FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
(Mark One)
  X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended June 30, 1995

          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                    13-5550175
                (a Delaware corporation)               
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                                 
1-10764         ARKANSAS POWER & LIGHT COMPANY         71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                                 
1-2703          GULF STATES UTILITIES COMPANY          74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                                 
1-8474          LOUISIANA POWER & LIGHT COMPANY        72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                                 
0-320           MISSISSIPPI POWER & LIGHT COMPANY      64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 969-2311               
                                                                 
0-5807          NEW ORLEANS PUBLIC SERVICE INC.        72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 569-4000               
                                                                 
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 368-5000               


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

Yes     X      No

Common Stock Outstanding           Outstanding at July 31, 1995
Entergy Corporation    ($0.01 par value)     227,749,167


                                
              ENTERGY CORPORATION AND SUBSIDIARIES
             INDEX TO QUARTERLY REPORT ON FORM 10-Q
                          June 30, 1995

                                                         Page
                                                        Number

Definitions                                                1
Financial Statements:
  Entergy Corporation and Subsidiaries:
    Statements of Consolidated Income                      3
    Statements of Consolidated Cash Flows                  4
    Consolidated Balance Sheets                            6
  Arkansas Power & Light Company:
    Statements of Income                                   8
    Statements of Cash Flows                               9
    Balance Sheets                                        10
  Gulf States Utilities Company:
    Statements of Income                                  12
    Statements of Cash Flows                              13
    Balance Sheets                                        14
  Louisiana Power & Light Company:
    Statements of Income                                  16
    Statements of Cash Flows                              17
    Balance Sheets                                        18
  Mississippi Power & Light Company:
    Statements of Income                                  20
    Statements of Cash Flows                              21
    Balance Sheets                                        22
  New Orleans Public Service Inc.:
    Statements of Income                                  24
    Statements of Cash Flows                              25
    Balance Sheets                                        26
  System Energy Resources, Inc.:
    Statements of Income                                  28
    Statements of Cash Flows                              29
    Balance Sheets                                        30
Notes to Financial Statements                             32
Management's Financial Discussion and Analysis            45
Part II:
  Item 1.  Legal Proceedings                              69
  Item 4.  Submission of Matters to a Vote of
     Security Holders                                     70
  Item 5.  Other Information                              71
  Item 6.  Exhibits and Reports on Form 8-K               75
Experts                                                   77
Signature                                                 78


This   combined  Form  10-Q  is  separately  filed   by   Entergy
Corporation,  Arkansas  Power  &  Light  Company,   Gulf   States
Utilities  Company, Louisiana Power & Light Company,  Mississippi
Power  &  Light  Company, New Orleans Public  Service  Inc.,  and
System  Energy  Resources,  Inc.   Information  contained  herein
relating  to any individual company is filed by such  company  on
its  own  behalf, and no company makes any representation  as  to
information relating to the other companies.  This combined  Form
10-Q  supplements and updates the Form 10-K for the calendar year
ended  December 31, 1994, and the Form 10-Q for the quarter ended
March 31, 1995, filed by the individual registrants with the  SEC
and should be read in conjunction therewith.

                           DEFINITIONS

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

   Abbreviation or Acronym        Term

ALJ                      Administrative Law Judge
ANO                      Arkansas   Nuclear  One  Steam  Electric
                         Generating Station
ANO 1                    Unit No. 1 of ANO
ANO 2                    Unit No. 2 of ANO
AP&L                     Arkansas Power & Light Company
APSC                     Arkansas Public Service Commission
Availability Agreement   Agreement, dated as of June 21, 1974, as
                         amended,  among System Energy and  AP&L,
                         LP&L,   MP&L,   and   NOPSI,   and   the
                         assignments thereof
Capital Funds Agreement  Agreement, dated as of June 21, 1974, as
                         amended,   between  System  Energy   and
                         Entergy Corporation, and the assignments
                         thereof
City of New Orleans or
 City                    New Orleans, Louisiana
Council                  Council  of  the  City of  New  Orleans,
                         Louisiana
D.C. Circuit             United  States Court of Appeals for  the
                         District of Columbia Circuit
Entergy Corporation      Entergy    Corporation,    a    Delaware
                         corporation,   successor   to    Entergy
                         Corporation, a Florida Corporation
Entergy Operations       Entergy  Operations, Inc., a  subsidiary
                         of    Entergy   Corporation   that   has
                         operating responsibility for ANO,  Grand
                         Gulf 1, River Bend, and Waterford 3
Entergy or System        Entergy   Corporation  and  its  various
                         direct and indirect subsidiaries
Entergy Power            Entergy  Power,  Inc., a  subsidiary  of
                         Entergy    Corporation   that    markets
                         capacity   and   energy   from   certain
                         generating facilities to other  parties,
                         principally non-affiliates, for resale
Entergy Services         Entergy Services, Inc.
FERC                     Federal Energy Regulatory Commission
First Quarter Form 10-Q  The combined Quarterly Report on Form 10-
                         Q  for the quarter ended March 31, 1995,
                         of   Entergy,  AP&L,  GSU,  LP&L,  MP&L,
                         NOPSI, and System Energy
Form 10-K                The  combined Annual Report on Form 10-K
                         for the year ended December 31, 1994, of
                         Entergy,  AP&L, GSU, LP&L, MP&L,  NOPSI,
                         and System Energy
G&R Bonds                General  and  Refunding  Mortgage  Bonds
                         issued and issuable by MP&L and NOPSI
Grand Gulf Station       Grand  Gulf  Steam  Electric  Generating
                         Station (nuclear)
Grand Gulf 1             Unit  No.  1  of the Grand Gulf  Station
                         (nuclear)
GSU                      Gulf States Utilities Company (including
                         wholly   owned  subsidiaries  -  Varibus
                         Corporation, GSG&T, Inc., Prudential Oil
                         &  Gas,  Inc., and Southern Gulf Railway
                         Company)
KWH                      Kilowatt-Hour(s)
Least Cost Plan          Least  Cost  Integrated  Resource   Plan
                         (combination of demand- and  supply-side
                         resources  to  be  used  by  Entergy  to
                         satisfy electricity demand)
LP&L                     Louisiana Power & Light Company
LPSC                     Louisiana Public Service Commission
Merger                   The combination transaction, consummated
                         on  December  31,  1993,  by  which  GSU
                         became    a   subsidiary   of    Entergy
                         Corporation   and  Entergy   Corporation
                         became a Delaware Corporation
Money Pool               System  Money Pool, which allows certain
                         System companies to borrow from, or lend
                         to, certain other System companies
MP&L                     Mississippi Power & Light Company
MPSC                     Mississippi Public Service Commission
NOPSI                    New Orleans Public Service Inc.
NRC                      Nuclear Regulatory Commission
Owner Participant        A  corporation that, in connection  with
                         the   Waterford  3  sale  and  leaseback
                         transactions, has acquired a  beneficial
                         interest  in a trust, the Owner  Trustee
                         of  which  is  the owner and  lessor  of
                         undivided interests in Waterford 3
Owner Trustee            Each   institution   and/or   individual
                         acting  as Owner Trustee under  a  trust
                         agreement  with an Owner Participant  in
                         connection   with the Waterford  3  sale
                         and leaseback transactions
PCB                      Polychlorinated biphenyls
PUCT                     Public Utility Commission of Texas
Rate Cap                 The  level of GSU's retail electric base
                         rates in effect at December 31, 1993 for
                         the  Louisiana retail jurisdiction,  and
                         the  level in effect prior to the  Texas
                         Cities  Rate  Settlement for  the  Texas
                         retail  jurisdiction, which may  not  be
                         exceeded  for  the five years  following
                         December 31, 1993
Revised Plan             MP&L's   Grand   Gulf   1-related   rate
                         phase-in  plan, originally  approved  by
                         the   MPSC   in  the  Final   Order   on
                         Rehearing, as modified by the MPSC order
                         issued September 29, 1988, to bring such
                         plan    into   compliance    with    the
                         requirements of SFAS 92
River Bend               River  Bend  Steam  Electric  Generating
                         Station (nuclear), owned 70% by GSU
RUS                      Rural  Utility  Services  (formerly  the
                         Rural Electrification Administration  or
                         "REA")
SEC                      Securities and Exchange Commission
SFAS                     Statement    of   Financial   Accounting
                         Standards   as   promulgated   by    the
                         Financial Accounting Standards Board
System Agreement         Agreement, effective January 1, 1983, as
                         modified,  among  the  System  operating
                         companies  relating to  the  sharing  of
                         generating  capacity  and  other   power
                         resources
System Energy            System Energy Resources, Inc.
System Fuels             System Fuels, Inc.
System operating
 companies               AP&L,   GSU,  LP&L,  MP&L,  and   NOPSI,
                         collectively
System or Entergy        Entergy   Corporation  and  its  various
                         direct and indirect subsidiaries
Waterford 3              Unit  No.  3   of  the  Waterford  Steam
                         Electric Generating Station (nuclear)




                                                                                                   
                     ENTERGY CORPORATION AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED INCOME
         For the Three and Six Months Ended June 30, 1995 and 1994
                                   (Unaudited)
                                                                                                        
                                                         Three Months Ended          Six Months Ended
                                                         1995           1994         1995        1994
                                                               (In Thousands, Except Share Data)
                                                                                                        
Operating Revenues:                                                                                     
  Electric                                            $1,539,160    $1,551,673   $2,833,926   $2,891,925
  Natural gas                                             20,118        22,766       60,788       76,845
  Steam products                                          12,791        11,859       23,423       23,567
                                                      ----------    ----------   ----------   ----------
        Total                                          1,572,069     1,586,298    2,918,137    2,992,337
                                                      ----------    ----------   ----------   ----------                       
Operating Expenses:                                                                                     
  Operation and maintenance:                                                                            
     Fuel, fuel-related expenses, and                                                                   
       gas purchased for resale                          312,803       357,711      601,507      672,439
     Purchased power                                      92,433       109,833      177,992      234,629
     Nuclear refueling outage expenses                    34,167        15,474       50,963       31,219
     Other operation and maintenance                     353,860       367,993      696,895      704,005
  Depreciation, amortization, and decommissioning        169,557       160,856      339,101      321,665
  Taxes other than income taxes                           73,872        70,067      150,468      142,919
  Income taxes                                           111,967        89,753      147,104      123,306
  Amortization of rate deferrals                          89,585        88,676      184,374      182,350
                                                      ----------    ----------   ----------   ----------
        Total                                          1,238,244     1,260,363    2,348,404    2,412,532
                                                      ----------    ----------   ----------   ----------                       
Operating Income                                         333,825       325,935      569,733      579,805
                                                      ----------    ----------   ----------   ----------                       
Other Income (Deductions):                                                                              
  Allowance for equity funds used                                                                       
   during construction                                     2,353         3,135        4,847        6,670
  Miscellaneous - net                                      9,108         6,659       16,278       17,892
  Income taxes                                             1,164        (3,183)        (809)     (11,380)
                                                      ----------    ----------   ----------   ----------
        Total                                             12,625         6,611       20,316       13,182
                                                      ----------    ----------   ----------   ----------                       
Interest Charges:                                                                                       
  Interest on long-term debt                             161,042       165,816      321,673      333,519
  Other interest - net                                     5,662         4,494       14,652        8,197
  Allowance for borrowed funds used                                                                     
   during construction                                    (2,007)       (2,527)      (4,204)      (5,169)
  Preferred and preference dividend requirements of                                                     
   subsidiaries and other                                 19,050        20,426       38,900       41,368
                                                      ----------    ----------   ----------   ----------
        Total                                            183,747       188,209      371,021      377,915
                                                      ----------    ----------   ----------   ----------                       
Net Income                                              $162,703      $144,337     $219,028     $215,072
                                                      ==========    ==========   ==========   ==========                       
Earnings per average common share                          $0.71         $0.63        $0.96        $0.94
Dividends declared per common share                            -             -        $0.90        $0.90
Average number of common shares                                                                         
 outstanding                                         227,747,609   229,440,707  227,582,228  230,010,476
                                                                                                        
See Notes to Financial Statements.                                                                      
                                                                                                        
                                                                   



