19,345
Depreciation and amortization                              29,502    (44,435)    81,544      12,273
Other regulatory charges - net                             13,610     11,720     39,664      50,842
                                                         --------    -------   --------    --------
TOTAL                                                      91,916    (17,630)   258,076     164,562
                                                         --------    -------   --------    --------

OPERATING INCOME                                           65,014     83,906    184,076     205,781
                                                         --------    -------   --------    --------

                    OTHER INCOME
Allowance for equity funds used during construction           741        544      1,991       1,298
Interest and dividend income                                  889     13,612      1,978      23,455
Miscellaneous - net                                           (45)       (17)      (435)        (65)
                                                         --------    -------   --------    --------
TOTAL                                                       1,585     14,139      3,534      24,688
                                                         --------    -------   --------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                 21,223     16,032     51,874      53,799
Other interest - net                                          662     44,728      2,165      62,364
Allowance for borrowed funds used during construction        (261)      (251)      (740)       (612)
                                                         --------    -------   --------    --------
TOTAL                                                      21,624     60,509     53,299     115,551
                                                         --------    -------   --------    --------

INCOME BEFORE INCOME TAXES                                 44,975     37,536    134,311     114,918

Income taxes                                               19,335       (257)    56,694      35,125
                                                         --------    -------   --------    --------

NET INCOME                                                $25,640    $37,793    $77,617     $79,793
                                                         ========    =======   ========    ========
See Notes to Financial Statements.






                        SYSTEM ENERGY RESOURCES, INC.
                          STATEMENTS OF CASH FLOWS
          For the Nine Months Ended September 30, 2002 and 2001
                                (Unaudited)

                                                              2002         2001
                                                                (In Thousands)
                                                                    
                OPERATING ACTIVITIES
Net income                                                    $77,617      $79,793
Noncash items included in net income:
  Reserve for regulatory adjustments                                -     (322,368)
  Other regulatory charges - net                               39,664       50,842
  Depreciation, amortization, and decommissioning              93,585       (4,993)
  Deferred income taxes and investment tax credits            (30,746)     115,981
  Allowance for equity funds used during construction          (1,991)      (1,298)
Changes in working capital:
  Receivables                                                 (89,802)      10,421
  Accounts payable                                             20,718      516,329
  Taxes accrued                                                82,240      (68,530)
  Interest accrued                                            (20,640)     (15,704)
  Other working capital accounts                                4,645      (30,088)
Provision for estimated losses and reserves                       (55)        (665)
Changes in other regulatory assets                             28,961       10,929
Other                                                          (9,856)     (18,502)
                                                             --------     --------
Net cash flow provided by operating activities                194,340      322,147
                                                             --------     --------

                INVESTING ACTIVITIES
Construction expenditures                                     (31,262)     (29,840)
Allowance for equity funds used during construction             1,991        1,298
Nuclear fuel purchases                                        (27,590)     (37,639)
Proceeds from sale/leaseback of nuclear fuel                   27,590       37,639
Decommissioning trust contributions and realized
    change in trust assets                                     (7,867)     (14,639)
Changes in other temporary investments - net                   22,354     (153,157)
                                                             --------     --------
Net cash flow used in investing activities                    (14,784)    (196,338)
                                                             --------     --------

                FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                   69,505            -
Retirement of long-term debt                                 (100,891)    (151,800)
Dividends paid:
  Common stock                                                (75,000)     (65,800)
                                                             --------     --------
Net cash flow used in financing activities                   (106,386)    (217,600)
                                                             --------     --------

Net increase (decrease) in cash and cash equivalents           73,170      (91,791)

Cash and cash equivalents at beginning of period               49,579      202,218
                                                             --------     --------

Cash and cash equivalents at end of period                   $122,749     $110,427
                                                             ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                        $71,626     $128,588
  Income taxes                                                      -       $3,463
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                              ($13,808)     ($6,667)

See Notes to Financial Statements.





                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                                   ASSETS
                   September 30, 2002 and December 31, 2001
                                 (Unaudited)

                                                                2002        2001
                                                                 (In Thousands)
                                                                   
                  CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                              $57         $15
  Temporary cash investments - at cost,
    which approximates market                                   122,692      49,564
                                                             ----------  ----------
        Total cash and cash equivalents                         122,749      49,579
                                                             ----------  ----------
Other temporary investments                                           -      22,354
Accounts receivable:
  Associated companies                                          145,077      70,755
  Other                                                          16,673       1,193
                                                             ----------  ----------
    Total accounts receivable                                   161,750      71,948
                                                             ----------  ----------
Materials and supplies - at average cost                         50,273      51,665
Deferred nuclear refueling outage costs                           4,491       8,728
Prepayments and other                                             2,706       1,631
                                                             ----------  ----------
TOTAL                                                           341,969     205,905
                                                             ----------  ----------

          OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                     132,605     138,546
                                                             ----------  ----------

                  UTILITY PLANT
Electric                                                      3,116,424   3,098,446
Property under capital lease                                    450,014     450,014
Construction work in progress                                    45,969      36,868
Nuclear fuel under capital lease                                 86,005      61,905
                                                             ----------  ----------
TOTAL UTILITY PLANT                                           3,698,412   3,647,233
Less - accumulated depreciation and amortization              1,491,260   1,416,337
                                                             ----------  ----------
UTILITY PLANT - NET                                           2,207,152   2,230,896
                                                             ----------  ----------

         DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                               148,950     173,470
  Unamortized loss on reacquired debt                            45,809      48,381
  Other regulatory assets                                       153,508     157,949
Other                                                             8,778       8,894
                                                             ----------  ----------
TOTAL                                                           357,045     388,694
                                                             ----------  ----------

TOTAL ASSETS                                                 $3,038,771  $2,964,041
                                                             ==========  ==========
See Notes to Financial Statements.





                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDER'S EQUITY
                   September 30, 2002 and December 31, 2001
                                 (Unaudited)

                                                                    2002        2001
                                                                     (In Thousands)
                                                                       
                  CURRENT LIABILITIES
Currently maturing long-term debt                                   $11,375    $100,891
Accounts payable:
  Associated companies                                                6,731       2,404
  Other                                                              30,707      14,316
Taxes accrued                                                       194,762     112,522
Accumulated deferred income taxes                                       729       2,360
Interest accrued                                                     26,455      47,095
Obligations under capital leases                                     26,503      26,503
Other                                                                 1,674       1,583
                                                                 ----------  ----------
TOTAL                                                               298,936     307,674
                                                                 ----------  ----------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                   459,706     498,404
Accumulated deferred investment tax credits                          83,433      86,040
Obligations under capital leases                                     59,502      35,401
Other regulatory liabilities                                        172,203     135,878
Decommissioning                                                     147,970     140,103
Accumulated provisions                                                  650         705
Other                                                                34,429      39,117
                                                                 ----------  ----------
TOTAL                                                               957,893     935,648
                                                                 ----------  ----------

Long-term debt                                                      888,644     830,038

                 SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000 shares;
 issued and outstanding 789,350 shares in 2002 and 2001             789,350     789,350
Retained earnings                                                   103,948     101,331
                                                                 ----------  ----------
TOTAL                                                               893,298     890,681
                                                                 ----------  ----------

Commitments and Contingencies

             TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY          $3,038,771  $2,964,041
                                                                 ==========  ==========
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), which is updated by the
following  paragraph, long-term debt and preferred stock  maturities,
and cash sinking fund requirements.

ANO  1  Steam  Generator and Reactor Vessel Closure Head  Replacement
(Entergy Corporation and Entergy Arkansas)

      See "ANO Matters" in Part I of the Form 10-K for discussion  of
the  ANO 1 steam generator and reactor vessel closure head.  On  July
25,   2002,  the  Board  authorized  Entergy  Arkansas  and   Entergy
Operations  to  replace the ANO 1 steam generator and reactor  vessel
closure  head.   Entergy  management  estimates  the  cost   of   the
fabrication  and  replacement to be approximately  $235  million,  of
which  approximately  $135  million will be  incurred  through  2004.
Management  expects  a  contractor  for  the  installation   of   the
replacement  steam generator and reactor vessel closure  head  to  be
selected  by  December 2002.  Management expects that the replacement
will  occur  during  a  planned refueling outage  in  2005.   Entergy
Arkansas  plans to file in January 2003 a request for  a  declaratory
order  by the APSC that the investment in the replacement is  in  the
public interest analogous to the order received in 1998 prior to  the
replacement  of the steam generator for ANO 2.  Receipt of  an  order
relating  to the replacement at ANO 1 would support the inclusion  of
these costs in a future general rate case; however, management cannot
predict the outcome of either the request for a declaratory order  or
a general rate proceeding.

     During  a  planned refueling outage that began October 4,  2002,
visual  inspection of the reactor vessel head at ANO 1  revealed  one
nozzle leak.  Further ultrasonic testing showed the presence of seven
additional  minor  indications that could  potentially  develop  into
leaks.   Entergy  Arkansas will make a total of eight repairs  during
this  outage, extending the outage from the original schedule  of  30
days to approximately 40 days.  Entergy Arkansas has notified the NRC
of  the inspection findings and reported to the NRC the intended plan
to  use certain industry-standard procedures for these repairs.   The
NRC has agreed with the plans.  Entergy Arkansas currently expects to
incur  approximately  $8  to $10 million of  costs  for  repairs  and
management is analyzing the methods available for recovery  of  these
costs.   The extended outage will also result in the need to  acquire
replacement  power, which will be obtained either from other  Entergy
System operating companies or from the wholesale energy market.   The
purchased  power  costs will be included in Entergy  Arkansas'  April
2003 update of its Energy Cost Recovery Rider.

Sales Warranties and Indemnities  (Entergy Corporation)

      See  Note  9 to the financial statements in the Form  10-K  for
information on certain warranties made by Entergy or its subsidiaries
in  the  Entergy London and CitiPower sales transactions.   Regarding
the  Entergy London sale, Inland Revenue (the United Kingdom's taxing
authority)  has  notified Entergy that no tax liability  exists  with
respect to the sale.  Therefore, the notice of claim Entergy received
from  the  Entergy  London  purchaser has no  basis.   Regarding  the
CitiPower  sale,  in  November 2002 the Australian  taxing  authority
assessed  CitiPower  for  taxes  for the  years  1997  through  1999.
Management  believes  it  has adequately provided  for  the  ultimate
resolution  of this matter.  See Note 14 to the financial  statements
in  the  Form  10-K  for information on certain  warranties  made  by
Entergy or its subsidiaries in the Saltend sale transaction.

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  Entergy's nuclear power plants.  Regarding  nuclear
insurance, the Price-Anderson Act expired on August 1, 2002, and  the
U.S. Congress is currently considering a number of proposals for  its
renewal.   Entergy's current nuclear operating licenses will  not  be
affected  by the expiration, because operating licenses issued  prior
to August 2002 are not affected by the expiration.

      In  July  2002, Entergy's domestic non-utility nuclear business
purchased the Vermont Yankee nuclear power plant from Vermont  Yankee
Nuclear  Power  Corporation (VYNPC).  Entergy's domestic  non-utility
nuclear business has accepted assignment of the Vermont Yankee  spent
fuel  disposal contract with the DOE previously held by VYNPC.  VYNPC
has  paid  or retained liability for the DOE fees for all  generation
prior  to  the  purchase  date  of Vermont  Yankee.   Vermont  Yankee
currently   has   sufficient  spent  fuel  storage   capacity   until
approximately 2007.

     As part of the Vermont Yankee purchase, VYNPC transferred a $310
million  decommissioning  trust fund, along  with  the  liability  to
decommission  Vermont  Yankee,  to  Entergy's  domestic   non-utility
nuclear   business.    Entergy   believes   that   Vermont   Yankee's
decommissioning  trust  fund  will  be  adequate  to   cover   future
decommissioning  costs for the plant without any additional  deposits
to the trust.

Environmental Issues

(Entergy Arkansas)

      In  previous years, Entergy Arkansas has received notices  from
the  EPA  and  the  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, 2002,
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, 2002, a  remaining
recorded liability of approximately $13.6 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,  2002
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 of New Orleans 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 termination of the 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.

Off   Balance   Sheet   Turbine   Financing   Arrangement    (Entergy
Corporation)

      As  discussed in Note 9 to the financial statements in the Form
10-K,  EWO obtained contracts in October 1999 to acquire 36  turbines
from  General Electric.  Entergy's rights and obligations  under  the
contracts for 22 of the turbines were sold to an independent special-
purpose  entity  in May 2001.  Entergy reacquired from  the  special-
purpose  entity the rights to the turbines in April  2002.   For  the
nine  months  ended  September 30, 2002, Entergy  recorded  a  $180.2
million  ($117.1 million net of tax) provision for Entergy's estimate
of  the  impairments  resulting from  cancellation  or  sale  of  the
turbines  subject  to  purchase commitments with the  special-purpose
entity.   The Consolidated Statements of Income reflects the  pre-tax
effect of this liability in operation and maintenance expenses.

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

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

Asbestos  and  Hazardous Material Litigation  (Entergy  Gulf  States,
Entergy Louisiana, and Entergy New Orleans)

     Numerous lawsuits have been filed in federal and state courts in
Texas  and  Louisiana primarily by contractor employees in the  1950-
1980  timeframe  against Entergy Gulf States, Entergy Louisiana,  and
Entergy  New Orleans, as premises owners of power plants, for damages
caused  by  alleged exposure to asbestos or other hazardous material.
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   reasonably   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 and the Continued Application of SFAS
71

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

Texas

(Entergy Corporation and Entergy Gulf States)

      Retail  open access legislation is in place in Texas,  but  the
implementation of retail open access in Entergy Gulf States'  service
territory  has been delayed.  Management does not expect that  retail
open  access  in Entergy Gulf States' Texas service territory  within
the  context  of  a functional FERC-approved RTO is likely  to  begin
before  the first quarter of 2004.  Several proceedings necessary  to
implement  retail  open  access  are  still  pending,  including  the
proceeding to set the price-to-beat fuel rate that will be charged by
Entergy's  retail  electric provider.  In September  2002,  the  PUCT
granted a motion extending by several months certain filing deadlines
established  in  the  December 2001 settlement delaying  retail  open
access.   In  addition, the LPSC has not approved for  the  Louisiana
jurisdictional operations the transfer of generation assets to, or  a
power  purchase  agreement with, Entergy's Texas generation  company.
Given  the  delay  in implementing retail open access,  Entergy  Gulf
States  cannot predict what, if any, additional changes to previously
approved  plans may be required by the PUCT or the LPSC.   Therefore,
neither  the necessary regulatory actions nor the opportunity  for  a
reasonable  determination of the effect of deregulation has  occurred
that  are  prerequisites for Entergy Gulf States to  discontinue  the
application  of  regulatory  accounting  principles  to   its   Texas
generation operations.

Retail Rate Proceedings

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

March 2002 Settlement Agreement

     As  discussed in the Form 10-K, in March 2002, Entergy Arkansas,
the  APSC  staff,  and  the  Arkansas Attorney  General  submitted  a
settlement  agreement  to  the  APSC for  approval.   The  settlement
agreement proposed a resolution of issues discussed in the Form  10-K
under  "Retail Rates," "Transition Cost Account," and "December  2000
Ice  Storm Cost Recovery."  In May 2002, the APSC approved the  March
2002 settlement agreement without revision.

Transition Cost Account

     In May 2002, Entergy Arkansas filed its 2001 earnings evaluation
report with the APSC.  In June 2002, the APSC approved a contribution
of  $5.9  million  to  the TCA.  The balance in the  TCA  after  this
contribution  was  $155.5 million, including interest,  through  June
2002.   A  principal provision in the March 2002 settlement agreement
was to offset $137.4 million of ice storm recovery costs with the TCA
on  a  rate class basis.  In accordance with the settlement agreement
and  following the APSC's approval of Entergy Arkansas' 2001 earnings
review, Entergy Arkansas filed to return $18.1 million of the TCA  to
certain large general service class customers that paid more into the
TCA  than their allocation of storm costs.  In August 2002, the  APSC
approved  the  return of funds to the large general service  customer
class in the form of refund checks.

December 2000 Ice Storm Cost Recovery

     The  March 2002 settlement agreement provisions allowed  Entergy
Arkansas  to  offset incremental ice storm expenses  with  the  funds
accumulated in the TCA on a rate class basis, and any excess  of  ice
storm  costs  over the amount available in the TCA would be  deferred
for   recovery.   The  allocated  ice  storm  expenses  exceeded  the
available  TCA  funds  by  $15.8 million.   This  excess  amount  was
recorded  as  a regulatory asset in June 2002 and is being  amortized
over a 30-year period.

Fuel Cost Recovery

     In  March 2002, Entergy Arkansas filed its annually redetermined
energy  cost  rate  with the APSC, including a new energy  allocation
factor.   The  filing reflected a decrease due to  reduced  fuel  and
purchased  power  costs in 2001 and the accumulated over-recovery  of
2001 energy costs.  The decreased energy cost rate is effective April
2002  through March 2003.  In September 2002, Entergy Arkansas  filed
and  the  APSC approved an interim revision to the energy  cost  rate
effective  October  2002 through March 2003.  Entergy  Arkansas  will
reduce the energy cost rate to offset the current and projected over-
recovery  of  fuel and purchased power costs for 2002.   The  revised
energy  cost rate will be effective October 2002 through March  2003,
when  the  annual energy cost rate redetermination will be filed  for
the period from April 2003 through March 2004.

Filings with the PUCT and Texas Cities  (Entergy Corporation and
Entergy Gulf States)

Rate Proceedings

     As discussed in the Form 10-K, in June 1999, the PUCT approved a
settlement  agreement  that  Entergy  Gulf  States  entered  into  in
February  1999.   This  settlement agreement  resolved  Entergy  Gulf
States'  1996  and  1998 rate proceedings and  all  of  the  settling
parties'  pending appeals in other matters, except for the appeal  in
the  River Bend abeyed cost recovery proceeding discussed below.  The
Office  of  Public Utility Counsel, an intervenor in the  proceeding,
appealed  certain  aspects of this settlement to  the  Travis  County
District Court in Texas.  In August 2002, this appeal was dismissed.

Recovery of River Bend Costs

      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.
In June 1999, subsequent to the settlement agreement discussed in the
Form  10-K,  Entergy Gulf States removed the reserve for  River  Bend
plant  costs  held  in abeyance and reduced the value  of  the  plant
asset.   The  settlement agreement limits potential recovery  of  the
remaining  plant asset to $115 million as of January  1,  2002,  less
depreciation  after that date.  In a settlement in its transition  to
competition   proceedings,  and  consistent  with   the   June   1999
settlement,  Entergy Gulf States agreed not to prosecute  its  appeal
until January 1, 2002.  Entergy Gulf States also agreed that it  will
not  seek  recovery of the abeyed plant costs through any  additional
charge  to  Texas  ratepayers. In its interim  order  approving  this
settlement,  however, the PUCT recognized that any  additional  River
Bend investment found prudent, subject to the $115 million cap, could
be used as an offset against stranded benefits, should legislation be
passed  requiring Entergy Gulf States to return stranded benefits  to
retail customers.

      In April 2002, the Travis County District Court issued an order
affirming  the  PUCT's order on remand disallowing  recovery  of  the
abeyed plant costs.  Entergy Gulf States has appealed this ruling  to
the  Third District Court of Appeals.  Oral argument is scheduled for
November  2002.   The financial statement impact of the  retail  rate
settlement  agreement  on  the  remaining  abeyed  plant  costs  will
ultimately   depend  on  several  factors,  including  the   possible
discontinuance  of  SFAS  71  accounting  treatment  for  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.   While  Entergy Gulf States expects to  prevail  in  its
lawsuit, no assurance can be given that additional reserves or write-
offs will not be required in the future.

PUCT Fuel Cost Review

     As determined in the June 1999 retail rate settlement agreement,
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
until  the  date  retail open access commences are  subject  to  fuel
reconciliation  proceedings before the PUCT.  The interim  surcharges
discussed  below  will  also be subject to  the  fuel  reconciliation
proceeding.