                                                                                 
         ENTERGY CORPORATION AND SUBSIDIARIES
        STATEMENTS OF CONSOLIDATED CASH FLOWS
   For the Six Months Ended June 30, 1995 and 1994
                     (Unaudited)
                                                                                        
                                                                       1995               1994
                                                                            (In Thousands)
                                                                                  
Operating Activities:                                                                           
  Net income                                                         $219,028           $215,072
  Noncash items included in net income:                                                         
    Change in rate deferrals/excess capacity-net                      162,963            164,750
    Depreciation, amortization, and decommissioning                   339,101            321,665
    Deferred income taxes and investment tax credits                   (1,221)            13,690
    Allowance for equity funds used during construction                (4,847)            (6,670)
    Amortization of deferred revenues                                       -            (14,632)
  Changes in working capital:                                                                   
    Receivables                                                       (91,462)           (62,170)
    Fuel inventory                                                    (37,175)            29,723
    Accounts payable                                                  (74,712)           (50,684)
    Taxes accrued                                                      77,924             27,880
    Interest accrued                                                   (7,924)           (15,542)
    Reserve for rate refund                                             9,971                  -
    Other working capital accounts                                   (150,287)          (143,630)
  Decommissioning trust contributions                                 (12,653)           (11,742)
  Provision for estimated losses and reserves                           6,480             (4,523)
  Other                                                                14,561             45,014
                                                                     --------           --------                           
    Net cash flow provided by operating activities                    449,747            508,201
                                                                     --------           --------                           
Investing Activities:                                                                           
  Construction/capital expenditures                                  (243,061)          (327,154)
  Allowance for equity funds used during construction                   4,847              6,670
  Nuclear fuel purchases                                             (177,776)           (44,994)
  Proceeds from sale/leaseback of nuclear fuel                        210,265             16,144
  Investment in nonregulated/nonutility properties                    (46,243)              (113)
                                                                     --------           --------                           
    Net cash flow used in investing activities                       (251,968)          (349,447)
                                                                     --------           --------                           
Financing Activities:                                                                           
  Proceeds from the issuance of:                                                                
    First mortgage bonds                                                    -             59,410
    General and refunding mortgage bonds                              109,285                  -
    Other long-term debt                                               43,538             43,644
  Retirement of:                                                                                
    First mortgage bonds                                              (96,025)           (85,600)
    General and refunding mortgage bonds                              (44,200)           (45,000)
    Other long-term debt                                              (45,404)           (16,108)
  Premium and expense on refinancing sale/leaseback bonds                   -            (47,602)
  Repurchase of common stock                                                -            (88,796)
  Redemption of preferred stock                                       (26,250)           (26,259)
  Changes in short-term borrowings                                   (103,534)           106,200
  Common stock dividends paid                                        (204,267)          (207,149)
                                                                     --------           --------                            
    Net cash flow used in financing activities                       (366,857)          (307,260)
                                                                     --------           --------                           
Net decrease in cash and cash equivalents                            (169,078)          (148,506)
                                                                                                
Cash and cash equivalents at beginning of period                      613,907            563,749
                                                                     --------           --------                           
Cash and cash equivalents at end of period                           $444,829           $415,243
                                                                     ========           ========            




         ENTERGY CORPORATION AND SUBSIDIARIES
        STATEMENTS OF CONSOLIDATED CASH FLOWS
   For the Six Months Ended June 30, 1995 and 1994
                     (Unaudited)
                                                                                 
                                                             1995           1994
                                                                (In Thousands)
                                                                                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                
  Cash paid during the period for:                                               
    Interest - net of amount capitalized                   $323,218      $336,230
    Income taxes                                            $86,327       $79,097
  Noncash investing and financing activities:                                    
     Capital lease obligations incurred                           -       $24,303
    Change in unrealized appreciation/depreciation of                            
       decommissioning trust assets                         $17,521        $7,477
                                                                                 
                                                                                 
See Notes to Financial Statements.                                               
                                                                                 
                                                      



                                                                            
      ENTERGY CORPORATION AND SUBSIDIARIES
          CONSOLIDATED BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                                    
                                                                1995                 1994
                                                                     (In Thousands)
                       ASSETS                                                       
                                                                           
Utility Plant:                                                                              
  Electric                                                   $21,350,820         $21,184,013
  Plant acquisition adjustment - GSU                             479,822             487,955
  Electric plant under leases                                    668,843             668,846
  Property under capital leases - electric                       155,067             161,950
  Natural gas                                                    166,109             164,013
  Steam products                                                  77,307              77,307
  Construction work in progress                                  529,091             476,816
  Nuclear fuel under capital leases                              330,238             265,520
  Nuclear fuel                                                    37,463              70,147
                                                             -----------         -----------
           Total                                              23,794,760          23,556,567
  Less - accumulated depreciation and amortization             7,958,011           7,639,549
                                                             -----------         -----------
           Utility plant - net                                15,836,749          15,917,018
                                                             -----------         -----------                               
Other Property and Investments:                                                             
  Decommissioning trust funds                                    242,805             207,395
  Other                                                          295,445             240,745
                                                             -----------         -----------
           Total                                                 538,250             448,140
                                                             -----------         -----------                               
Current Assets:                                                                             
  Cash and cash equivalents:                                                                
    Cash                                                         116,109              87,700
    Temporary cash investments - at cost,                                                   
      which approximates market                                  328,720             526,207
                                                             -----------         -----------
           Total cash and cash equivalents                       444,829             613,907
  Special deposits                                                17,447               8,074
  Notes receivable                                                15,929              14,446
  Accounts receivable:                                                                      
    Customer (less allowance for doubtful accounts of                                       
       $6.7 million in 1995 and 1994)                            336,931             336,887
    Other                                                         47,970              66,651
    Accrued unbilled revenues                                    350,709             240,610
  Deferred fuel                                                   28,662                   -
  Fuel inventory                                                 130,386              93,211
  Materials and supplies - at average cost                       380,654             365,956
  Rate deferrals                                                 398,281             380,612
  Prepayments and other                                          123,526              98,811
                                                             -----------         -----------
           Total                                               2,275,324           2,219,165
                                                             -----------         -----------                               
Deferred Debits and Other Assets:                                                           
  Regulatory assets:                                                                        
    Rate deferrals                                             1,275,634           1,451,926
    SFAS 109 regulatory asset - net                            1,417,996           1,417,646
    Unamortized loss on reacquired debt                          228,878             232,420
    Other regulatory assets                                      320,630             316,878
  Long-term receivables                                          277,446             271,097
  Other                                                          339,760             339,201
                                                             -----------         -----------
           Total                                               3,860,344           4,029,168
                                                             -----------         -----------                               
           TOTAL                                             $22,510,667         $22,613,491
                                                             ===========         ===========                      
See Notes to Financial Statements.                                                          
                                                                    



                                                                            
      ENTERGY CORPORATION AND SUBSIDIARIES
          CONSOLIDATED BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                                      
                                                                   1995                 1994
                                                                        (In Thousands)
            CAPITALIZATION AND LIABILITIES                                            
                                                                                              
Capitalization:                                                                               
  Common stock, $.01 par value, authorized 500,000,000                                        
    shares; issued 230,017,485 shares in 1995 and 1994              $2,300              $2,300
  Paid-in capital                                                4,199,643           4,202,134
  Retained earnings                                              2,236,785           2,223,739
  Less - treasury stock (2,268,318 shares in 1995 and                                         
  2,608,908 in 1994)                                                67,270              77,378
                                                               -----------         -----------
           Total common shareholders' equity                     6,371,458           6,350,795
                                                                                              
  Subsidiary's preference stock                                    150,000             150,000
  Subsidiaries' preferred stock:                                                              
   Without sinking fund                                            550,955             550,955
   With sinking fund                                               273,698             299,946
  Long-term debt                                                 7,023,655           7,093,473
                                                               -----------         -----------
           Total                                                14,369,766          14,445,169
                                                               -----------         -----------                               
Other Noncurrent Liabilities:                                                                 
  Obligations under capital leases                                 330,548             273,947
  Other                                                            320,000             310,977
                                                               -----------         -----------
           Total                                                   650,548             584,924
                                                               -----------         -----------                               
Current Liabilities:                                                                          
  Currently maturing long-term debt                                403,060             349,085
  Notes payable                                                     68,333             171,867
  Accounts payable                                                 396,408             471,120
  Customer deposits                                                138,775             134,478
  Taxes accrued                                                    170,502              92,578
  Accumulated deferred income taxes                                 41,342              40,313
  Interest accrued                                                 187,715             195,639
  Dividends declared                                                12,883              13,599
  Deferred fuel cost                                                     -              27,066
  Obligations under capital leases                                 152,730             151,904
  Reserve for rate refund                                           66,943              56,972
  Other                                                            278,743             327,330
                                                               -----------         -----------
           Total                                                 1,917,434           2,031,951
                                                               -----------         -----------                               
Deferred Credits:                                                                             
  Accumulated deferred income taxes                              3,891,164           3,915,138
  Accumulated deferred investment tax credits                      667,289             649,898
  Other                                                          1,014,466             986,411
                                                               -----------         -----------
           Total                                                 5,572,919           5,551,447
                                                               -----------         -----------                               
Commitments and Contingencies (Notes 1 and 2)                                                 
                                                                                              
           TOTAL                                               $22,510,667         $22,613,491
                                                               ===========         ===========                      
See Notes to Financial Statements.                                                            
                                                                     
        


        
               ARKANSAS POWER & LIGHT COMPANY
                    STATEMENTS OF INCOME
 For the Three and Six Months Ended June 30, 1995 and 1994
                         (Unaudited)
                                                                                                                   
                                                                 Three Months Ended                   Six Months Ended
                                                              1995               1994              1995              1994
                                                                                     (In Thousands)
                                                                                                        
Operating Revenues                                          $412,164           $414,901          $751,760          $785,992
                                                            --------           --------          --------          --------
                       
Operating Expenses:                                                                                                        
  Operation and maintenance:                                                                                               
   Fuel and fuel-related expenses                             63,639             67,759           104,806           131,233
   Purchased power                                            84,176             93,427           165,923           184,609
   Nuclear refueling outage expenses                           7,903              8,839            14,870            17,473
   Other operation and maintenance                            85,786             89,372           179,444           169,898
  Depreciation, amortization, and decommissioning             39,602             36,540            78,954            72,258
  Taxes other than income taxes                                9,984              8,508            20,095            17,623
  Income taxes                                                23,813             17,323            21,344            14,918
  Amortization of rate deferrals                              29,894             33,552            67,927            73,725
                                                            --------           --------          --------          --------
        Total                                                344,797            355,320           653,363           681,737
                                                            --------           --------          --------          --------
                                                       
Operating Income                                              67,367             59,581            98,397           104,255
                                                            --------           --------          --------          --------
                                                       
Other Income (Deductions):                                                                                                 
  Allowance for equity funds used                                                                                          
   during construction                                           691                896             1,606             2,050
  Miscellaneous - net                                         10,820             11,997            26,352            24,561
  Income taxes                                                (4,241)            (3,913)          (10,338)           (9,684)
                                                            --------           --------          --------          --------
        Total                                                  7,270              8,980            17,620            16,927
                                                            --------           --------          --------          --------
                                                       
Interest Charges:                                                                                                          
  Interest on long-term debt                                  26,611             26,351            53,544            52,695
  Other interest - net                                           624              1,294             3,740             2,003
  Allowance for borrowed funds used                                                                                        
   during construction                                          (442)              (847)           (1,173)           (1,667)
                                                            --------           --------          --------          --------
        Total                                                 26,793             26,798            56,111            53,031
                                                            --------           --------          --------          --------
                                                       
Net Income                                                    47,844             41,763            59,906            68,151
                                                                                                                           
Preferred Stock Dividend Requirements                                                                                      
 and Other                                                     4,545              4,866             9,106             9,749
                                                            --------           --------          --------          --------
                                                       
Earnings Applicable to Common Stock                          $43,299            $36,897           $50,800           $58,402
                                                            ========           ========          ========          ========
                                                       
See Notes to Financial Statements.                                                                                         
                                                                    
            


            ARKANSAS POWER & LIGHT COMPANY
               STATEMENTS OF CASH FLOWS
   For the Six Months Ended June 30, 1995 and 1994
                     (Unaudited)
                                                                                           