     In January 2001, Entergy Gulf States filed a fuel reconciliation
case  covering  the  period  from March  1999  through  August  2000.
Entergy  Gulf States is reconciling approximately $583.0  million  of
fuel and purchased power costs.  As part of this filing, Entergy Gulf
States  requested authority to collect $28.0 million, plus  interest,
of  under-recovered fuel and purchased power costs.  A hearing on the
merits concluded in August 2001, and the ALJ recommended that Entergy
Gulf States' request be reduced to $7.0 million.  The PUCT considered
the  ALJ's recommendation in February 2002, but did not reach a final
decision  at that time. The PUCT remanded certain issues  related  to
the  eligibility of costs for Entergy Gulf States' 30%  non-regulated
share  of  River  Bend for further consideration by the  ALJ.   After
considering the remanded issues, the PUCT decided in August  2002  to
reduce  Entergy Gulf States' request to approximately  $6.3  million,
including interest through July 31, 2002.  Approximately $4.7 million
of  the total reduction to the requested surcharge relates to nuclear
fuel  costs that the PUCT deferred ruling on at this time.  The  PUCT
issued  a  written  order supporting its decisions and  has  rejected
Entergy Gulf States' motion for rehearing challenging that order.  In
October 2002, Entergy Gulf States appealed the PUCT's final order  in
Texas  District  Court.   In  its  appeal,  Entergy  Gulf  States  is
challenging  the  PUCT's disallowance of approximately  $4.2  million
related  to  imputed capacity costs and its disallowance  related  to
costs  for energy delivered from the 30% non-regulated share of River
Bend.   No  assurance can be given as to the final  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.  In March 2002, Entergy Gulf
States  revised its request to collect $30.3 million, plus  interest,
of  under-recovered fuel and purchased power expenses  incurred  from
September  2000 through February 2002.  Entergy Gulf States requested
that  the  surcharge  begin in April 2002 and extend  through  August
2002, or until the fuel cost is fully recovered, whichever is sooner.
In March 2002, the PUCT issued an order approving the surcharge.  The
surcharge  was implemented in the first billing cycle of  April  2002
and was completed with the last billing cycle of August 2002.

     In September 2002, Entergy Gulf States filed an application with
the PUCT for an interim surcharge to collect $53.9 million, including
interest,  of  under-recovered  fuel  and  purchased  power  expenses
incurred  from March 2001 through August 2002.  Entergy Gulf  States'
application contains a request to implement the surcharge over a six-
month  period beginning January 2003.  Certain parties have contested
the  request.   The  PUCT staff has recommended  that  the  surcharge
period  occur  over a twelve-month period instead  of  the  six-month
period  requested.  Hearings were held in October 2002.  The schedule
for  the hearing still allows for the implementation to occur by  the
requested date.  No assurance can be given as to the PUCT's  decision
with respect to the timing or amount of this request.

Filings with the LPSC

Annual  Earnings  Reviews   (Entergy  Corporation  and  Entergy  Gulf
States)

     In May 2001, Entergy Gulf States filed its eighth required post-
merger  earnings  review with the LPSC.  This filing  is  subject  to
review  by  the LPSC and may result in a change in rates.   In  April
2002,  the  LPSC staff filed testimony recommending a  $16.5  million
rate   refund  relating  to  a  prior  period  and  a  $40.1  million
prospective  rate  reduction.  The prospective reduction  includes  a
recommended reduction in the rate of return on common equity (ROE) to
10.1% that would not take effect until the later of June 2003 or  the
date  of  an  LPSC  order changing the ROE from  the  current  11.1%.
Hearings  were held in April 2002 and in August 2002.   Entergy  Gulf
States is awaiting an ALJ recommendation.

      In  May  2002,  Entergy Gulf States filed its  ninth  and  last
required  post-merger earnings analysis with the  LPSC.   The  filing
included  an  earnings  review filing for the  2001  test  year  that
resulted  in a rate decrease of  $11.5 million, which was implemented
effective June 2002.  The filing also contained a prospective revenue
requirement  study based on the 2001 test year seeking a  prospective
rate increase of approximately $21.7 million.  Both components of the
filing are subject to review by the LPSC and may result in changes in
rates  other than those sought in the filing.  A procedural  schedule
has been adopted and hearings are scheduled for June 2003.

     In   June   2002,   an   ALJ   issued  a  proposed   prospective
recommendation  to the LPSC with regard to issues raised  in  Entergy
Gulf  States'  fifth  annual post-merger earnings  review.   The  ALJ
recommended  adoption of the LPSC Staff's position  on  most  issues,
including the recommendation that Entergy Gulf States' authorized ROE
be set at 10.0%.  However, due to a settlement agreement currently in
effect,  Entergy Gulf States' currently authorized ROE of 11.1%  will
remain in effect until the later of June 2003 or the date of an  LPSC
order  changing the current ROE.  Entergy Gulf States cannot  predict
the  timing  or outcome of this proceeding.  A decision has  not  yet
been rendered by the LPSC in the fifth earnings review.

Formula Rate Plan Filings (Entergy Corporation and Entergy Louisiana)

       In   May  1997,  Entergy  Louisiana  made  its  second  annual
performance-based formula rate plan filing with the LPSC for the 1996
test year.  This filing resulted in a rate reduction of approximately
$54.5 million, which was implemented in July 1997.  At the same time,
rates were reduced by an additional $0.7 million and by an additional
$2.9  million effective March 1998.  Upon completion of  the  hearing
process  in  December  1998, the LPSC issued an  order  requiring  an
additional rate reduction and refund.  The resulting amounts were not
quantified,  although  they are expected to be  immaterial.   Entergy
Louisiana  appealed this order and obtained a preliminary  injunction
pending  a  final  decision on appeal.  The Louisiana  Supreme  Court
rendered a non-unanimous decision in April 2002 affirming the  LPSC's
order.   Entergy Louisiana has filed with the U.S. Supreme  Court  an
application for writ of certiorari.

     In  May  2000,  Entergy  Louisiana submitted  its  fifth  annual
performance-based formula rate plan filing for the  1999  test  year.
As  a  result of this filing, Entergy Louisiana implemented  a  $24.8
million  base rate reduction in August 2000.  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 additional rate reduction and the associated credit
were  implemented  in  September 2001.  The settlement  resolved  all
issues in the proceeding except for Entergy Louisiana's claim for  an
increase  in  its  allowed ROE from 10.5% to  11.6%.   A  hearing  to
address  the  ROE  issue  was held in March  2002.   This  issue  was
resolved  in  the June 2002 settlement between Entergy Louisiana  and
the LPSC discussed below.

     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.  Subsequently, Entergy  Louisiana  agreed  to
implement a $3.4 million rate reduction effective August 2001.   This
stipulation  resolved  all issues relating to  the  2000  test  year,
except  issues  relating  to its return  on  common  equity  and  the
treatment of certain capacity costs in the formula rate plan process.
These  issues  were  addressed in a hearing in  June  2002  and  were
resolved in the settlement discussed below.

      In  June  2002, Entergy Louisiana and the LPSC Staff reached  a
settlement  that resolved all remaining issues in the 2000  and  2001
formula  rate plan proceedings.  The LPSC approved the settlement  in
July  2002.  Entergy Louisiana agreed to a $5 million rate  reduction
effective   August   2001.   The  prospective  rate   reduction   was
implemented  beginning  in  August  2002  and  the  refund  for   the
retroactive  period  occurred in September  2002.   As  part  of  the
settlement,   Entergy  Louisiana's  current  rates,   including   its
previously  authorized ROE of 10.5%, remain in effect  until  changed
pursuant  to  a new formula rate plan filing or a revenue requirement
analysis to be filed by June 30, 2003.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

Formula Rate Plan Filings

      In   March  2002,  Entergy  Mississippi  submitted  its  annual
performance-based formula rate plan filing for the  2001  test  year.
The  submittal  indicated  that  a $2.8  million  rate  increase  was
appropriate  under the formula rate plan.  In April  2002,  the  MPSC
Staff  and Entergy Mississippi entered into a stipulation, which  the
MPSC  approved,  that  provided  for an  increase  of  $1.95  million
effective in May 2002.

      In  August 2002, Entergy Mississippi filed a rate case with the
MPSC requesting a $68.8 million rate increase effective January 2003.
Entergy  Mississippi requested this increase as a result  of  capital
investments  and operation and maintenance expenditures necessary  to
replace  and  maintain  aging  electric  facilities  and  to  improve
reliability   and  customer  service.   In  October   2002,   Entergy
Mississippi and the Mississippi Public Utilities Staff entered into a
joint stipulation which would result in a $48.2 million rate increase
and  an  ROE  of  11.75%.   The  stipulation  endorsed  a  new  power
management  rider  schedule  designed  to  more  efficiently  collect
capacity  portions  of purchased power costs. Also,  the  stipulation
provides  for improvements in the return on equity formula  and  more
robust  performance measures for Entergy Mississippi's  formula  rate
plan. Entergy Mississippi will make its next formula rate plan filing
during  March  2004.   A  hearing before the MPSC  is  scheduled  for
December 2002.  Under the Mississippi Public Utilities Act, the  MPSC
is  required to issue its final order in this general rate proceeding
by December 16, 2002.

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

Retail Rate Filings

      In  May 2002, Entergy New Orleans filed a cost of service study
and  revenue  requirement filing with the City Council for  the  2001
test year.  The filing indicated that a revenue deficiency exists and
that  a $28.9 million electric rate increase and a $15.3 million  gas
rate increase are appropriate.  Additionally, Entergy New Orleans has
proposed  a  $6.0 million public benefit fund.  The City Council  has
established a procedural schedule for consideration of the filing and
hearings  are  scheduled  to  begin in April  2003.   The  procedural
schedule  provides for the City Council's decision  with  respect  to
Entergy New Orleans' filing by June 15, 2003.

Natural Gas

     In a resolution adopted in August 2001, the City Council ordered
Entergy New Orleans to account for $36 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 City Council in September 2001, which is still being evaluated
by  the  City  Council.  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.

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 City 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.  Entergy  filed
exceptions  to  the plaintiffs' allegations, asserting,  among  other
things,  that  jurisdiction over these issues  rests  with  the  City
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 City  Council  in
order  to  initiate a review by the City 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.  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 City 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 City Council.  Hearings were held in February
and  March 2002.  The parties have submitted post-hearing briefs  and
the matter has been submitted to the City Council for a decision.  In
October   2002,  the  plaintiffs  filed  a  motion  to  re-open   the
evidentiary record, or in the alternative, a motion for a  new  trial
seeking  to re-open the record to accept certain testimony  filed  by
the  City Council advisors in a separate proceeding at the FERC.  The
ultimate  outcome  of  the  lawsuit and the City  Council  proceeding
cannot be predicted at this time.