                                                                        1995                1994
                                                                             (In Thousands)
                                                                                     
Operating Activities:                                                                      
  Net income                                                            $59,906             $68,151
  Noncash items included in net income:                                                            
    Change in rate deferrals/excess capacity-net                         61,207              51,782
    Depreciation, amortization, and decommissioning                      78,954              72,258
    Deferred income taxes and investment tax credits                    (10,135)            (20,012)
    Allowance for equity funds used during construction                  (1,606)             (2,050)
  Changes in working capital:                                                                      
    Receivables                                                         (41,124)            (36,401)
    Fuel inventory                                                      (34,626)             27,345
    Accounts payable                                                     33,684             (31,606)
    Taxes accrued                                                        28,691              15,628
    Interest accrued                                                       (759)                (92)
    Other working capital accounts                                       (9,331)            (38,907)
  Decommissioning trust contributions                                    (6,071)             (5,288)
  Provision for estimated losses and reserves                             3,522              (8,224)
  Other                                                                 (21,032)            (12,839)
                                                                       --------             -------               
    Net cash flow provided by operating activities                      141,280              79,745
                                                                       --------             -------                            
Investing Activities:                                                                              
  Construction expenditures                                             (78,692)            (74,778)
  Allowance for equity funds used during construction                     1,606               2,050
  Nuclear fuel purchases                                                (32,874)                  -
  Proceeds from sale/leaseback of nuclear fuel                           32,831                   -
                                                                       --------             -------                            
    Net cash flow used in investing activities                          (77,129)            (72,728)
                                                                       --------             -------                            
Financing Activities:                                                                              
  Proceeds from issuance of other long-term debt                              -              27,992
  Retirement of first mortgage bonds                                    (25,600)               (600)
  Redemption of preferred stock                                          (7,000)             (7,000)
  Changes in short-term borrowings                                      (34,000)             30,246
  Dividends paid:                                                                                  
    Common stock                                                        (40,300)            (39,400)
    Preferred stock                                                      (9,321)             (9,915)
                                                                       --------             -------                             
    Net cash flow provided by (used in) financing activities           (116,221)              1,323
                                                                       --------             -------                            
Net increase (decrease) in cash and cash equivalents                    (52,070)              8,340
                                                                                                   
Cash and cash equivalents at beginning of period                         80,756               1,825
                                                                       --------             -------                            
Cash and cash equivalents at end of period                              $28,686             $10,165
                                                                       ========             =======               
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                  
  Cash paid during the period for:                                                                 
    Interest - net of amount capitalized                                $51,392             $49,205
    Income taxes                                                        $13,843             $28,677
  Noncash investing and financing activities:                                                      
    Capital lease obligations incurred                                        -             $14,626
    Change in unrealized appreciation/depreciation of                                              
     decommissioning trust assets                                       $11,347              $7,210
                                                                                                   
See Notes to Financial Statements.                                                                 
                                                                    
         


         ARKANSAS POWER & LIGHT COMPANY
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                                 
                                                                1995                1994
                                                                     (In Thousands)
                      ASSETS                                                     
                                                                          
Utility Plant:                                                                            
  Electric                                                   $4,352,381         $4,293,097
  Property under capital leases                                  53,412             56,135
  Construction work in progress                                 144,723            136,701
  Nuclear fuel under capital lease                              108,967             94,628
                                                             ----------         ----------
           Total                                              4,659,483          4,580,561
                                                                                          
  Less - accumulated depreciation and amortization            1,781,356          1,710,216
                                                             ----------         ----------
           Utility plant - net                                2,878,127          2,870,345
                                                             ----------         ----------                             
Other Property and Investments:                                                           
  Investment in subsidiary companies - at equity                 11,215             11,215
  Decommissioning trust fund                                    149,969            127,136
  Other - at cost (less accumulated depreciation)                 7,487              4,628
                                                             ----------         ----------
           Total                                                168,671            142,979
                                                             ----------         ----------                             
Current Assets:                                                                           
  Cash and cash equivalents:                                                              
    Cash                                                         10,683              3,737
    Temporary cash investments - at cost,                                                 
      which approximates market:                                                          
        Associated companies                                      2,936              4,713
        Other                                                    15,067             72,306
                                                             ----------         ----------
           Total cash and cash equivalents                       28,686             80,756
  Accounts receivable:                                                                    
    Customer (less allowance for doubtful accounts                                        
     of $2.0 million in 1995 and 1994)                           61,741             53,781
    Associated companies                                         31,119             28,506
    Other                                                         8,130             11,181
    Accrued unbilled revenues                                   117,465             83,863
  Fuel inventory - at average cost                               69,187             34,561
  Materials and supplies - at average cost                       80,837             79,886
  Rate deferrals                                                122,632            113,630
  Deferred excess capacity                                        8,392              8,414
  Prepayments and other                                          16,223             23,867
                                                             ----------         ----------
           Total                                                544,412            518,445
                                                             ----------         ----------                             
Deferred Debits and Other Assets:                                                         
  Regulatory assets:                                                                      
    Rate deferrals                                              294,627            360,496
    Deferred excess capacity                                     15,742             20,060
    SFAS 109 regulatory asset - net                             219,689            227,068
    Unamortized loss on reacquired debt                          55,679             57,344
    Other regulatory assets                                      77,411             68,813
  Other                                                          28,540             26,665
                                                             ----------         ----------
           Total                                                691,688            760,446
                                                             ----------         ----------                             
           TOTAL                                             $4,282,898         $4,292,215
                                                             ==========         ==========

See Notes to Financial Statements.                                                        
                                                                    



                                                                                          
         ARKANSAS POWER & LIGHT COMPANY
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                            
                                                            1995              1994
                                                                (In Thousands)
         CAPITALIZATION AND LIABILITIES                                     
                                                                    
Capitalization:                                                                     
  Common stock, $0.01 par value, authorized                                         
    325,000,000 shares; issued and outstanding                                      
    46,980,196 shares in 1995 and 1994                        $470              $470
  Paid-in capital                                          590,844           590,844
  Retained earnings                                        502,299           491,799
                                                        ----------        ----------
           Total common shareholder's equity             1,093,613         1,083,113
  Preferred stock:                                                                  
    Without sinking fund                                   176,350           176,350
    With sinking fund                                       51,527            58,527
  Long-term debt                                         1,278,691         1,293,879
                                                        ----------        ----------
           Total                                         2,600,181         2,611,869
                                                        ----------        ----------            
Other Noncurrent Liabilities:                                                       
  Obligations under capital leases                         105,426            94,534
  Other                                                     71,757            68,235
                                                        ----------        ----------
           Total                                           177,183           162,769
                                                        ----------        ----------                            
Current Liabilities:                                                                
  Currently maturing long-term debt                         28,175            28,175
  Notes payable                                                667            34,667
  Accounts payable:                                                                 
    Associated companies                                    41,587            17,345
    Other                                                   98,771            89,329
  Customer deposits                                         18,074            17,113
  Taxes accrued                                             73,930            45,239
  Accumulated deferred income taxes                         34,381            25,043
  Interest accrued                                          30,305            31,064
  Dividends declared                                         4,512             4,727
  Co-owner advances                                         42,144            20,639
  Deferred fuel cost                                        14,267            20,254
  Nuclear refueling reserve                                 29,118            37,954
  Obligations under capital leases                          56,909            56,154
  Other                                                     21,965            45,632
                                                        ----------        ----------
           Total                                           494,805           473,335
                                                        ----------        ----------                            
Deferred Credits:                                                                   
  Accumulated deferred income taxes                        836,175           859,558
  Accumulated deferred investment tax credits              115,685           118,548
  Other                                                     58,869            66,136
                                                        ----------        ----------
           Total                                         1,010,729         1,044,242
                                                        ----------        ----------                            
Commitments and Contingencies (Note 1)                                              
                                                                                    
           TOTAL                                        $4,282,898        $4,292,215
                                                        ==========        ==========
See Notes to Financial Statements.                                                  
                                                           



                                                                                                                           
                        GULF STATES UTILITIES COMPANY
                             STATEMENTS OF INCOME
          For the Three and Six Months Ended June 30,1995 and 1994
                                (Unaudited)
                                                                                                                  
                                                                Three Months Ended                   Six Months Ended
                                                             1995               1994              1995               1994
                                                                                   (In Thousands)
                                                                                                      
      
Operating Revenues:                                                                                                       
  Electric                                                 $462,297           $439,015          $841,088          $841,119
  Natural gas                                                 4,521              5,981            14,444            21,827
  Steam products                                             12,791             11,859            23,423            23,567
                                                           --------           --------          --------          --------
        Total                                               479,609            456,855           878,955           886,513
                                                           --------           --------          --------          --------
                                                      
Operating Expenses:                                                                                                       
  Operation and maintenance:                                                                                              
    Fuel, fuel-related expenses, and                                                                                      
     gas purchased for resale                               126,908            119,341           241,829           238,359
    Purchased power                                          41,117             54,839            84,724           115,059
    Nuclear refueling outage expenses                         2,743              2,520             5,774             5,040
    Other operation and maintenance                         105,273            103,512           203,627           205,562
  Depreciation, amortization, and decommissioning            50,392             49,209           100,731            97,076
  Taxes other than income taxes                              24,752              9,664            50,131            34,010
  Income taxes                                               23,140             17,573            22,978            16,752
  Amortization of rate deferrals                             16,506             16,840            33,012            32,737
                                                           --------           --------          --------          --------
        Total                                               390,831            373,498           742,806           744,595
                                                           --------           --------          --------          --------
                                                      
Operating Income                                             88,778             83,357           136,149           141,918
                                                           --------           --------          --------          --------
                                                      
Other Income (Deductions):                                                                                                
  Allowance for equity funds used                                                                                         
    during construction                                         266                379               517               639
  Miscellaneous - net                                         5,696              4,085            11,610             8,233
  Income taxes                                               (2,164)            (2,211)           (3,029)           (4,183)
                                                           --------           --------          --------          --------
        Total                                                 3,798              2,253             9,098             4,689
                                                           --------           --------          --------          --------
                                                      
Interest Charges:                                                                                                         
  Interest on long-term debt                                 48,357             48,770            96,627            97,750
  Other interest - net                                        1,083              4,057             2,093             5,237
  Allowance for borrowed funds used                                                                                       
    during construction                                        (217)              (301)             (461)             (507)
                                                           --------           --------          --------          --------
        Total                                                49,223             52,526            98,259           102,480
                                                           --------           --------          --------          --------
                                                      
Net Income                                                   43,353             33,084            46,988            44,127
                                                                                                                          
Preferred and Preference Stock                                                                                            
  Dividend Requirements and Other                             7,426              7,529            15,016            14,936
                                                           --------           --------          --------          --------
                                                      
Earnings Applicable to Common Stock                         $35,927            $25,555           $31,972           $29,191
                                                           ========           ========          ========          ======== 
                                                      
See Notes to Financial Statements.                                                                                        
                                                                    



                                                                                 
            GULF STATES UTILITIES COMPANY
               STATEMENTS OF CASH FLOWS
   For the Six Months Ended June 30, 1995 and 1994
                     (Unaudited)
                                                                                          
                                                                        1995                 1994
                                                                             (In Thousands)
                                                                                      