Purchased Power for Summer 2000, 2001, and 2002 (Entergy Corporation,
Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  Entergy
Mississippi, and Entergy New Orleans)

      The  domestic  utility companies requested that the  APSC,  the
LPSC,  the  MPSC, and the City Council approve the sale of  power  by
Entergy  Gulf States from its unregulated, undivided 30% interest  in
River  Bend  formerly  owned by Cajun to the other  domestic  utility
companies  during  the  summer  of  2000.   These  applications  were
approved  subject  to  subsequent  prudence  reviews.   In  addition,
Entergy  Gulf States and Entergy Louisiana filed an application  with
the  LPSC  for authorization to purchase capacity and electric  power
from  third  parties  for the summer of 2000,  and  filed  a  similar
application  for  the  summer  of  2001.   The  LPSC  approved  these
applications, with reservation of its rights to review  the  prudence
of  the purchases and the appropriate categorization of the costs  as
either capacity or energy charges for purposes of recovery.

      The  LPSC  reviewed the 2000 purchases and found  that  Entergy
Louisiana's  and Entergy Gulf States' costs were prudently  incurred,
but decided that approximately 34% of the costs should be categorized
as  capacity charges, and therefore should be recovered through  base
rates  and not through the fuel adjustment clause.  In November 2000,
the  LPSC ordered refunds of $11.1 million for Entergy Louisiana  and
$3.6  million for Entergy Gulf States, for which adequate  provisions
were  made.   In  May 2001, the LPSC determined that 24%  of  Entergy
Louisiana's  and Entergy Gulf States' costs relating to  summer  2001
purchases should be categorized as capacity charges, and has reviewed
certain  prudence issues related to the 2001 purchases.  The prudence
issues  involve  approximately $6 million of Entergy Louisiana  costs
and  approximately $5 million of Entergy Gulf States costs.  The LPSC
has  questioned in the prudence review the Entergy system's  contract
mix  and  raised  issues  relating to potential  uprates  at  nuclear
facilities.  Hearings on those issues were conducted in May 2002  and
briefs  have  been  filed  by  the parties.   Those  costs  that  are
categorized  as  capacity charges will be included in  the  costs  of
service  used  to determine the base rates of Entergy  Louisiana  and
Entergy  Gulf States.  In 2001, these companies recorded a regulatory
asset  for the capacity charges incurred in both 2000 and 2001.   The
capacity charges for 2000 were amortized through May 2002 for Entergy
Gulf  States  and  through  July 2002  for  Entergy  Louisiana.   The
capacity  charges  for 2001 are being amortized over  a  twelve-month
period,  which  began in June 2002 for Entergy  Gulf  States  and  in
August 2002 for Entergy Louisiana.

     In  March 2002, Entergy Louisiana and Entergy Gulf States  filed
an  application with the LPSC for the approval of capacity and energy
purchases  for  the summer of 2002 similar to the applications  filed
for  the  summers of 2000 and 2001.  Entergy Louisiana, Entergy  Gulf
States,  and  the  LPSC  Staff reached a settlement  in  which  those
parties  agreed  that  14% of Entergy Louisiana's  and  Entergy  Gulf
States' costs relating to summer 2002 purchases should be categorized
as  capacity charges.  The LPSC approved the settlement at  its  July
2002  public  meeting.   Prudence  issues  relating  to  summer  2002
purchases were resolved in a settlement approved by the LPSC  at  its
September  2002  open  session.  The settlement reserves  the  LPSC's
right  to  reflect for the summer of 2002 the effect of  any  finding
that  may be made in the summer 2001 case, discussed above, regarding
the  prudence of decisions relating to potential uprates  at  nuclear
facilities.   No  refunds were ordered and all other  purchases  were
found  to be prudent.  Issues relating to the reasonableness  of  the
long-term  planning  process were moved into a  separate  sub-docket.
Issues  relating  to  the  need  for  and  potential  scope  of  that
proceeding are currently under review.

System  Energy's 1995 Rate Proceeding  (Entergy Corporation,  Entergy
Arkansas,   Entergy  Louisiana,  Entergy  Mississippi,  Entergy   New
Orleans, and System Energy)

     As  discussed  in  the  Form  10-K,  FERC  denied  requests  for
rehearing in the System Energy rate increase proceeding and the  July
2000  order  became  final.  System Energy made a  compliance  tariff
filing  in August 2001 and it was accepted by FERC in November  2001.
System  Energy  made  refunds to the domestic  utility  companies  in
December  2001.   Entergy Arkansas refunded $54.3 million,  including
interest,  through the issuance of refund checks  in  March  2002  as
approved by the APSC.  Entergy Mississippi refunded $14.8 million  to
its  customers through credits to the Grand Gulf Riders.  The credits
began  in October 2001 and occurred through September 2002.   Entergy
New  Orleans  refunded  $27.0 million to its  customers  through  the
issuance  of  refund checks in the first quarter  of  2002.   Entergy
Louisiana refunded $4.9 million, including interest, to its customers
through a credit on the September 2002 bills as approved by the LPSC.


NOTE 3.  COMMON STOCK  (Entergy Corporation)

      The  average  number  of  common  shares  outstanding  for  the
presentation  of diluted earnings per share was greater by  3,339,872
and  3,154,478 shares for the three months ended September  30,  2002
and  2001, respectively, and 4,066,732 and 3,871,903 shares  for  the
nine months ended September 30, 2002 and 2001, respectively, than the
number  of  such  shares for the presentation of basic  earnings  per
share  due  to  Entergy's stock option and other  stock  compensation
plans discussed more thoroughly in Note 5 to the financial statements
in  the  Form  10-K.   The dilutive effect of the  stock  options  on
earnings per share for the three months ended September 30, 2002  and
2001  was  $.02 for both periods.  The dilutive effect of  the  stock
options on earnings per share for the nine months ended September 30,
2002 and 2001 was $.04 and $.05, respectively.

      During  the  nine  months  ended September  30,  2002,  Entergy
Corporation repurchased 2,516,000 shares of common stock in the  open
market  for  an  aggregate  purchase price  of  approximately  $103.6
million.

     During  the  nine  months  ended  September  30,  2002,  Entergy
Corporation  issued  4,046,894 shares of its  previously  repurchased
common stock to satisfy stock option exercises.


NOTE 4.  LONG-TERM DEBT

(Entergy Corporation)

      As  discussed in Note 7 to the financial statements in the Form
10-K, the Damhead Creek credit facility requires that the annual debt
service  coverage  ratio be at least 1.05 to 1 for  the  previous  12
months at semi-annual dates commencing with June 30, 2002.  Given the
low  electricity  prices currently affecting the UK  market,  Damhead
Creek would not have met the annual debt service coverage ratio  test
in  respect  of  the 12 months ended June 30, 2002, but  the  lenders
amended  the  facility so that the coverage ratio calculations  would
not  commence  until  December 31, 2002.  In addition,  some  of  the
Damhead Creek affiliates are technically insolvent since October  31,
2002, which has caused a default under the credit agreement.  Damhead
Creek  has  requested  a  waiver of this default  from  the  lenders.
Damhead  Creek  is  currently in negotiations  with  the  lenders  to
develop  and implement a debt restructuring for the project prior  to
December  2002.  If a debt restructuring agreement cannot be  reached
prior  to  December  31, 2002, EPDC may (1) sell its  shares  in  the
project  to  a third party, (2) transfer ownership of the project  to
the  Damhead  Creek bank syndicate or (3) ask the bank  syndicate  to
appoint  an  administrative receiver to the project.    There  is  no
requirement   for   Entergy  or  EPDC  to  make  additional   capital
contributions  or provide credit support to Damhead  Creek,  even  if
there  is an occurrence of an event of default.  Neither Entergy  nor
EDPC  will  make  additional capital contributions or provide  credit
support to Damhead Creek.

(Entergy Arkansas)

     On  March  1,  2002, Entergy Arkansas retired, at maturity,  $85
million  of 7% Series First Mortgage Bonds with internally  generated
funds.

     On March 28, 2002, Entergy Arkansas issued $100 million of 6.70%
Series First Mortgage Bonds due April 1, 2032.  A portion of the  net
proceeds  was used to satisfy the annual replacement fund requirement
under the mortgage relating to the bonds by redeeming $85 million  of
8.75%  Series First Mortgage Bonds due March 1, 2026.  The  remaining
net proceeds were used to replace a portion of the cash that was used
to  meet  the  maturity of the $85 million 7% Series  First  Mortgage
Bonds retired on March 1, 2002 discussed above.

(Entergy Gulf States)

      On  January 1, 2002, Entergy Gulf States retired, at  maturity,
$148  million of 8.21% Series First Mortgage Bonds with proceeds from
$300  million of Floating Rate Series First Mortgage Bonds issued  on
August 22, 2001.

      On November 7, 2002, Entergy Gulf States issued $200 million of
5.2%  Series First Mortgage Bonds due December 3, 2007.  The proceeds
will be used to retire, at maturity, or to redeem or repurchase prior
to maturity, a portion of the $300 million Floating Rate Series First
Mortgage Bonds due June 2, 2003.

(Entergy Louisiana)

      On January 1, 2002, Entergy Louisiana retired, at maturity, $23
million  of  7.5%  Series First Mortgage Bonds.  On  March  1,  2002,
Entergy  Louisiana retired, at maturity, $75 million of 5.80%  Series
First Mortgage Bonds.

     On  March  27,  2002, Entergy Louisiana issued $150  million  of
7.60%  Series First Mortgage Bonds due April 1, 2032.  A  portion  of
the  net  proceeds  was used to satisfy the annual  replacement  fund
requirement  under  the mortgage relating to the bonds  by  redeeming
$115  million of 8.75% Series First Mortgage Bonds due March 1, 2026.
The  remaining  net proceeds will be used to reduce  short-term  debt
that, among other things, was incurred to meet the maturities of  the
First Mortgage Bonds discussed above.

      On  June 1, 2002, Entergy Louisiana remarketed $55 million  St.
Charles  Parish Pollution Control Revenue Refunding Bonds  due  2030,
resetting the interest rate to 4.9% through May 31, 2005.

      On  July 1, 2002, Entergy Louisiana retired, at maturity, $56.4
million   of  7.74%  Series  First  Mortgage  Bonds  with  internally
generated funds.

(Entergy Mississippi)

      On  June 1, 2002, Entergy Mississippi retired, at maturity, $65
million  of  6.875%  Series  First  Mortgage  Bonds  with  internally
generated funds.

      On October 22, 2002, Entergy Mississippi issued $75 million  of
6%  Series  First  Mortgage  Bonds due November  1,  2032.   The  net
proceeds  will be used to retire, at maturity, $70 million  of  6.25%
Series  First Mortgage Bonds due February 1, 2003, and a  portion  of
$120 million 7.75% Series First Mortgage Bonds due February 15, 2003.

(Entergy New Orleans)

      On October 18, 2002, Entergy New Orleans issued $25 million  of
6.75%  Series  First Mortgage Bonds due October 15,  2017.   The  net
proceeds will be used to redeem, prior to maturity, $25 million of 7%
Series First Mortgage Bonds due March 1, 2003.

(System Energy)

     On September 24, 2002, System Energy issued $70 million of
4.875% Series First Mortgage Bonds due 2007.  The net proceeds were
used to redeem, on September 30, 2002, $70 million in principal
amount of 8.25% Series First Mortgage Bonds that were scheduled to
mature on October 1, 2002.


NOTE 5.  RETAINED EARNINGS  (Entergy Corporation)

      On  October 25, 2002, Entergy Corporation's Board of  Directors
declared  a  common  stock dividend of $0.35 per  share,  payable  on
December 1, 2002, to holders of record as of November 12, 2002.

NOTE 6.  BUSINESS SEGMENT INFORMATION  (Entergy Corporation)

      Entergy's  reportable  segments as of September  30,  2002  are
domestic  utility, domestic non-utility nuclear, and energy commodity
services.    "All   Other"  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, 2002 and 2001 is as follows (in thousands):



                                    Domestic   Domestic Non-  Energy      All      Eliminations Consolidated
                                     Utility     Utility     Commodity  Other*
                                                 Nuclear*    Services*
                                                                                
2002
Operating Revenues                  $2,057,317     $347,220    $56,078    $8,780          ($520)  $2,468,875
Equity in earnings of
 unconsolidated equity affiliates            -            -     50,159         -              -       50,159
Income Taxes (Benefit)                 157,886       49,210     26,163    (4,581)             -      228,678
Net Income (Loss)                      249,625       73,097     48,283    (4,205)             -      366,800

2001
Operating Revenues                  $2,005,043     $203,783   $362,913    $5,970          ($820)  $2,576,889
Equity in earnings of
 unconsolidated equity affiliates            -            -     58,414         -              -       58,414
Income Taxes (Benefit)                 125,218       23,399     44,138    (7,455)             -      185,300
Net Income (Loss)                      228,523       34,636     67,241   (12,946)             -      317,454


      Entergy's  segment financial information for  the  nine  months
ended September 30, 2002 and 2001 is as follows (in thousands):


                                   Domestic   Domestic Non-  Energy   All Other*   Eliminations Consolidated
                                    Utility     Utility     Commodity
                                                Nuclear*    Services*
                                                                                
2002
Operating Revenues                 $5,217,365     $923,187   $258,683     $30,593       ($3,539)  $6,426,289
Equity in earnings of
 unconsolidated equity affiliates           -            -    142,964           -             -      142,964
Income Taxes (Benefit)                359,798      111,120   (107,345)    (12,259)            -      351,314
Net Income (Loss)                     558,651      166,693   (169,083)    (14,860)            -      541,401
Total Assets                       20,174,890    4,405,919  2,388,982   1,057,669    (1,250,467)  26,776,993

2001
Operating Revenues                 $6,011,105     $533,199 $1,034,451     $26,450       ($3,054)  $7,602,151
Equity in earnings of
 unconsolidated equity affiliates           -            -    153,957           -             -      153,957
Income Taxes (Benefit)                325,951       65,642     78,706     (10,726)            -      459,573
Net Income (Loss)                     524,116       98,966    115,765     (14,940)            -      723,907
Total Assets                       20,597,897    3,367,953  2,210,727     878,371      (873,314)  26,181,634



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

     Energy  commodity services' net loss for the nine  months  ended
September  30,  2002  includes  net  charges  of  $391.6  million  to
operating expenses ($254.2 million net of tax) to reflect the  effect
of  Entergy's decision to discontinue additional EWO greenfield power
plant development and to reflect asset impairments resulting from the
deteriorating  economics of wholesale power  markets  in  the  United
States and the United Kingdom.  The charges consist of the following:

     o as discussed in Note 1, $178.0 million of the charges is a
       provision for the net costs resulting from cancellation or sale of
       the turbines subject to purchase commitments with a special-purpose
       entity;
     o $167.5 million of the charges result from the write-off of
       EPDC's equity investment in the Damhead Creek project ($55.0 million)
       and the impairment of the values of the Warren Power power plant, the
       Crete project, and the RS Cogen project ($112.5 million combined).
       This portion of the charges reflects Entergy's estimate of the
       effects of reduced spark spreads in the United States and the United
       Kingdom.   These  estimates are based on  various  sources  of
       information, including discounted cash flow projections and current
       market prices;
     o $39.1 million of the charges relate to the restructuring of EWO,
       including impairments of EWO administrative fixed assets, estimated
       sublease losses, and employee-related costs for approximately 135
       affected employees.  These restructuring costs, which are included in
       the  "Provision for turbine commitments, asset impairments and
       restructuring charges" in the accompanying consolidated statement of
       income as of September 30, 2002, were comprised of the following (in
       millions):

                              Restructuring  Paid in   Non-Cash   Remaining
                                  Costs       Cash     Portion     Accrual

Fixed asset impairments          $22.5          -       $22.5        -
Sublease losses                   10.7         $0.4        -        $10.3
Severance and related costs        5.9          2.5        -          3.4
                                 -----         ----     -----       -----
  Total                          $39.1         $2.9     $22.5       $13.7
                                 =====         ====     =====       =====

       Management   expects   the  restructuring   of   EWO   to   be
substantially complete by the end of 2002; and

     o $32.7 million of the charges result from the write-off  of
       capitalized project development costs for projects that will not be
       completed.

The net charges include a gain of $25.7 million ($15.9 million net of
tax)  on the sale of EWO's interest in projects under development  in
Spain in August 2002.

NOTE 7.  NEW ACCOUNTING PRONOUNCEMENTS  (Entergy Corporation)

      As  discussed in the Form 10-K, Entergy implemented  SFAS  142,
"Goodwill and Other Intangible Assets" and SFAS 144, "Accounting  for
the Impairment or Disposal of Long-lived Assets" effective January 1,
2002.   The  implementation of SFAS 142 resulted in the cessation  of
Entergy's  amortization of the remaining plant acquisition adjustment
recorded in conjunction with its acquisition of Entergy Gulf  States;
this will increase Entergy's annual net income by approximately $16.3
million.   The  following  table  is  a  reconciliation  of  reported
earnings applicable to common stock to earnings applicable to  common
stock  without  goodwill amortization for the three and  nine  months
ended September 30, 2002 and 2001.


                                                       Three Months Ended   Nine Months Ended
                                                         2002      2001       2002      2001
                                                         (In Thousands, Except Share Data)
                                                                          
Reported earnings applicable to common stock           $360,876  $312,484   $523,605  $705,544
Add back:  Goodwill amortization                              -     4,066          -    12,199
                                                       --------  --------   --------  --------
Adjusted earnings applicable to common stock without
  goodwill amortization                                $360,876  $316,550   $523,605  $717,743
                                                       ========  ========   ========  ========
Basic earnings per average common share:
Reported earnings applicable to common stock              $1.61     $1.41      $2.34     $3.19
Goodwill amortization                                         -      0.02          -      0.06
                                                       --------  --------   --------  --------
Adjusted earnings applicable to common stock without
  goodwill amortization                                   $1.61     $1.43      $2.34     $3.25
                                                       ========  ========   ========  ========

Diluted earnings per average common share:
Reported earnings applicable to common stock              $1.59     $1.39      $2.30     $3.14
Goodwill amortization                                         -      0.02          -      0.05
                                                       --------  --------   --------  --------
Adjusted earnings applicable to common stock without
  goodwill amortization                                   $1.59     $1.41      $2.30     $3.19
                                                       ========  ========   ========  ========


NOTE 8.  ACQUISITIONS (Entergy Corporation)

      In  July  2002, Entergy's domestic non-utility nuclear business
acquired  the  510 MW Vermont Yankee nuclear power plant  located  in
Vernon,  Vermont,  from  Vermont  Yankee  Nuclear  Power  Corporation
(VYNPC).   Entergy paid approximately $180 million  in  cash  at  the
closing  of  the  purchase  and received  the  plant,  nuclear  fuel,
inventories, and related real estate.  As part of the Vermont  Yankee
purchase,  VYNPC  transferred  a $310 million  decommissioning  trust
fund,  along  with the liability to decommission Vermont  Yankee,  to
Entergy.  The acquisition included a 10-year power purchase agreement
(PPA)  under  which the former owners will buy the power produced  by
the  plant.  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.

      The  acquisition  was accounted for using the purchase  method.
The  results  of  operations  of Vermont  Yankee  subsequent  to  the
purchase date have been included in Entergy's consolidated results of
operations.  The Vermont Yankee 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 the final allocation may differ,
although management does not expect the difference to be material.

NOTE 9.  EQUITY METHOD INVESTMENTS  (Entergy Corporation)

     See  Note 13 to the financial statements in the Form 10-K for  a
discussion of Entergy's equity method investments.

     In the first quarter of 2002, EWO sold its interests in projects
in  Argentina,  Chile, and Peru, including Generandes Peru  S.A.  and
Compania  Electrica San Isidro S.A.  EWO had $100.8 million reflected
in  "Investments in affiliates - at equity" for these investments  as
of  December  31,  2001,  and reported $11.6 million  of  "Equity  in
earnings  of unconsolidated equity affiliates" from these investments
for  the  year ended December 31, 2001.  After impairment  provisions
recorded  for these interests in 2001, the net loss realized  on  the
sale  in  the  first quarter of 2002 is insignificant.  Approximately
$66  million  of cumulative translation adjustments were realized  in
the sale.

     As discussed in Note 6 to the financial statements, in the first
and  second quarters of 2002, Entergy recorded a total impairment  of
$78.3  million  against the book value of its  investments  in  Crete
Energy Ventures, LLC and RS Cogen LLC.

                 __________________________________

     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  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.