Operating Activities:                                                                     
  Net income                                                           $46,988              $44,127
  Noncash items included in net income:                                                            
    Change in rate deferrals                                            33,012               32,737
    Depreciation, amortization, and decommissioning                    101,113               97,076
    Deferred income taxes and investment tax credits                    25,403               19,454
    Allowance for equity funds used during construction                   (517)                (639)
  Changes in working capital:                                                                      
    Receivables                                                         (7,940)             (29,924)
    Fuel inventory                                                      (1,894)              (4,484)
    Accounts payable                                                   (34,007)              10,436
    Taxes accrued                                                       24,832                8,655
    Interest accrued                                                    (9,334)              (3,044)
    Reserve for rate refund                                              2,381                    -
    Other working capital accounts                                     (87,395)             (37,366)
  Decommissioning trust contributions                                   (1,478)              (1,478)
  Other                                                                  9,186                3,127
                                                                      --------             --------                             
    Net cash flow provided by operating activities                     100,350              138,677
                                                                      --------             --------                              
Investing Activities:                                                                              
  Construction expenditures                                            (53,779)             (68,109)
  Allowance for equity funds used during construction                      517                  639
  Nuclear fuel purchases                                                     -              (16,145)
  Proceeds from sale/leaseback of nuclear fuel                               -               16,145
                                                                      --------             --------                              
    Net cash flow used in investing activities                         (53,262)             (67,470)
                                                                      --------             --------                              
Financing Activities:                                                                              
  Proceeds from the issuance of other long-term debt                     2,277                    -
  Redemption of preferred stock                                         (2,250)              (2,250)
  Dividends paid:                                                                                  
    Common stock                                                             -             (183,600)
    Preferred and preference stock                                     (14,917)             (14,831)
                                                                      --------             --------                              
    Net cash flow used in financing activities                         (14,890)            (200,681)
                                                                      --------             --------                              
Net increase (decrease) in cash and cash equivalents                    32,198             (129,474)
                                                                                                   
Cash and cash equivalents at beginning of period                       104,644              261,349
                                                                      --------             --------                              
Cash and cash equivalents at end of period                            $136,842             $131,875
                                                                      ========             ========                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                  
  Cash paid during the period for:                                                                 
    Interest - net of amount capitalized                              $102,618              $96,470
    Income taxes                                                           $77               $7,573
  Noncash investing and financing activities:                                                      
    Capital lease obligations incurred                                       -              $16,145
    Change in unrealized appreciation/depreciation of                                              
      decommissioning trust assets                                      $1,651                ($244)
                                                                                                   
See Notes to Financial Statements.                                                                 
                                                                    



                                                                            
         GULF STATES UTILITIES COMPANY
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                               
                                                             1995               1994
                                                                 (In Thousands)
                      ASSETS                                                   
                                                                       
Utility Plant:                                                                         
  Electric                                                $6,886,116         $6,842,726
  Natural gas                                                 44,505             44,505
  Steam products                                              77,307             77,307
  Property under capital leases                               80,977             82,914
  Construction work in progress                              107,934             96,176
  Nuclear fuel under capital leases                           61,225             80,042
                                                          ----------         ----------
           Total                                           7,258,064          7,223,670
  Less - accumulated depreciation and amortization         2,597,889          2,504,826
                                                          ----------         ----------
           Utility plant - net                             4,660,175          4,718,844
                                                          ----------         ----------                             
Other Property and Investments:                                                        
  Decommissioning trust fund                                  25,051             21,309
  Other - at cost (less accumulated depreciation)             36,625             29,315
                                                          ----------         ----------
           Total                                              61,676             50,624
                                                          ----------         ----------                             
Current Assets:                                                                        
  Cash and cash equivalents:                                                           
    Cash                                                       8,454              8,063
    Temporary cash investments - at cost,                                              
      which approximates market:                                                       
        Associated companies                                  18,674              5,085
        Other                                                109,714             91,496
                                                          ----------         ----------
           Total cash and cash equivalents                   136,842            104,644
  Special deposits                                            50,784                332
  Accounts receivable:                                                                 
    Customer (less allowance for doubtful accounts                                     
      of $0.7 million in 1995 and 1994)                      136,858            167,745
    Associated companies                                       8,196             12,732
    Other                                                     17,399             20,706
    Accrued unbilled revenues                                 86,140             39,470
  Deferred fuel costs                                         20,659              6,314
  Accumulated deferred income taxes                           50,448             49,457
  Fuel inventory                                              27,678             25,784
  Materials and supplies - at average cost                   101,390             90,054
  Rate deferrals                                              93,774            100,478
  Prepayments and other                                       16,524             13,422
                                                          ----------         ----------
           Total                                             746,692            631,138
                                                          ----------         ----------                             
Deferred Debits and Other Assets:                                                      
  Regulatory assets:                                                                   
    Rate deferrals                                           468,486            506,974
    SFAS 109 regulatory asset - net                          436,502            426,358
    Unamortized loss on reacquired debt                       64,736             63,994
    Other regulatory assets                                   31,486             35,168
  Long-term receivables                                      277,446            264,752
  Other                                                      147,750            145,609
                                                          ----------         ----------
           Total                                           1,426,406          1,442,855
                                                          ----------         ----------                             
           TOTAL                                          $6,894,949         $6,843,461
                                                          ==========         ==========                    
See Notes to Financial Statements.                                                     
                                                                   



                                                                                       
         GULF STATES UTILITIES COMPANY
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                            
                                                           1995              1994
                                                                (In Thousands)
         CAPITALIZATION AND LIABILITIES                                             
                                                                    
Capitalization:                                                                     
  Common stock, no par value, authorized                                            
    200,000,000 shares; issued and outstanding                                      
    100 shares in 1995 and 1994                           $114,055          $114,055
  Paid-in capital                                        1,152,419         1,152,336
  Retained earnings                                        296,400           264,626
                                                        ----------        ----------
           Total common shareholder's equity             1,562,874         1,531,017
  Preference stock                                         150,000           150,000
  Preferred stock:                                                                  
    Without sinking fund                                   136,444           136,444
    With sinking fund                                       92,687            94,934
  Long-term debt                                         2,300,795         2,318,417
                                                        ----------        ----------
           Total                                         4,242,800         4,230,812
                                                        ----------        ----------                            
Other Noncurrent Liabilities:                                                       
  Obligations under capital leases                         104,959           125,691
  Other                                                     72,985            68,753
                                                        ----------        ----------
           Total                                           177,944           194,444
                                                        ----------        ----------                            
Current Liabilities:                                                                
  Currently maturing long-term debt                         70,425            50,425
  Accounts payable:                                                                 
    Associated companies                                    33,189            31,722
    Other                                                  105,501           140,975
  Customer deposits                                         22,901            22,216
  Taxes accrued                                             37,310            12,478
  Interest accrued                                          45,993            55,327
  Nuclear refueling reserve                                 18,132            10,117
  Obligations under capital leases                          37,234            37,265
  Reserve for rate refund                                   59,353            56,972
  Other                                                     95,103           111,963
                                                        ----------        ----------
           Total                                           525,141           529,460
                                                        ----------        ----------                            
Deferred Credits:                                                                   
  Accumulated deferred income taxes                      1,113,402         1,100,396
  Accumulated deferred investment tax credits              225,442           199,428
  Deferred River Bend finance charges                       70,226            82,406
  Other                                                    539,994           506,515
                                                        ----------        ----------
           Total                                         1,949,064         1,888,745
                                                        ----------        ----------                            
Commitments and Contingencies (Notes 1 and 2)                                       
                                                                                    
           TOTAL                                        $6,894,949        $6,843,461
                                                        ==========        ==========                     
See Notes to Financial Statements.                                                  
                                                                   



                                                                                                   
                      LOUISIANA POWER & LIGHT COMPANY
                           STATEMENTS OF INCOME
        For the Three and Six Months Ended June 30, 1995 and 1994
                                (Unaudited)
                                                                                                
                                                        Three Months Ended         Six Months Ended
                                                       1995           1994         1995        1994
                                                                       (In Thousands)
                                                                                                      
Operating Revenues                                    $406,110      $441,643     $759,106     $825,469
                                                      --------      --------     --------     --------
Operating Expenses:                                                                                   
  Operation and maintenance:                                                                          
    Fuel and fuel-related expenses                      59,551        85,518      111,601      143,626
    Purchased power                                     93,478       101,841      168,473      205,337
    Nuclear refueling outage expenses                    4,516         4,885        9,033        9,476
    Other operation and maintenance                     72,800        86,143      145,338      159,775
  Depreciation, amortization, and decommissioning       38,910        37,451       77,417       74,843
  Taxes other than income taxes                         14,332        13,919       30,048       28,356
  Income taxes                                          29,667        24,313       48,363       41,156
  Amortization of rate deferrals                         6,886         6,887       13,546       13,546
                                                      --------      --------     --------     --------
        Total                                          320,140       360,957      603,819      676,115
                                                      --------      --------     --------     --------
                   
Operating Income                                        85,970        80,686      155,287      149,354
                                                      --------      --------     --------     --------
                   
Other Income (Deductions):                                                                            
  Allowance for equity funds used                                                                     
   during construction                                     539           978        1,103        2,089
  Miscellaneous - net                                      209           130          581          441
  Income taxes                                              37            50           12           40
                                                      --------      --------     --------     --------
        Total                                              785         1,158        1,696        2,570
                                                      --------      --------     --------     --------
                   
Interest Charges:                                                                                     
  Interest on long-term debt                            32,512        32,377       65,084       64,850
  Other interest - net                                   1,660         1,763        3,745        3,075
  Allowance for borrowed funds used                                                                   
   during construction                                    (499)         (649)        (990)      (1,450)
                                                      --------      --------     --------     --------
        Total                                           33,673        33,491       67,839       66,475
                                                      --------      --------     --------     --------                   
Net Income                                              53,082        48,353       89,144       85,449
                                                                                                      
Preferred Stock Dividend Requirements                                                                 
  and Other                                              5,219         5,701       10,810       11,820
                                                      --------      --------     --------     --------                   
Earnings Applicable to Common Stock                    $47,863       $42,652      $78,334      $73,629
                                                      ========      ========     ========     ========                   
See Notes to Financial Statements.                                                                    
                                                                    



                                                                                 
           LOUISIANA POWER & LIGHT COMPANY
               STATEMENTS OF CASH FLOWS
   For the Six Months Ended June 30, 1995 and 1994
                     (Unaudited)
                                                                                
                                                                1995           1994
                                                                   (In Thousands)
                                                                       
Operating Activities:                                                                
  Net income                                                    $89,144       $85,449
  Noncash items included in net income:                                              
    Change in rate deferrals                                     13,546        13,546
    Depreciation, amortization, and decommissioning              77,417        74,843
    Deferred income taxes and investment tax credits            (10,535)       25,253
    Allowance for equity funds used during construction          (1,103)       (2,089)
    Amortization of deferred revenues                                 -       (14,632)
  Changes in working capital:                                                        
    Receivables                                                  (7,873)      (10,807)
    Accounts payable                                              5,084       (15,689)
    Taxes accrued                                                27,686         8,960
    Interest accrued                                             (2,216)       (1,061)
    Other working capital accounts                              (30,279)      (15,707)
  Decommissioning trust contributions                            (2,408)       (2,408)
  Other                                                           1,264         1,464
                                                               --------      --------                       
    Net cash flow provided by operating activities              159,727       147,122
                                                               --------      --------                       
Investing Activities:                                                                
  Construction expenditures                                     (43,559)      (78,552)
  Allowance for equity funds used during construction             1,103         2,089
  Nuclear fuel purchases                                        (40,493)            -
  Proceeds from sale/seaseback of nuclear fuel                   40,493             -
                                                               --------      --------                    
    Net cash flow used in investing activities                  (42,456)      (76,463)
                                                               --------      --------                      
Financing Activities:                                                                
  Retirement of:                                                                     
    First mortgage bonds                                              -       (25,000)
    Other long-term debt                                            (69)          (63)
  Redemption of preferred stock                                  (7,500)       (7,509)
  Changes in short-term borrowings                               (9,344)       22,113
  Dividends paid:                                                                    
    Common stock                                                (86,200)      (48,300)
    Preferred stock                                             (10,743)      (11,638)
                                                               --------      --------                      
    Net cash flow used in financing activities                 (113,856)      (70,397)
                                                               --------      --------                      
Net increase in cash and cash equivalents                         3,415           262
                                                                                     
Cash and cash equivalents at beginning of period                 28,718        33,489
                                                               --------      --------                      
Cash and cash equivalents at end of period                      $32,133       $33,751
                                                               ========      ========                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    
  Cash paid during the period for:                                                   
    Interest - net of amount capitalized                        $67,432       $64,396
    Income taxes                                                $43,623       $18,219
  Noncash investing and financing activities:                                        
   Capital lease obligations incurred                                 -        $9,677
   Change in unrealized appreciation/depreciation of                                 
       decommissioning trust assets                              $1,934          $220
                                                                                     
See Notes to Financial Statements.                                                   
                                                                    