Item 4. Controls and Procedures

      Within  the  90-day period prior to the filing of this  report,
evaluations  were  performed  under  the  supervision  and  with  the
participation of Entergy Corporation, Entergy Arkansas, Entergy  Gulf
States,  Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
and   System   Energy   Resources  (individually   "Registrant"   and
collectively   the   "Registrants")   management,   including   their
respective  Chief  Executive  Officers  (CEO)  and  Chief   Financial
Officers  (CFO).  The evaluations assessed the effectiveness  of  the
Registrants'  disclosure  controls  and  procedures.   Based  on  the
evaluations,  each  CEO  and  CFO  has  concluded  that,  as  to  the
Registrant  or Registrants for which they serve as CEO  or  CFO,  the
Registrants'  disclosure  controls and procedures  are  effective  to
ensure  that information required to be disclosed by each  Registrant
in reports that it files or submits under the Securities Exchange Act
of  1934  is recorded, processed, summarized and reported within  the
time  periods  specified in Securities and Exchange Commission  rules
and forms.  Subsequent to the date of the evaluations, there were  no
significant changes in the Registrants' internal controls or in other
factors  that  could  significantly affect the  disclosure  controls,
including   any   corrective  actions  with  regard  to   significant
deficiencies and material weaknesses.




                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.

Murphy Oil Lawsuit (Entergy Corporation and Entergy Louisiana)

      Residents  located  near  the Murphy Oil  Refinery  in  Meraux,
Louisiana  filed  several  lawsuits in state  court  in  St.  Bernard
Parish,  Louisiana against Murphy Oil, Entergy Louisiana, and  others
for  injuries they allegedly suffered as a result of an explosion  at
the  refinery  in  June 1995.  The lawsuits were consolidated  and  a
class  of plaintiffs was certified.  Plaintiffs alleged, among  other
things,  that an electrical fault at an Entergy Louisiana  substation
contributed to causing the explosion.  Murphy Oil filed a cross-claim
against  Entergy  Louisiana based on the same  allegation,  in  which
Murphy  Oil  seeks  recovery  of any  damages  it  has  paid  to  the
plaintiffs.   Claiborne P. Deming, who became a director  of  Entergy
Corporation in 2002, is the President and Chief Executive Officer  of
Murphy Oil.

      Murphy Oil and other defendants settled with the plaintiffs for
$8.8  million,  but  Entergy Louisiana did  not  participate  in  the
settlement.   Entergy Louisiana believes the claims  against  it  are
without  merit and is vigorously defending itself.  Entergy Louisiana
also  has  insurance in place for claims of this type.  A trial  date
for  the  remaining  parties  in the  proceeding  has  been  set  for
September 2003.

Franchise Fee Litigation  (Entergy Gulf States)

      See  "Franchise Fee Litigation" in Item 1 of Part I of the Form
10-K  for  a discussion of the litigation with the City of Nederland.
By  agreement  of  the parties, an order abating the  case  has  been
entered.

Fiber  Optic  Cable  Litigation (Entergy  Corporation,  Entergy  Gulf
States, Entergy Louisiana, and Entergy Mississippi)

     See  "Fiber Optic Cable Litigation" in Item 1 of Part I  of  the
Form  10-K  for  a  discussion of the litigation  pertaining  to  the
alleged  installment  by  defendants  of  fiber  optic  cable  across
plaintiffs' property without obtaining appropriate easements. In June
2002,  a  class  action lawsuit was filed by two  defendants  in  the
United  States District Court of the Northern District of Mississippi
against   Entergy  Mississippi,  purportedly  on  behalf  of   others
similarly situated, alleging that Entergy Mississippi installed fiber
optic  cable  across their property without obtaining the appropriate
easement.  The plaintiffs seek declaratory relief and an  unspecified
amount  of  damages, including punitive damages. Entergy  Mississippi
filed  a motion to dismiss in September 2002, contending that it  has
no  fiber  optic  cables  attached to  its  facilities  and  has  not
authorized any party to place fiber optic facilities on or under  its
right  of  way  on  the  property in question.   Entergy  Mississippi
intends  to  vigorously defend the lawsuit.  At this time, management
cannot determine the specific amount of damages being sought.

Franchise Service Area Litigation  (Entergy Gulf States)

      See "Franchise Service Area Legislation" in Item 1 of Part I of
the  Form 10-K for a discussion of the litigation with Beaumont Power
&   Light  (BP&L).   In  September  2002,  the  PUCT  denied   BP&L's
application.   BP&L did not file a timely motion for  rehearing,  and
the proceeding has ended.

Ratepayer Lawsuits

(Entergy Corporation and Entergy Gulf States)

      See  "Entergy Gulf States Merger Savings Lawsuit" in Item 1  of
Part  I of the Form 10-K for a discussion of the litigation filed  by
ratepayers against Entergy Gulf States and Entergy Corporation.   The
district   court  has  denied  Entergy  Gulf  States'   and   Entergy
Corporation's motions to transfer venue and to dismiss  or  abate  on
the  basis of the PUCT's jurisdiction over this matter.  In September
2002,  Entergy  Gulf States and Entergy Corporation  sought  mandamus
relief at the Ninth District Court of Appeals.  Proceedings have been
stayed  in  the district court pending the decision in  the  mandamus
application.

(Entergy Louisiana)

     See "Vidalia Project Sub-Docket" in Item 1 of Part I of the Form
10-K  for  a  discussion  of the proceeding in  which  the  LPSC  was
reviewing  several  issues related to the contract  entered  into  by
Entergy  Louisiana  to  purchase  energy  generated  by  the  Vidalia
project.   The  LPSC has approved a settlement of the proceeding  and
has concluded the Vidalia project subdocket.  The settlement is based
on  Entergy  Louisiana  sharing with Entergy  Louisiana  customers  a
portion of the benefits of a tax deduction that became available when
Entergy Louisiana elected to mark the Vidalia contract to market  for
tax  accounting  purposes.  The tax benefit sharing is  described  in
more  detail  in  "MANAGEMENT'S FINANCIAL DISCUSSION AND  ANALYSIS  -
LIQUIDITY AND CAPITAL RESOURCES" under the heading "Entergy Louisiana
Tax Accounting Election."  Three of the issues listed in the Form 10-
K  disclosure  as  part of the proceeding are not  addressed  by  the
settlement,  but there is no proceeding pending before  the  LPSC  at
this  time  to  consider  them.  Those issues  are:  (i)  the  LPSC's
jurisdiction  over  the Vidalia project; (ii) the appropriateness  of
Entergy  Louisiana's recovery of 100% of the Vidalia  contract  costs
from customers; and (iii) the appropriate regulatory treatment of the
Vidalia  contract  in the event the LPSC approves  implementation  of
retail competition.

(Entergy New Orleans)

      See  "Entergy New Orleans Rate of Return Lawsuit" in Item 1  of
Part  I of the Form 10-K for a discussion of the litigation filed  by
ratepayers  against Entergy New Orleans.  The hearing  scheduled  for
June 2002 was postponed and the proceeding has been continued without
a proposed trial date.

Street Lighting Lawsuit (Entergy New Orleans)

     See  "Street Lighting Lawsuit" in Item 1 of Part I of the  Form
10-K  for  a  discussion of the lawsuit filed by  the  City  of  New
Orleans  alleging that Entergy New Orleans breached its  obligations
to  the City related to the provision of street lighting maintenance
services.   After  mediation, the City dismissed  its  lawsuit  with
prejudice on October 28, 2002, and any amounts that might be owed by
Entergy New Orleans will be determined by an independent third party
audit.   Management believes that Entergy New Orleans does  not  owe
the  City  any  net amount under the street lighting  contract,  and
therefore  does not expect to pay a significant amount to  the  City
after the audit.


Item 5.  Other Information

Environmental Regulation  (Entergy Gulf States)

       The  State  of  Louisiana  is  implementing  emission  control
strategies to address continued ozone non-attainment status of  areas
in and around Baton Rouge, Louisiana.  In March 2002, the LDEQ issued
a  final  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 2005.  In August 2002, the
LDEQ  issued  a  revision to this rule that is expected  to  lead  to
installation  of  new  NOx control equipment at Entergy  Gulf  States
generating units.  The latest analyses indicate compliance  costs  at
these  units  may be as much as $12 million in new capital  spending.
Most  of the related expenditures would take place in 2003 and  2004.
Cost  estimates  will  be  refined as engineering  studies  progress.
Entergy  Gulf  States  will be required to obtain  revised  operating
permits from the LDEQ and meet new, lower emission limits for NOx.

      In  September 2002, the EPA approved revisions to the SIP  that
address  NOx control.  On October 2, 2002, the EPA then approved  the
entire  ozone attainment demonstration SIP for the Baton Rouge  area.
In  conjunction with this approval, the EPA also approved Louisiana's
transport  demonstration and extended the ozone  attainment  date  to
November  15, 2005, while retaining the area's current classification
as  a  serious  ozone  non-attainment area.   The  EPA  withdrew  its
previous    rulemaking    that    determined    non-attainment    and
reclassification  of  the Baton Rouge area.   Additionally,  the  EPA
found  that  the  Baton  Rouge ozone non-attainment  area  meets  the
reasonably available control measures requirements of the  Clean  Air
Act;  approved  the State's enforceable commitment to submit  revised
emission  budgets  for  the transportation sector;  and  approved  an
enforceable transportation control measure.

Wholesale  Rate  Matters   (Entergy Arkansas,  Entergy  Gulf  States,
Entergy  Louisiana,  Entergy Mississippi, Entergy  New  Orleans,  and
System Energy)

      As  discussed  in Part I, Item 1 of the Form 10-K,  Entergy  is
involved  in  litigation  before the  FERC  and  the  LPSC  regarding
production    cost   equalization   under   the   System   Agreement.
Negotiations  among  the  parties have not  resolved  the  proceeding
before  the  FERC,  and  that  proceeding  is  now  set  for  hearing
commencing  in  June  2003.  The case had been  set  for  hearing  in
February  2003, and the extension of the trial date has also extended
the refund effective date reported in the Form 10-K by 120 days.   In
the  ex-parte  proceeding  commenced  by  the  LPSC,  the  procedural
schedule  has  now  been suspended through at  least  the  June  2003
expected  hearing date in the FERC proceeding.  The  LPSC  staff  has
filed testimony suggesting that the remedy for the alleged imprudence
of Entergy Louisiana and Entergy Gulf States should be a reduction in
allowed rate of return on common equity of 100 basis points.