                                                                            
        LOUISIANA POWER & LIGHT COMPANY
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                                  
                                                             1995          1994
                                                               (In Thousands)
                        ASSETS                                              
                                                                  
Utility Plant:                                                                    
  Electric                                                $4,809,009    $4,778,126
  Electric plant under lease                                 229,468       229,468
  Construction work in progress                               96,859        94,791
  Nuclear fuel under capital lease                            70,650        44,238
  Nuclear fuel                                                 6,346         6,420
                                                          ----------    ----------
           Total                                           5,212,332     5,153,043
  Less - accumulated depreciation and amortization         1,666,260     1,600,510
                                                          ----------    ----------
           Utility plant - net                             3,546,072     3,552,533
                                                          ----------    ----------                        
Other Property and Investments:                                                   
  Nonutility property                                         20,060        20,060
  Decommissioning trust fund                                  32,238        27,076
  Investment in subsidiary company - at equity                14,230        14,230
  Other                                                        1,080         1,078
                                                          ----------    ----------
           Total                                              67,608        62,444
                                                          ----------    ----------                        
Current Assets:                                                                   
  Cash and cash equivalents:                                                      
    Cash                                                       2,569             -
    Temporary cash investments - at cost,                                         
      which approximates market                               29,564        28,718
                                                          ----------    ----------
           Total cash and cash equivalents                    32,133        28,718
  Special deposits                                             6,503         3,237
  Accounts receivable:                                                            
    Customer (less allowance for doubtful accounts of                             
      $1.2 million in 1995 and 1994)                          63,093        58,858
    Associated companies                                           -         9,827
    Other                                                     13,691        11,609
    Accrued unbilled revenues                                 74,492        63,109
  Deferred fuel cost                                          15,278             -
  Accumulated deferred income taxes                              312         3,702
  Materials and supplies - at average cost                    92,906        89,692
  Rate deferrals                                              28,422        28,422
  Prepayments and other                                       19,584        25,291
                                                          ----------    ----------
           Total                                             346,414       322,465
                                                          ----------    ----------                        
Deferred Debits and Other Assets:                                                 
  Regulatory assets:                                                              
    Rate deferrals                                            12,063        25,609
    SFAS 109 regulatory asset - net                          374,743       379,263
    Unamortized loss on reacquired debt                       41,557        43,656
    Other regulatory assets                                   24,385        25,736
  Other                                                       25,206        23,733
                                                          ----------    ----------
           Total                                             477,954       497,997
                                                          ----------    ----------                        
           TOTAL                                          $4,438,048    $4,435,439
                                                          ==========    ==========                    
See Notes to Financial Statements.                                                
                                                          



                                                                            
        LOUISIANA POWER & LIGHT COMPANY
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                              
                                                        1995          1994
                                                          (In Thousands)
          CAPITALIZATION AND LIABILITIES                                
                                                              
Capitalization:                                                               
  Common stock, no par value, authorized                                      
    250,000,000 shares; issued and outstanding                                
    165,173,180 shares in 1995 and 1994               $1,088,900    $1,088,900
  Capital stock expense and other                         (5,029)       (5,367)
  Retained earnings                                      105,554       113,420
                                                      ----------    ----------
           Total common shareholder's equity           1,189,425     1,196,953
  Preferred stock:                                                            
    Without sinking fund                                 160,500       160,500
    With sinking fund                                    103,765       111,265
  Long-term debt                                       1,368,399     1,403,055
                                                      ----------    ----------
           Total                                       2,822,089     2,871,773
                                                      ----------    ----------                        
Other Noncurrent Liabilities:                                                 
  Obligations under capital leases                        42,650        16,238
  Other                                                   54,038        54,216
                                                      ----------    ----------
           Total                                          96,688        70,454
                                                      ----------    ----------                        
Current Liabilities:                                                          
  Currently maturing long-term debt                      110,245        75,320
  Notes payable:                                                              
    Associated companies                                     144         7,954
    Other                                                 17,666        19,200
  Accounts payable:                                                           
    Associated companies                                  41,400        20,793
    Other                                                 66,680        82,203
  Customer deposits                                       55,947        54,934
  Taxes accrued                                           25,826        (1,860)
  Interest accrued                                        40,771        42,987
  Dividends declared                                       5,217         5,489
  Deferred fuel cost                                           -        13,983
  Obligations under capital leases                        28,000        28,000
  Other                                                   18,898        20,156
                                                      ----------    ----------
           Total                                         410,794       369,159
                                                      ----------    ----------                        
Deferred Credits:                                                             
  Accumulated deferred income taxes                      869,019       883,945
  Accumulated deferred investment tax credits            148,404       151,259
  Deferred interest - Waterford 3 lease obligation        26,345        26,000
  Other                                                   64,709        62,849
                                                      ----------    ----------
           Total                                       1,108,477     1,124,053
                                                      ----------    ----------                        
Commitments and Contingencies (Notes 1 and 2)                                 
                                                                              
           TOTAL                                      $4,438,048    $4,435,439
                                                      ==========    ==========                    
See Notes to Financial Statements.                                            
                                                            



                                                                                                   
                         MISSISSIPPI POWER & LIGHT COMPANY
                               STATEMENTS OF INCOME
           For the Three and Six Months Ended June 30, 1995 and 1994
                                   (Unaudited)
                                                                                                               
                                                            Three Months Ended                   Six Months Ended
                                                          1995              1994              1995               1994
                                                                                (In Thousands)
                                                                                                      
Operating Revenues                                      $240,310          $229,790          $433,634           $417,207
                                                        --------          --------          --------           --------
                                       
Operating Expenses:                                                                                                    
  Operation and maintenance:                                                                                           
    Fuel and fuel-related expenses                        37,741            41,818            67,874             64,613
    Purchased power                                       70,966            58,558           128,010            122,880
    Other operation and maintenance                       39,937            40,643            72,155             77,216
  Depreciation and amortization                            9,338             9,051            18,735             17,757
  Taxes other than income taxes                           10,494            10,460            21,083             20,736
  Income taxes                                            10,731            10,628            14,094             11,853
  Amortization of rate deferrals                          28,311            24,804            56,621             49,609
                                                        --------          --------          --------           -------- 
        Total                                            207,518           195,962           378,572            364,664
                                                        --------          --------          --------           --------
                                                    
Operating Income                                          32,792            33,828            55,062             52,543
                                                        --------          --------          --------           --------
                                                    
Other Income (Deductions):                                                                                             
  Allowance for equity funds used                                                                                      
   during construction                                       269               445               528              1,021
  Miscellaneous - net                                        796               158               857                252
  Income taxes                                              (305)              (61)             (328)               (97)    
                                                        --------          --------          --------           --------
        Total                                                760               542             1,057              1,176
                                                        --------          --------          --------           --------
                                                    
Interest Charges:                                                                                                      
  Interest on long-term debt                              11,856            11,614            22,948             24,117
  Other interest - net                                     1,352             1,389             3,258              2,353
  Allowance for borrowed funds used                                                                                    
   during construction                                      (234)             (286)             (439)              (653)
                                                        --------          --------          --------           -------- 
        Total                                             12,974            12,717            25,767             25,817
                                                        --------          --------          --------           --------
                                                    
Net Income                                                20,578            21,653            30,352             27,902
                                                                                                                       
Preferred Stock Dividend Requirements                                                                                  
 and Other                                                 1,544             1,955             3,251              4,030
                                                        --------          --------          --------           --------
                                                    
Earnings Applicable to Common Stock                      $19,034           $19,698           $27,101            $23,872
                                                        ========          ========          ========           ========
                                                    
See Notes to Financial Statements.                                                                                     
                                                      



                                                                                 
          MISSISSIPPI POWER & LIGHT COMPANY
               STATEMENTS OF CASH FLOWS
   For the Six Months Ended June 30, 1995 and 1994
                     (Unaudited)
                                                                                         
                                                                      1995                 1994
                                                                            (In Thousands)
                                                                                    
Operating Activities:                                                                            
  Net income                                                          $30,352             $27,902
  Noncash items included in net income:                                                          
    Change in rate deferrals                                           29,566              44,127
    Depreciation and amortization                                      18,735              17,757
    Deferred income taxes and investment tax credits                   (7,196)             (7,288)
    Allowance for equity funds used during construction                  (528)             (1,021)
  Changes in working capital:                                                                    
    Receivables                                                       (19,922)            (12,733)
    Fuel inventory                                                     (4,448)              4,110
    Accounts payable                                                   23,540              13,367
    Taxes accrued                                                      (4,239)               (239)
    Interest accrued                                                      903              (4,217)
    Other working capital accounts                                     (3,864)             (4,002)
  Other                                                                11,856              (4,311)
                                                                     --------            --------                           
    Net cash flow provided by operating activities                     74,755              73,452
                                                                     --------            --------                            
Investing Activities:                                                                            
  Construction expenditures                                           (34,388)            (80,224)
  Allowance for equity funds used during construction                     528               1,021
                                                                     --------            --------                            
    Net cash flow used in investing activities                        (33,860)            (79,203)
                                                                     --------            --------                            
Financing Activities:                                                                            
  Proceeds from the issuance of:                                                                 
    General and refunding bonds                                        79,480                   -
    Other long-term debt                                                    -              15,652
  Retirement of:                                                                                 
    General and refunding bonds                                       (20,000)            (30,000)
    First mortgage bonds                                              (20,000)                  -
    Other long-term debt                                                  (15)            (16,045)
  Redemption of preferred stock                                        (8,000)             (8,000)
  Changes in short-term borrowings                                    (30,000)             49,354
  Dividends paid:                                                                                
    Common stock                                                      (16,400)             (8,800)
    Preferred stock                                                    (3,343)             (4,054)
                                                                     --------            --------                            
    Net cash flow used in financing activities                        (18,278)             (1,893)
                                                                     --------            --------                            
Net increase (decrease) in cash and cash equivalents                   22,617              (7,644)
                                                                                                 
Cash and cash equivalents at beginning of period                        9,598               7,999
                                                                     --------            --------                            
Cash and cash equivalents at end of period                            $32,215                $355
                                                                     ========            ========                            
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                
  Cash paid during the period for:                                                               
    Interest - net of amount capitalized                              $24,066             $29,113
    Income taxes                                                      $15,431              $8,577
                                                                                                 
See Notes to Financial Statements.                                                               
                                                                   



                                                                            
       MISSISSIPPI POWER & LIGHT COMPANY
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                                    
                                                                 1995                1994
                                                                      (In Thousands)
                        ASSETS                                                      
                                                                            
Utility Plant:                                                                              
  Electric                                                    $1,496,932          $1,475,322
  Construction work in progress                                   78,495              67,119
                                                              ----------          ----------
           Total                                               1,575,427           1,542,441
  Less - accumulated depreciation and amortization               599,463             582,514
                                                              ----------          ----------
           Utility plant - net                                   975,964             959,927
                                                              ----------          ----------                              
Other Property and Investments:                                                             
  Investment in subsidiary company - at equity                     5,531               5,531
  Other                                                            5,619               5,624
                                                              ----------          ----------
           Total                                                  11,150              11,155
                                                              ----------          ----------                              
Current Assets:                                                                             
  Cash and cash equivalents:                                                                
    Cash                                                           3,434               5,080
    Temporary cash investments - at cost,                                                   
      which approximates market                                                             
     Associated companies                                          4,694                 276
     Other                                                        24,087               4,242
                                                              ----------          ----------
           Total cash and cash equivalents                        32,215               9,598
  Accounts receivable:                                                                      
    Customer (less allowance for doubtful accounts of                                       
      $2.1 million in 1995 and 1994)                              46,335              37,501
    Associated companies                                           2,390               4,680
    Other                                                          1,852               2,789
    Accrued unbilled revenues                                     54,187              39,873
  Fuel inventory - at average cost                                 9,228               4,780
  Materials and supplies - at average cost                        22,814              20,642
  Rate deferrals                                                 119,637             106,538
  Prepayments and other                                           15,657              10,672
                                                              ----------          ----------
            Total                                                304,315             237,073
                                                              ----------          ----------                              
Deferred Debits and Other Assets:                                                           
  Regulatory assets:                                                                        
    Rate deferrals                                               343,055             385,720
    Unamortized loss on reacquired debt                            9,868              10,488
    Other regulatory assets                                        9,097              10,168
  Long-term receivable                                                 -               6,345
  Other                                                            7,075               8,569
                                                              ----------          ----------
            Total                                                369,095             421,290
                                                              ----------          ----------                              
            TOTAL                                             $1,660,524          $1,629,445
                                                              ==========          ==========                    
See Notes to Financial Statements.                                                          
                                                               