Regional  Transmission  Organizations   (Entergy,  Entergy  Arkansas,
Entergy  Gulf  States,  Entergy Louisiana,  Entergy  Mississippi  and
Entergy New Orleans)

     On  June  27,  2002, a number of utilities in  the  southeastern
United  States,  including the domestic utility  companies,  filed  a
petition  for  declaratory order with the FERC, seeking  guidance  on
whether  certain  aspects of the proposed SeTrans RTO  satisfied  the
FERC's  RTO requirements.  On October 11, 2002, FERC issued an  order
granting  conditional approval of the central aspects of the  SeTrans
proposal,   including  the  governance  structure,  the  transmission
pricing policy, the business model, and the selection process for the
Independent  System Administrator.  The FERC order  states  that  the
FERC  will  not  revisit  findings made  in  the  SeTrans  docket  if
inconsistencies  exist between those findings  and  the  final  rules
issued   in  the  standardized  market  design  proceeding  discussed
immediately below.  At the state level, cost-benefit studies  of  RTO
participation  have been ordered by the APSC and the  LPSC,  and  the
Southeast  Association  of  Regulatory Utility  Commissions  (SEARUC)
requested  a  cost-benefit study for the entire  southeastern  United
States,  including the SeTrans region.  The SEARUC study was released
on  November  7,  2002  and is currently being  analyzed  by  Entergy
management.   Both  the FERC order and the SEARUC cost-benefit  study
will  be  discussed  at  the SeTrans Stakeholder  Advisory  Committee
meeting scheduled for November 14, 2002.

FERC  Notice  of  Proposed  Rulemaking  (Entergy,  Entergy  Arkansas,
Entergy  Gulf  States,  Entergy Louisiana, Entergy  Mississippi,  and
Entergy New Orleans)

     On July 31, 2002, FERC issued a notice of proposed rulemaking to
establish a standardized transmission service and wholesale  electric
market design.  The proposed rules would

     o establish a network access transmission service applicable to
       all transmission users;
     o require utilities to take the transmission component of bundled
       transmission service under an open access transmission tariff;
     o require transmission facilities to be operated by an independent
       transmission provider;
     o require that the independent transmission provider administer
       the day-ahead and real-time energy and ancillary services markets;
     o establish an access charge for embedded transmission costs;
     o use location marginal pricing for transmission congestion
       management and provide tradable congestion revenue rights;
     o establish open imbalance energy markets;
     o establish procedures to mitigate market power in the day-ahead
       and real-time markets
     o require under certain conditions that generation owners submit
       offers to supply energy at prices that do not exceed specified price
       ceilings; and
     o establish procedures to assure adequate transmission, generation
       and demand-side resources.

Comments  on  certain aspects of the proposed rule are  due  by  mid-
November  2002, with comments due on the remaining issues in  January
2003.   Reply  comments  on  all issues are  due  in  February  2003.
Several technical conferences are scheduled for November and December
2002.   Some of the retail regulators in Entergy's service  territory
have  publicly  expressed  opposition  to  the  proposed  rulemaking.
Management  is in the process of evaluating this complex and  lengthy
proposal.

Generating Capacity (Entergy, Entergy Arkansas, Entergy Gulf  States,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

      As  discussed in Part I of the Form 10-K, the domestic  utility
companies  have met summer capacity needs by contracting  for  up  to
3,000  MW of short-term purchased power.  In September 2002,  Entergy
Louisiana  and Entergy Gulf States made an informational filing  with
the  LPSC  containing  a draft request for proposal  for  supply-side
resources.  The final request for proposal was issued on November  1,
2002 by Entergy Services on behalf of the domestic utility companies.
The request for proposal seeks to meet both Entergy's summer 2003 and
longer  term  reliability needs through a broad  range  of  wholesale
power  products,  including short and long-term contractual  products
and  possibly asset acquisitions.  The request for proposals contains
a  timeline for both short and long-term proposals that would  enable
Entergy to enter into definitive agreements with winning bidders  for
a  portion  of  the summer capacity by the end of the  first  quarter
2003.   Additional procurements will be made in early  2003  enabling
Entergy  to  sign  definitive agreements  in  time  to  cover  summer
capacity requirements.

Sarbanes-Oxley   Act   and  Other  Corporate   Governance   Standards
(Entergy,  Entergy Arkansas, Entergy Gulf States, Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

     In   response  to  recent  corporate  collapses  resulting  from
accounting  irregularities  and  perceived  failures  of  ethics  and
controls, the U.S. Congress passed the Sarbanes-Oxley Act on July 25,
2002.   President Bush signed the Act on July 30, 2002.   The  stated
purpose  of  the Act is to increase the reliability and  accuracy  of
corporate reporting and accounting and audit practices and to  ensure
the  independence  of securities analyst advice and  recommendations.
The  Act  purports to strengthen accounting oversight  and  corporate
accountability  by  enhancing  disclosure  requirements,   increasing
accounting  and auditor regulation, creating new federal  crimes  and
increasing  penalties for existing federal crimes.  In  addition,  on
August  1,  2002,  the  New York Stock Exchange adopted,  subject  to
approval by the Securities and Exchange Commission, new standards and
changes  in  corporate governance and practices for  companies  whose
securities are listed on that exchange.  Management and the Board are
reviewing the new law and regulations as they are issued, and Entergy
is  adopting new policies or procedures necessary to comply with  the
new law and regulations as their various provisions become effective.

Entergy Corporation and Entergy Gulf States Merger

     See "Entergy Corporation and Entergy Gulf States Merger" in Part
I, Item 1 of the Form 10-K for a discussion of the appeal to the D.C.
Circuit  by  the  APSC,  Arkansas Cities and  Cooperatives,  Arkansas
Electric Energy Consumers, the MPSC, and the State of Mississippi  of
the  FERC's  approval of the merger of Entergy Corporation  and  Gulf
States  Utilities.  In May 2002 the D.C. Circuit denied the petitions
for  review,  thereby  upholding the FERC's  decision  approving  the
merger.

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,
                       1997  1998   1999   2000   2001      2002

Entergy Arkansas       2.54  2.63   2.08   3.01   3.29      2.75
Entergy Gulf States    1.42  1.40   2.18   2.60   2.36      2.57
Entergy Louisiana      2.74  3.18   3.48   3.33   2.76      3.08
Entergy Mississippi    2.98  3.12   2.44   2.33   2.14      2.50
Entergy New Orleans    2.70  2.65   3.00   2.66   (b)       1.10
System Energy          2.31  2.52   1.90   2.41   2.12      3.26

                            Ratios of Earnings to Combined Fixed Charges
                                   and Preferred Dividends
                                     Twelve Months Ended
                                   December 31,              September 30,
                          1997  1998    1999    2000   2001       2002

Entergy Arkansas          2.24  2.28    1.80    2.70   2.99       2.49
Entergy Gulf States (a)   1.23  1.20    1.86    2.39   2.21       2.39
Entergy Louisiana         2.36  2.75    3.09    2.93   2.51       2.81
Entergy Mississippi       2.69  2.80    2.18    2.09   1.96       2.25
Entergy New Orleans       2.44  2.41    2.74    2.43   (b)         (c)

(a)  "Preferred Dividends" in the case of Entergy Gulf States  also
     include  dividends on preference stock for the  twelve  months
     ended December 31, 1997, 1998, and 1999.
(b)  Earnings  for the twelve months ended December 31,  2001,  for
     Entergy  New Orleans were not adequate to cover fixed  charges
     and  combined  fixed charges and preferred dividends  by  $6.6
     million and $9.5 million, respectively.
(c)  Earnings  for the twelve months ended September 30, 2002,  for
     Entergy New Orleans were not adequate to cover combined  fixed
     charges and preferred dividends by $.5 million.


Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

**  4(a) -   Twenty-second  Supplemental  Indenture,   dated   as   of
             September 1, 2002, to System Energy's Mortgage  and  Deed
             of  Trust, dated as of June 15, 1977 (filed as Exhibit A-
             2(a) to Rule 24 Certificate dated October 4, 2002 in File
             No. 70-9753).

    4(b) -   Tenth  Supplemental Indenture, dated  as  of  October  1,
             2002, to Entergy New Orleans' Mortgage and Deed of Trust,
             dated as of May 1, 1987.

**  4(c) -   Seventeenth Supplemental Indenture, dated as  of  October
             1,  2002, to Entergy Mississippi's Mortgage and  Deed  of
             Trust, dated as of February 1, 1988 (filed as Exhibit  A-
             2(b)  to  Rule 24 Certificate dated October 31,  2002  in
             File No. 70-9757).

    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,  2002,  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,
     2002.

**   Incorporated herein by reference as indicated.

     (b)   Reports on Form 8-K

     Entergy Corporation

           A Current Report on Form 8-K, dated July 8, 2002, was
           filed  with  the  SEC  on  July  8,  2002,  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 30,  2002,
           was  filed  with the SEC on July 30, 2002,  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 12, 2002,
           was  filed with the SEC on August 12, 2002, reporting
           information under Item 9. "Regulation FD Disclosure".

     Entergy Corporation

           A  Current Report on Form 8-K, dated August 13, 2002,
           was  filed with the SEC on August 13, 2002, reporting
           information under Item 9. "Regulation FD Disclosure".

     Entergy Corporation

           A  Current  Report  on Form 8-K, dated  September  4,
           2002,  was filed with the SEC on September  4,  2002,
           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  September  18,
           2002,  was filed with the SEC on September 18,  2002,
           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 October 7, 2002,
           was  filed with the SEC on October 7, 2002, reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

     Entergy Mississippi

           A Current Report on Form 8-K, dated October 16, 2002,
           was filed with the SEC on October 18, 2002, reporting
           information   under   Item  5.  "Other   Events   and
           Regulation  FD  Disclosure" and  Item  7.  "Financial
           Statements,   Pro  Forma  Financial  Statements   and
           Exhibits".

     Entergy Corporation

           A Current Report on Form 8-K, dated October 18, 2002,
           was filed with the SEC on October 18, 2002, 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 October 22, 2002,
           was filed with the SEC on October 22, 2002, 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 October 30, 2002,
           was filed with the SEC on October 30, 2002, reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

     Entergy Arkansas

           A Current Report on Form 8-K, dated November 1, 2002,
           was filed with the SEC on November 4, 2002, reporting
           information   under   Item  5.  "Other   Events   and
           Regulation  FD  Disclosure" and  Item  7.  "Financial
           Statements,   Pro  Forma  Financial  Statements   and
           Exhibits".


     Entergy Arkansas

           A Current Report on Form 8-K, dated November 6, 2002,
           was filed with the SEC on November 8, 2002, reporting
           information   under   Item  5.  "Other   Events   and
           Regulation  FD  Disclosure" and  Item  7.  "Financial
           Statements,   Pro  Forma  Financial  Statements   and
           Exhibits".



                              SIGNATURE


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


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


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


Date:     November 11, 2002


                           CERTIFICATIONS

     I, J. Wayne Leonard, certify that:

1.   I  have reviewed this quarterly report on Form 10-Q of  Entergy
     Corporation;

2.   Based  on  my knowledge, this quarterly report does not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by this  quarterly
     report;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial information included in this quarterly report,  fairly
     present  in  all  material  respects  the  financial  condition,
     results  of operations and cash flows of the registrant  as  of,
     and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrant and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that  material information relating to the registrant, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrant's  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrant's
     auditors  and  the  audit  committee of  registrant's  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrant's auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrant's internal controls; and

6.   The  registrant's other certifying officers and I have indicated
     in  this  quarterly report whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.



                                   /s/ J. Wayne Leonard
                                      J. Wayne Leonard
                                   Chief Executive Officer,
                                    Entergy Corporation

Date:     November 11, 2002


                           CERTIFICATIONS

     I, C. John Wilder, certify that:

1.   I  have reviewed these quarterly reports on Form 10-Q of Entergy
     Corporation and System Energy Resources, Inc.;

2.   Based  on  my knowledge, these quarterly reports do not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by these quarterly
     reports;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial  information  included  in  these  quarterly  reports,
     fairly present in all material respects the financial condition,
     results of operations and cash flows of the registrants  as  of,
     and for, the periods presented in these quarterly reports;

4.   The registrants' other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrants and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that material information relating to the registrants, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrants'  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrants' other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrants'
     auditors  and  the  audit  committee of  registrants'  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrants'
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrants' auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrants' internal controls; and

6.   The  registrants' other certifying officers and I have indicated
     in these quarterly reports whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.



                               /s/ C. John Wilder
                                C. John Wilder
                       Executive Vice President and Chief Financial Officer,
                       Entergy Corporation, System Energy Resources, Inc.

Date:     November 11, 2002


                           CERTIFICATIONS

     I, Hugh T. McDonald, certify that:

1.   I  have reviewed this quarterly report on Form 10-Q of  Entergy
     Arkansas, Inc.;

2.   Based  on  my knowledge, this quarterly report does not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by this  quarterly
     report;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial information included in this quarterly report,  fairly
     present  in  all  material  respects  the  financial  condition,
     results  of operations and cash flows of the registrant  as  of,
     and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrant and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that  material information relating to the registrant, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrant's  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrant's
     auditors  and  the  audit  committee of  registrant's  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrant's auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrant's internal controls; and

6.   The  registrant's other certifying officers and I have indicated
     in  this  quarterly report whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.



                                   /s/ Hugh T. McDonald
                                      Hugh T. McDonald
                           Chairman, President, and Chief Executive Officer,
                                   Entergy Arkansas, Inc.

Date:     November 11, 2002



                           CERTIFICATIONS

     I, Joseph F. Domino, certify that:

1.   I  have reviewed this quarterly report on Form 10-Q of  Entergy
     Gulf States, Inc.;

2.   Based  on  my knowledge, this quarterly report does not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by this  quarterly
     report;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial information included in this quarterly report,  fairly
     present  in  all  material  respects  the  financial  condition,
     results  of operations and cash flows of the registrant  as  of,
     and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrant and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that  material information relating to the registrant, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrant's  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrant's
     auditors  and  the  audit  committee of  registrant's  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrant's auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrant's internal controls; and

6.   The  registrant's other certifying officers and I have indicated
     in  this  quarterly report whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.



                                   /s/ Joseph F. Domino
                                    Joseph F. Domino
                        Chairman, President and Chief Executive Officer,
                              Texas of Entergy Gulf States, Inc.


Date:     November 11, 2002


                           CERTIFICATIONS

     I, E. Renae Conley, certify that:

1.   I  have reviewed these quarterly reports on Form 10-Q of Entergy
     Gulf States, Inc. and Entergy Louisiana, Inc.;

2.   Based  on  my knowledge, these quarterly reports do not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by these quarterly
     reports;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial  information  included  in  these  quarterly  reports,
     fairly present in all material respects the financial condition,
     results of operations and cash flows of the registrants  as  of,
     and for, the periods presented in these quarterly reports;

4.   The registrants' other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrants and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that material information relating to the registrants, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrants'  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrants' other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrants'
     auditors  and  the  audit  committee of  registrants'  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrants'
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrants' auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrants' internal controls; and

6.   The  registrants' other certifying officers and I have indicated
     in these quarterly reports whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.


                                   /s/ E. Renae Conley
                                     E. Renae Conley
                       Chairman, President, and Chief Executive Officer of
                     Entergy Louisiana, Inc.; President and Chief Executive
                          Officer- Louisiana of Entergy Gulf States, Inc.


Date:     November 11, 2002



                           CERTIFICATIONS

     I, Carolyn C. Shanks, certify that:

1.   I  have reviewed this quarterly report on Form 10-Q of  Entergy
     Mississippi, Inc.;

2.   Based  on  my knowledge, this quarterly report does not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by this  quarterly
     report;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial information included in this quarterly report,  fairly
     present  in  all  material  respects  the  financial  condition,
     results  of operations and cash flows of the registrant  as  of,
     and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrant and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that  material information relating to the registrant, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrant's  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrant's
     auditors  and  the  audit  committee of  registrant's  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrant's auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrant's internal controls; and

6.   The  registrant's other certifying officers and I have indicated
     in  this  quarterly report whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.



                                   /s/ Carolyn C. Shanks
                                      Carolyn C. Shanks
                            Chairman, President, and Chief Executive Officer,
                                   Entergy Mississippi, Inc.

Date:     November 11, 2002


                           CERTIFICATIONS

     I, Daniel F. Packer, certify that:

1.   I  have reviewed this quarterly report on Form 10-Q of  Entergy
     New Orleans, Inc.;

2.   Based  on  my knowledge, this quarterly report does not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by this  quarterly
     report;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial information included in this quarterly report,  fairly
     present  in  all  material  respects  the  financial  condition,
     results  of operations and cash flows of the registrant  as  of,
     and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrant and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that  material information relating to the registrant, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrant's  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrant's
     auditors  and  the  audit  committee of  registrant's  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrant's auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrant's internal controls; and

6.   The  registrant's other certifying officers and I have indicated
     in  this  quarterly report whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.



                                   /s/ Daniel F. Packer
                                      Daniel F. Packer
                          Chairman, President, and Chief Executive Officer,
                                     Entergy New Orleans, Inc.

Date:     November 11, 2002


                           CERTIFICATIONS

     I, Jerry W. Yelverton, certify that:

1.   I  have  reviewed this quarterly report on Form 10-Q of  System
     Energy Resources, Inc.;

2.   Based  on  my knowledge, this quarterly report does not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by this  quarterly
     report;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial information included in this quarterly report,  fairly
     present  in  all  material  respects  the  financial  condition,
     results  of operations and cash flows of the registrant  as  of,
     and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrant and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that  material information relating to the registrant, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrant's  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrant's
     auditors  and  the  audit  committee of  registrant's  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrant's auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrant's internal controls; and

6.   The  registrant's other certifying officers and I have indicated
     in  this  quarterly report whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.



                                   /s/ Jerry W. Yelverton
                                      Jerry W. Yelverton
                        Chairman, President, and Chief Executive Officer,
                                    System Energy Resources, Inc.

Date:     November 11, 2002


                           CERTIFICATIONS

     I, Theodore H. Bunting, Jr., certify that:

1.   I  have reviewed these quarterly reports on Form 10-Q of Entergy
     Arkansas,  Inc.,  Entergy Gulf States, Inc., Entergy  Louisiana,
     Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc.;

2.   Based  on  my knowledge, these quarterly reports do not  contain
     any  untrue  statement of a material fact or  omit  to  state  a
     material fact necessary to make the statements made, in light of
     the  circumstances under which such statements  were  made,  not
     misleading with respect to the period covered by these quarterly
     reports;

3.   Based  on  my  knowledge, the financial  statements,  and  other
     financial  information  included  in  these  quarterly  reports,
     fairly present in all material respects the financial condition,
     results of operations and cash flows of the registrants  as  of,
     and for, the periods presented in these quarterly reports;

4.   The registrants' other certifying officers and I are responsible
     for   establishing  and  maintaining  disclosure  controls   and
     procedures (as defined in Exchange Act Rules 13a-14 and  15d-14)
     for the registrants and we have:

     a)  designed such disclosure controls and procedures  to  ensure
     that material information relating to the registrants, including
     its  consolidated subsidiaries, is made known to  us  by  others
     within  those entities, particularly during the period in  which
     this quarterly report is being prepared;

     b)  evaluated  the effectiveness of the registrants'  disclosure
     controls and procedures as of a date within 90 days prior to the
     filing  date  of this quarterly report (the "Evaluation  Date");
     and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   The registrants' other certifying officers and I have disclosed,
     based  on  our  most  recent  evaluation,  to  the  registrants'
     auditors  and  the  audit  committee of  registrants'  board  of
     directors (or persons performing the equivalent function):

     a)  all  significant deficiencies in the design or operation  of
     internal  controls which could adversely affect the registrants'
     ability to record, process, summarize and report financial  data
     and  have  identified for the registrants' auditors any material
     weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role  in   the
     registrants' internal controls; and

6.   The  registrants' other certifying officers and I have indicated
     in these quarterly reports whether or not there were significant
     changes  in  internal controls or in other  factors  that  could
     significantly affect internal controls subsequent to the date of
     our  most  recent  evaluation, including any corrective  actions
     with regard to significant deficiencies and material weaknesses.



                               /s/ Theodore H. Bunting, Jr.
                                   Theodore H. Bunting, Jr.
                          Vice President and Chief Financial Officer,
                      Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
                      Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
                                Entergy New Orleans, Inc.

Date:     November 11, 2002