                                                                            
       MISSISSIPPI POWER & LIGHT COMPANY
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                             
                                                             1995               1994
                                                                 (In Thousands)
         CAPITALIZATION AND LIABILITIES                                               
                                                                        
Capitalization:                                                                       
  Common stock, no par value, authorized                                              
    15,000,000 shares; issued and outstanding                                         
    8,666,357 shares in 1995 and 1994                      $199,326           $199,326
  Capital stock expense and other                            (1,661)            (1,762)
  Retained earnings                                         242,712            232,011
                                                         ----------         ----------
            Total common shareholder's equity               440,377            429,575
  Preferred stock:                                                                    
    Without sinking fund                                     57,881             57,881
    With sinking fund                                        23,770             31,770
  Long-term debt                                            530,311            475,233
                                                         ----------         ----------
            Total                                         1,052,339            994,459
                                                         ----------         ----------                             
Other Noncurrent Liabilities:                                                         
  Obligations under capital leases                              485                552
  Other                                                      11,522              8,984
                                                         ----------         ----------
            Total                                            12,007              9,536
                                                         ----------         ----------                             
Current Liabilities:                                                                  
  Currently maturing long-term debt                          50,965             65,965
  Notes payable                                                   -             30,000
  Accounts payable:                                                                   
    Associated companies                                     25,207              2,350
    Other                                                    30,888             30,205
  Customer deposits                                          23,812             22,793
  Taxes accrued                                              16,582             20,821
  Accumulated deferred income taxes                          52,249             47,515
  Interest accrued                                           21,280             20,377
  Dividends declared                                          1,433              1,626
  Other                                                      30,965             28,692
                                                         ----------         ----------
            Total                                           253,381            270,344
                                                         ----------         ----------                             
Deferred Credits:                                                                     
  Accumulated deferred income taxes                         292,018            301,288
  Accumulated deferred investment tax credits                28,753             29,528
  SFAS 109 regulatory liability - net                        11,213             13,099
  Other                                                      10,813             11,191
                                                         ----------         ----------
            Total                                           342,797            355,106
                                                         ----------         ----------                             
Commitments and Contingencies (Notes 1 and 2)                                         
                                                                                      
            TOTAL                                        $1,660,524         $1,629,445
                                                         ==========         ==========                    
See Notes to Financial Statements.                                                    
                                                                     



                                                                                                   
                         NEW ORLEANS PUBLIC SERVICE INC.
                               STATEMENTS OF INCOME
            For the Three and Six Months Ended June 30, 1995 and 1994
                                  (Unaudited)
                                                                                              
                                                    Three Months Ended          Six Months Ended
                                                     1995        1994           1995         1994
                                                                    (In Thousands)
                                                                                                   
Operating Revenues:                                                                                
  Electric                                          $97,070     $107,617      $175,210     $186,472
  Natural gas                                        15,596       16,785        46,342       55,018
                                                    -------     --------      --------     --------
        Total                                       112,666      124,402       221,552      241,490
                                                    -------     --------      --------     --------
               
Operating Expenses:                                                                                
  Operation and maintenance:                                                                       
    Fuel, fuel-related expenses,                                                                   
     and gas purchased for resale                    14,461       26,044        45,439       59,959
    Purchased power                                  44,245       35,209        73,927       72,941
    Other operation and maintenance                  17,162       20,289        33,915       39,960
  Depreciation and amortization                       4,786        4,743         9,614        9,453
  Taxes other than income taxes                       6,607        6,877        13,834       13,931
  Income taxes                                        4,920        7,555         8,195        8,174
 Amortization of rate deferrals                       7,985        5,805        13,265       12,733
                                                    -------     --------      --------     --------
        Total                                       100,166      106,522       198,189      217,151
                                                    -------     --------      --------     --------
               
Operating Income                                     12,500       17,880        23,363       24,339
                                                    -------     --------      --------     --------               
Other Income (Deductions):                                                                         
  Allowance for equity funds used                                                                  
    during construction                                  35          124            61          237
  Miscellaneous - net                                    73          474           489          984
  Income taxes                                          (28)        (184)         (188)        (709)
                                                    -------     --------      --------     --------
        Total                                            80          414           362          512
                                                    -------     --------      --------     --------               
Interest Charges:                                                                                  
  Interest on long-term debt                          3,544        4,268         7,873        8,809
  Other interest - net                                  375          306           967          593
  Allowance for borrowed funds used                                                                
    during construction                                 (27)         (92)          (48)        (176)
                                                    -------     --------      --------     --------
        Total                                         3,892        4,482         8,792        9,226
                                                    -------     --------      --------     --------                
Net Income                                            8,688       13,812        14,933       15,625
                                                                                                   
Preferred Stock Dividend Requirements                                                              
  and Other                                             317          375           717          833
                                                    -------     --------      --------     --------
               
Earnings Applicable to Common Stock                  $8,371      $13,437       $14,216      $14,792
                                                    =======     ========      ========     ========
               
See Notes to Financial Statements.                                    
                                                                     



                                                                                 
           NEW ORLEANS PUBLIC SERVICE INC.
               STATEMENTS OF CASH FLOWS
   For the Six Months Ended June 30, 1995 and 1994
                     (Unaudited)
                                                                                
                                                                1995           1994
                                                                   (In Thousands)
                                                                       
Operating Activities:                                                                
  Net income                                                    $14,933       $15,625
  Noncash items included in net income:                                              
    Change in rate deferrals                                     13,452        10,379
    Depreciation and amortization                                 9,614         9,453
    Deferred income taxes and investment tax credits             (1,202)      (10,899)
    Allowance for equity funds used during construction             (61)         (237)
  Changes in working capital:                                                        
    Receivables                                                  (7,972)        2,842
    Accounts payable                                             13,145        (3,801)
    Taxes accrued                                                  (999)        7,173
    Interest accrued                                               (594)         (679)
    Income tax refund                                               704             -
    Other working capital accounts                              (16,015)        8,180
  Other                                                         (10,465)        3,752
                                                                -------       -------               
    Net cash flow provided by operating activities               14,540        41,788
                                                                -------       -------                     
Investing Activities:                                                                
  Construction expenditures                                      (8,738)      (10,855)
  Allowance for equity funds used during construction                61           237
                                                                -------       -------                     
    Net cash flow used in investing activities                   (8,677)      (10,618)
                                                                -------       -------                     
Financing Activities:                                                                
  Proceeds from the issuance of general                                              
    and refunding bonds                                          29,805             -
  Retirement of general and refunding bonds                     (24,200)      (15,000)
  Redemption of preferred stock                                  (1,500)       (1,500)
  Dividends paid:                                                                    
    Common stock                                                 (5,800)       (1,400)
    Preferred stock                                                (775)         (845)
                                                                -------       -------                     
   Net cash flow used in financing activities                    (2,470)      (18,745)
                                                                -------       -------                     
Net increase in cash and cash equivalents                         3,393        12,425
                                                                                     
Cash and cash equivalents at beginning of period                  8,031        43,317
                                                                -------       -------                     
Cash and cash equivalents at end of period                      $11,424       $55,742
                                                                =======       =======              
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    
  Cash paid during the period for:                                                   
    Interest - net of amount capitalized                         $9,056        $9,663
    Income taxes                                                $10,465       $12,671
                                                                                     
See Notes to Financial Statements.                                                   
                                                          



                                                                            
        NEW ORLEANS PUBLIC SERVICE INC.
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                           
                                                             1995          1994
                                                               (In Thousands)
                       ASSETS                                              
                                                                   
Utility Plant:                                                                   
  Electric                                                 $474,746      $470,560
  Natural gas                                               121,604       119,508
  Construction work in progress                               9,761         7,284
                                                           --------      --------
           Total                                            606,111       597,352
  Less - accumulated depreciation and amortization          326,669       319,576
                                                           --------      --------
           Utility plant - net                              279,442       277,776
                                                           --------      --------                      
Other Investments:                                                               
  Investment in subsidiary company - at equity                3,259         3,259
                                                           --------      --------                      
Current Assets:                                                                  
  Cash and cash equivalents:                                                     
    Cash                                                      1,815           849
    Temporary cash investments - at cost,                                        
      which approximates market:                                                 
        Associated companies                                  1,567         2,472
        Other                                                 8,042         4,710
                                                           --------      --------
           Total cash and cash equivalents                   11,424         8,031
  Accounts receivable:                                                           
    Customer (less allowance for doubtful accounts of                            
      $0.8 million in 1995 and 1994)                         28,903        23,938
    Associated companies                                      2,844         3,503
    Other                                                       136           600
    Accrued unbilled revenues                                18,425        14,295
  Deferred electric fuel and resale gas costs                 6,992           856
  Materials and supplies - at average cost                    9,836         9,676
  Rate deferrals                                             33,815        31,544
  Income tax receivable                                      19,468        20,172
  Prepayments and other                                      11,013         5,636
                                                           --------      --------
           Total                                            142,856       118,251
                                                           --------      --------                      
Deferred Debits and Other Assets:                                                
  Regulatory assets:                                                             
    Rate deferrals                                          157,404       173,127
    SFAS 109 regulatory asset - net                           9,281         8,792
    Unamortized loss on reacquired debt                       2,147         2,361
    Other regulatory assets                                   5,647         5,647
  Other                                                       3,833         3,681
                                                           --------      --------
           Total                                            178,312       193,608
                                                           --------      --------                      
           TOTAL                                           $603,869      $592,894
                                                           ========      ========                
See Notes to Financial Statements.                                               
                                                           



                                                                      
        NEW ORLEANS PUBLIC SERVICE INC.
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                            
                                                              1995          1994
                                                                 (In Thousands)
            CAPITALIZATION AND LIABILITIES                                  
                                                                     
Capitalization:                                                                   
  Common stock, $4 par value, authorized                                          
    10,000,000 shares; issued and outstanding                                     
    8,435,900 shares in 1995 and 1994                        $33,744       $33,744
  Paid-in capital                                             36,247        36,201
  Retained earnings subsequent to the elimination of                              
    the accumulated deficit on November 30, 1988              87,302        78,886
                                                            --------      --------
           Total common shareholder's equity                 157,293       148,831
  Preferred stock:                                                                
    Without sinking fund                                      19,780        19,780
    With sinking fund                                          1,950         3,450
  Long-term debt                                             155,935       164,160
                                                            --------      --------
           Total                                             334,958       336,221
                                                            --------      --------                      
Other Noncurrent Liabilities:                                                     
  Accumulated provision for losses                            17,144        17,318
  Other                                                          171         1,745
                                                            --------      --------
           Total                                              17,315        19,063
                                                            --------      --------                      
Current Liabilities:                                                              
  Currently maturing long-term debt                           38,250        24,200
  Accounts payable:                                                               
    Associated companies                                      15,830         6,456
    Other                                                     23,274        19,503
  Customer deposits                                           18,041        17,422
  Accumulated deferred income taxes                            5,472         4,925
  Taxes accrued                                                1,330         2,329
  Interest accrued                                             4,648         5,242
  Other                                                       15,021        19,982
                                                            --------      --------
           Total                                             121,866       100,059
                                                            --------      --------                      
Deferred Credits:                                                                 
  Accumulated deferred income taxes                           88,304        89,246
  Accumulated deferred investment tax credits                  8,933         9,251
  Other                                                       32,493        39,054
                                                            --------      --------
           Total                                             129,730       137,551
                                                            --------      --------                      
Commitments and Contingencies (Note 1)                                            
                                                                                  
           TOTAL                                            $603,869      $592,894
                                                            ========      ========                
See Notes to Financial Statements.                                                
                                                                    



                                                                                                   
                          SYSTEM ENERGY RESOURCES, INC.
                              STATEMENTS OF INCOME
             For the Three and Six Months Ended June 30, 1995 and 1994
                                  (Unaudited)
                                                                                                
                                                       Three Months Ended          Six Months Ended
                                                       1995           1994         1995        1994
                                                                       (In Thousands)
                                                                                                      
Operating Revenues                                    $158,632      $151,219     $310,296     $299,066
                                                      --------      --------     --------     -------- 
                   
Operating Expenses:                                                                                   
  Operation and maintenance:                                                                          
    Fuel and fuel-related expenses                       3,561        12,234       15,896       24,221
    Nuclear refueling outage expenses                   19,005             -       21,286            -
    Other operation and maintenance                     23,803        25,951       48,902       47,491
  Depreciation, amortization, and decommissioning       24,535        22,998       49,933       45,967
  Taxes other than income taxes                          7,024         6,645       14,198       13,518
  Income taxes                                          19,414        17,612       38,719       37,748
                                                      --------      --------     --------     --------
        Total                                           97,342        85,440      188,934      168,945
                                                      --------      --------     --------     --------
                   
Operating Income                                        61,290        65,779      121,362      130,121
                                                      --------      --------     --------     --------
                   
Other Income (Deductions):                                                                            
  Allowance for equity funds used                                                                     
   during construction                                     552           312        1,032          634
  Miscellaneous - net                                    1,017         1,517        1,742        2,616
  Income taxes                                             501           681        1,052       (1,039)
                                                      --------      --------     --------     --------
        Total                                            2,070         2,510        3,826        2,211
                                                      --------      --------     --------     --------
                   
Interest Charges:                                                                                     
  Interest on long-term debt                            38,162        40,045       75,596       82,907
  Other interest - net                                   1,984         3,412        4,317        3,424
  Allowance for borrowed funds used                                                                   
   during construction                                    (588)         (380)      (1,092)        (760)
                                                      --------      --------     --------     --------
        Total                                           39,558        43,077       78,821       85,571
                                                      --------      --------     --------     --------                   
Net Income                                             $23,802       $25,212      $46,367      $46,761
                                                      ========      ========     ========     ========
                   
See Notes to Financial Statements.                                                                    
                                                                    



                                                                                 
            SYSTEM ENERGY RESOURCES, INC.
               STATEMENTS OF CASH FLOWS
   For the Six Months Ended June 30, 1995 and 1994
                     (Unaudited)
                                                                                      
                                                                      1995           1994
                                                                         (In Thousands)
                                                                              
Operating Activities:                                                                      
  Net income                                                          $46,367       $46,761
  Noncash items included in net income:                                                    
    Depreciation, amortization, and decommissioning                    49,933        45,967
    Deferred income taxes and investment tax credits                   (7,335)        8,689
    Allowance for equity funds used during construction                (1,032)         (634)
  Changes in working capital:                                                              
    Receivables                                                       (60,206)      (15,093)
    Accounts payable                                                     (181)       13,217
    Taxes accrued                                                      14,062       (10,920)
    Interest accrued                                                    3,127        (6,577)
    Other working capital accounts                                    (22,710)       (5,279)
  Recoverable income taxes                                                  -        26,948
  Decommissioning trust contributions                                  (2,696)       (2,503)
  Other                                                                32,074        12,291
                                                                      -------      --------                     
    Net cash flow provided by operating activities                     51,403       112,867
                                                                      -------      --------                     
Investing Activities:                                                                      
  Construction expenditures                                           (17,178)       (4,280)
  Allowance for equity funds used during construction                   1,032           634
  Nuclear fuel purchases                                              (52,188)          (54)
  Proceeds from sale/leaseback of nuclear fuel                         52,188             -
                                                                      -------      --------                     
    Net cash flow used in investing activities                        (16,146)       (3,700)
                                                                      -------      --------                     
Financing Activities:                                                                      
  Proceeds from the issuance of:                                                           
     First mortgage bonds                                                   -        59,410
     Other long-term debt                                              43,538             -
  Retirement of:                                                                           
     First mortgage bonds                                                   -       (60,000)
     Other long-term debt                                             (45,320)            -
  Premium and expenses paid on refinancing sale/leaseback bonds             -       (47,602)
  Common stock dividends paid                                         (47,600)      (79,300)
                                                                      -------      --------                     
    Net cash flow used in financing activities                        (49,382)     (127,492)
                                                                      -------      --------                     
Net decrease in cash and cash equivalents                             (14,125)      (18,325)
                                                                                           
Cash and cash equivalents at beginning of period                       89,703       196,132
                                                                      -------      --------                     
Cash and cash equivalents at end of period                            $75,578      $177,807
                                                                      =======      ========               
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                          
  Cash paid during the period for:                                                         
    Interest - net of amount capitalized                              $72,647       $88,723
    Income taxes                                                      $23,659        $4,730
  Noncash investing and financing activities:                                              
    Change in unrealized appreciation/depreciation of                                      
       decommissioning trust assets                                    $2,589          $291
                                                                                           
See Notes to Financial Statements.                                                         
                                                                    



                                                                                  
         SYSTEM ENERGY RESOURCES, INC.
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                        
                                                        1995           1994
                                                           (In Thousands)
                      ASSETS                                            
                                                             
Utility Plant:                                                               
  Electric                                           $2,939,364    $2,939,384
  Electric plant under lease                            439,375       439,378
  Construction work in progress                          63,717        46,547
  Nuclear fuel under capital lease                       89,395        46,688
  Nuclear fuel                                                -        26,360
                                                     ----------    ----------
           Total                                      3,531,851     3,498,357
  Less - accumulated depreciation and amortization      803,705       751,717
                                                     ----------    ----------
           Utility plant - net                        2,728,146     2,746,640
                                                     ----------    ----------                        
Other Investments:                                                           
  Decommissioning trust fund                             36,621        30,359
                                                     ----------    ----------                        
Current Assets:                                                              
  Cash and cash equivalents:                                                 
    Cash                                                    155             -
    Temporary cash investments - at cost,                                    
      which approximates market:                                             
        Associated companies                              8,252         5,489
        Other                                            67,171        84,214
                                                     ----------    ----------
           Total cash and cash equivalents               75,578        89,703
  Accounts receivable:                                                       
    Associated companies                                 68,766         7,450
    Other                                                 2,302         3,412
  Materials and supplies - at average cost               68,959        71,991
  Prepayments and other                                  13,704         5,429
                                                     ----------    ----------
           Total                                        229,309       177,985
                                                     ----------    ----------                        
Deferred Debits and Other Assets:                                            
  Regulatory assets:                                                         
    SFAS 109 regulatory asset - net                     388,995       389,264
    Unamortized loss on reacquired debt                  54,891        54,577
    Other regulatory assets                             197,157       199,080
  Other                                                  14,501        15,454
                                                     ----------    ----------
           Total                                        655,544       658,375
                                                     ----------    ----------                        
           TOTAL                                     $3,649,620    $3,613,359
                                                     ==========    ==========                        
See Notes to Financial Statements.                                           
                                                           



                                                                            
         SYSTEM ENERGY RESOURCES, INC.
                 BALANCE SHEETS
      June 30, 1995 and December 31, 1994
                  (Unaudited)
                                                                      
                                                      1995          1994
                                                         (In Thousands)
         CAPITALIZATION AND LIABILITIES                               
                                                            
Capitalization:                                                             
  Common stock, no par value, authorized                                    
    1,000,000 shares; issued and outstanding                                
    789,350 shares in 1995 and 1994                   $789,350      $789,350
  Paid-in capital                                            7             7
  Retained earnings                                     84,448        85,681
                                                    ----------    ----------
           Total common shareholder's equity           873,805       875,038
  Long-term debt                                     1,439,526     1,438,305
                                                    ----------    ----------
           Total                                     2,313,331     2,313,343
                                                    ----------    ----------                        
Other Noncurrent Liabilities:                                               
  Obligations under capital leases                      61,395        18,688
  Other                                                 14,342        14,342
                                                    ----------    ----------
           Total                                        75,737        33,030
                                                    ----------    ----------                        
Current Liabilities:                                                        
  Currently maturing long-term debt                    105,000       105,000
  Accounts payable:                                                         
    Associated companies                                42,420        32,272
    Other                                               12,875        23,204
  Taxes accrued                                         49,444        35,382
  Interest accrued                                      43,923        40,796
  Obligations under capital leases                      28,000        28,000
  Other                                                  2,327        19,794
                                                    ----------    ----------
          Total                                        283,989       284,448
                                                    ----------    ----------                        
Deferred Credits:                                                           
  Accumulated deferred income taxes                    739,080       746,502
  Accumulated deferred investment tax credits          108,846       110,584
  FERC Settlement - refund obligation                   58,673        60,388
  Other                                                 69,964        65,064
                                                    ----------    ----------
          Total                                        976,563       982,538
                                                    ----------    ----------                        
Commitments and Contingencies (Notes 1 and 2)                               
                                                                            
          TOTAL                                     $3,649,620    $3,613,359
                                                    ==========    ==========                    
See Notes to Financial Statements.                                          
                                                              

                                
              ENTERGY CORPORATION AND SUBSIDIARIES
                 ARKANSAS POWER & LIGHT COMPANY
                  GULF STATES UTILITIES COMPANY
                 LOUISIANA POWER & LIGHT COMPANY
                MISSISSIPPI POWER & LIGHT COMPANY
                 NEW ORLEANS PUBLIC SERVICE INC.
                  SYSTEM ENERGY RESOURCES, INC.
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Unaudited)


NOTE 1.  COMMITMENTS AND CONTINGENCIES

Cajun - River Bend

Entergy Corporation and GSU

      GSU  has  significant  business  relationships  with  Cajun
Electric  Power Cooperative, Inc. (Cajun), including co-ownership
of  River  Bend  and  Big  Cajun  2,  Unit  3.   GSU  and  Cajun,
respectively, own 70% and 30% undivided interests in  River  Bend
and 42% and 58% undivided interests in Big Cajun 2, Unit 3.

      In June 1989, Cajun filed a civil action against GSU in the
United States District Court for the Middle District of Louisiana
(District  Court).   Cajun's complaint seeks to  annul,  rescind,
terminate, and/or dissolve the Joint Ownership Participation  and
Operating  Agreement entered into on August 28,  1979  (Operating
Agreement)  relating  to  River Bend.  The  suit  also  seeks  to
recover as damages Cajun's alleged $1.6 billion investment in the
unit  plus  attorneys' fees, interest, and  costs.    Two  member
cooperatives  of  Cajun  have brought an  independent  action  to
declare the Operating Agreement void, based upon failure  to  get
prior  LPSC  approval alleged to be necessary.  GSU believes  the
suits are without merit and is contesting them vigorously.

      A  trial on the portion of the suit by Cajun to rescind the
Operating  Agreement was completed in March 1995,  and  a  ruling
from the District Court is pending.  No assurance can be given as
to  the  outcome  of  this  litigation.   If  GSU  is  ultimately
unsuccessful   in  this  litigation  and  is  required   to   pay
substantial  damages, GSU would probably be unable to  make  such
payments  and  would  probably  have  to  seek  relief  from  its
creditors  under  the United States Bankruptcy  Code  (Bankruptcy
Code).

      Since  1992  Cajun has not paid its full share  of  capital
costs,  operating and maintenance expenses and  other  costs  for
repairs and improvements to River Bend.  In addition, Cajun  paid
certain  costs  and expenses under protest.  These  actions  were
taken by Cajun based on its contentions that River Bend operating
and   maintenance  expenses  were  excessive  and  that  the  RUS
allegedly  would not permit Cajun to pay such costs.   Cajun  has
continued to fund its share of the nuclear decommissioning  trust
payments  for River Bend, as well as insurance and safety-related
expenses.  Cajun's  unpaid portion of River  Bend  operating  and
maintenance  expenses (including nuclear fuel) and capital  costs
for the first six months of 1995 was approximately $29.7 million.
Cajun's   total   share  of  River  Bend  annual  operating   and
maintenance  expenses (including nuclear fuel) and capital  costs
was approximately $76.1 million in 1994.

      In view of Cajun's failure to fund its share of River Bend-
related  operating, maintenance and capital costs,  GSU  has  (i)
credited GSU's share of expenses for Big Cajun 2, Unit 3  against
amounts  due from Cajun to GSU and (ii) sought to market  Cajun's
share of the power from River Bend and apply the proceeds to  the
amounts due from Cajun to GSU.  As a result, on November 2, 1994,
Cajun  discontinued supplying GSU with its share of  energy  from
Big  Cajun  2, Unit 3.  GSU requested an order from the  District
Court  requiring  Cajun  to  supply GSU  with  this  energy,  and
allowing GSU to credit amounts due to Cajun for Big Cajun 2, Unit
3  energy  against amounts Cajun owed to GSU for River  Bend.  In
December  1994, the District Court ordered Cajun  to  supply  GSU
with its share of energy from Big Cajun 2, Unit 3 and ordered GSU
to make payments for its share of Big Cajun 2, Unit 3 expenses to
the registry of the District Court.

      On  December 21, 1994, Cajun filed a petition in the United
States  Bankruptcy  Court for the Middle  District  of  Louisiana
seeking  relief under Chapter 11 of the Bankruptcy Code.  Cajun's
bankruptcy could have a material adverse effect on GSU.   GSU  is
taking  steps  to  protect its interests and its  claims  against
Cajun  arising from the co-ownership of River Bend and Big  Cajun
2,  Unit  3.  On December 31, 1994, the District Court issued  an
order  lifting an automatic stay as to certain proceedings,  with
the  result  that the December 1994 order of the  District  Court
referred  to above, remains in effect.  Cajun filed a  Notice  of
Appeal  on  January 18, 1995, to the United States Fifth  Circuit
Court  of  Appeals  seeking a reversal of  the  District  Court's
order.  No hearing date has been set on Cajun's appeal.

      In  the  bankruptcy proceedings, Cajun filed  a  motion  to
reject   the  Operating  Agreement  as  a  burdensome   executory
contract.   GSU responded on January 10, 1995, with a  memorandum
opposing  Cajun's motion.  If the District Court  were  to  grant
Cajun's motion to reject the Operating Agreement, Cajun would  be
relieved  of its financial obligations under the contract,  while
GSU would likely have a substantial damage claim arising from any
such  rejection.   Although GSU believes that Cajun's  motion  to
reject  the  Operating  Agreement is without  merit,  it  is  not
possible  to  predict  the outcome or ultimate  impact  of  these
proceedings.

      During the period in which Cajun is not paying its share of
River Bend-related costs, GSU intends to fund all costs necessary
for   the   safe,   continuing  operation  of  the   unit.    The
responsibilities of Entergy Operations, as the licensed  operator
of River Bend, for safely operating and maintaining the unit, are
not affected by Cajun's actions.

      The  net amount resulting from Cajun's failure to  pay  its
full  share of River Bend-related costs, reduced by the  proceeds
from  the  sale of Cajun's share of River Bend power,  was  $60.6
million  as  of  June 30, 1995, compared with $49 million  as  of
December  31,  1994.   These amounts are reflected  in  long-term
receivables with an offsetting reserve in other deferred credits.
Cajun's bankruptcy may affect the ultimate collectibility of  the
amounts owed to GSU, including any amounts that may be awarded in
litigation.

Cajun - Transmission Service

Entergy Corporation and GSU

      GSU  and Cajun are parties to FERC proceedings relating  to
transmission service charge disputes.  In April 1992, FERC issued
an order.  In May 1992, GSU and Cajun filed motions for rehearing
which  are  pending at FERC.  In June 1992, GSU filed a  petition
for  review  in the United States Fifth Circuit Court of  Appeals
(Court  of  Appeals) regarding certain of the issues  decided  by
FERC.   In  August 1993, the Court of Appeals rendered a decision
reversing  the FERC order regarding the portion of such  disputes
relating  to the calculations of certain credits and equalization
charges  under GSU's service schedules with Cajun.  The Court  of
Appeals  opinion  remanded these issues to FERC for  further  pro
ceedings  consistent  with its opinion.  In February  1995,  FERC
clarified  its order, eliminating an issue that GSU believes  the
Court of Appeals directed FERC to reconsider.  In April 1995, the
ALJ  issued  a ruling in the remanded portion of the  proceeding,
which the FERC affirmed in an order issued on August 3, 1995.

      Under  GSU's  interpretation of the  1992  FERC  order,  as
modified  by  its  August  3, 1995 order,  Cajun  would  owe  GSU
approximately  $62.1 million as of  June 30, 1995.   GSU  further
estimates  that if it were to prevail in its May 1992 motion  for
rehearing and on certain other issues decided adversely to GSU in
the  February 1995 and the August 1995 FERC orders, which GSU may
appeal,  Cajun would owe GSU approximately $137.2 million  as  of
June  30, 1995.  If Cajun were to prevail in its May 1992  motion
for  rehearing to FERC, and if GSU were not to prevail in its May
1992  motion for rehearing to FERC, and if Cajun were  to  appeal
the  FERC's August 1995 order and prevail, GSU estimates it would
owe  Cajun approximately $90.4 million as of June 30, 1995.   The
above amounts are exclusive of a $7.3 million payment by Cajun on
December  31,  1990, which the parties agreed  to  apply  to  the
disputed transmission service charges.  Pending FERC's ruling  on
the  May  1992 motions for rehearing, GSU has continued  to  bill
Cajun  utilizing  the  historical  billing  methodology  and  has
recorded  underpaid transmission charges, including interest,  in
the amount of $167.3 million as of June 30, 1995.  This amount is
reflected in long-term receivables with an offsetting reserve  in
other deferred credits.

Financial Condition

GSU

      Although GSU received partial rate relief relating to River
Bend, GSU's financial position was severely strained from 1986 to
1990  by its inability to earn a return on and fully recover  its
investment and other costs associated with River Bend.  Issues to
be finally resolved in PUCT rate proceedings and appeals thereof,
as  discussed  in  Note  2,  combined  with  the  application  of
accounting  standards, may result in substantial  write-offs  and
charges  that  could  result  in  substantial  net  losses  being
reported  by Entergy Corporation and GSU in 1995, and  subsequent
periods, with resulting substantial adverse adjustments to common
equity.   Future earnings will continue to be adversely  affected
by  the  lack  of full recovery and return on the investment  and
other costs associated with River Bend.

Nonregulated Investments

Entergy Corporation

       On  March  31,  1995,  Entergy  Corporation,  through  its
subsidiary,  Entergy  Power Development Company  (EPDC),  entered
into  an  agreement with Enron Power Development  Corporation,  a
subsidiary of Enron Corporation, to acquire a 20% interest in the
Dabhol  Power  Project (Project), a 695 megawatt  combined  cycle
facility located in the State of Maharashtra, India.  Pursuant to
an  agreement, EPDC has placed approximately $20.5 million in  an
escrow  account.  If EPDC becomes a participant in  the  Project,
its  estimated investment in the first phase of the Project would
be  approximately $90 million. At that time, EPDC would also have
an  obligation to cover a pro-rata share of the cost overruns  up
to approximately $30 million.

       Subsequent to entering into the agreement with Enron Power
Development  Corporation,  the  newly-elected  Maharashtra  state
government  investigated  the Project and  its  related  cost  of
power.   On  August  3, 1995, the Chief Minister  of  Maharashtra
stated  that the government of Maharashtra has decided to suspend
the  first  phase of the Project, the 695 megawatt  facility  and  
"scrap"  the  second  phase   of  the  Project, a  1,320 megawatt 
facility, and indicated  that orders  to  stop  work   would   be  
issued.  In view  of   these developments,  Entergy  is uncertain 
as  to  the future of the project and is considering its options.

Capital Requirements and Financing

Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy

     See pages 109, 146-148, 189-191, 194, 228-230, 266-268, 299-
301,  and  332  of the Form 10-K for information  on  the  System
operating    companies'   and   System   Energy's    construction
expenditures (excluding nuclear fuel) for the years  1995,  1996,
and  1997, and long-term debt and preferred stock maturities  and
cash sinking fund requirements for the period 1995-1999.

Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs

Entergy Corporation, AP&L, GSU, LP&L, and System Energy

     See pages 110, 149-150, 194-195, 231-232, and 334-335 of the
Form  10-K  for  information on nuclear liability,  property  and
replacement power insurance, and related NRC regulations.

     See pages 110-112, 150-151, 195-196, 232-233, and 335-336 of
the  Form  10-K for information on the disposal of spent  nuclear
fuel,  other  high-level radioactive waste,  and  decommissioning
costs  associated with ANO, River Bend, Waterford  3,  and  Grand
Gulf 1.

     The staff of the SEC has questioned certain of the financial
accounting  practices of the electric utility industry  regarding
the    recognition,    measurement,   and    classification    of
decommissioning  costs  for nuclear generating  stations  in  the
financial statements of electric utilities.  In response to these
questions,  the  Financial Accounting Standards Board  (FASB)  is
reviewing the accounting for decommissioning.  In June 1995,  the
FASB  reaffirmed its tentative conclusions on measurement  issues
in  accounting  for  the  liability for  the  decommissioning  of
nuclear  power  plants.   The FASB supports  measurement  of  the
liability  based on discounted future cash flows.   Those  future
cash  flows should be determined by estimating current costs  and
adjusting  for  inflation, efficiencies that may be  gained  from
experience   with   similar  activities,  and  consideration   of
reasonable  future advances in technology.  The FASB also  agreed
that  changes in the decommissioning liability that  result  from
changes  in assumptions should be recognized with a corresponding
adjustment to the plant asset and depreciation should be  revised
prospectively.   In  addition, the FASB  agreed  that  the  asset
recognized   as  a  result  of  recognizing  the  decommissioning
liability  should be presented with other costs of the  plant  on
the  financial statements because the cost of decommissioning the
plant is recognized as part of the total cost of the plant asset.

      If  current electric utility industry accounting  practices
with  respect to nuclear decommissioning are changed, among other
things, annual provisions for decommissioning could increase, the
estimated  cost  for  decommissioning  could  be  recorded  as  a
liability rather than as accumulated depreciation, and trust fund
income   from   decommissioning  trusts  could  be  reported   as
investment  income rather than as a reduction to  decommissioning
expense.

ANO Matters

Entergy Corporation and AP&L

      See  pages  31,  83,  112, and 138 of  the  Form  10-K  for
information on leaks in certain steam generator tubes  at  ANO  2
that were discovered and repaired during an outage in March 1992.
Further  inspections  and  repairs were conducted  at  subsequent
refueling  and  mid-cycle outages in September  1992,  May  1993,
April  1994,  and  January  1995.   AP&L's  budgeted  maintenance
expenditures  were adequate to cover the cost  of  such  repairs.
Beginning  in  January  1995,  ANO  2's  output  was  reduced  15
megawatts  or 1.6% due to secondary side fouling, tube  plugging,
and  reduction  of  primary temperature.  Entergy  Operations  is
taking  steps  at   ANO 2 to reduce the number  and  severity  of
future  tube  cracks.  However, the unit may be  approaching  the
limit for the number of steam generator tubes that can be plugged
with  the unit in operation.  If the currently established  limit
is reached, it could require Entergy Operations to insert sleeves
in  some  of  the  steam generator tubes during  future  outages.
Currently,  Entergy  Operations is in the  process  of  gathering
information and assessing various options for the repair  or  the
replacement of ANO 2's steam generator.  Certain of these options
could,  in  the future, require significant capital  expenditures
and result in additional outages. In addition, Entergy Operations
periodically meets with the NRC to discuss such steps and results
of  inspections of the generator tubes, as well as the timing  of
future  inspections. Additional inspections are planned  for  the
normal refueling outage scheduled for October 1995.

Environmental Issues

AP&L

      See  pages  34-35 of the Form 10-K for information  on  PCB
contamination at former Reynolds Metals Company (Reynolds)  plant
sites in Arkansas to which AP&L had supplied power.  In May 1995,
AP&L  was named as a defendant in a suit by Reynolds, seeking  to
recover  a  share of the costs associated with the  clean  up  of
hazardous  substances  at a site south of Arkadelphia,  Arkansas.
Reynolds  alleges that it has spent $11.2 million to cleanup  the
site,  and that the site was contaminated in part with  PCBs  for
which AP&L bears some responsibility.  AP&L, voluntarily, at  its
expense, has already completed remediation at a nearby substation
site, and believes that it has no liability for contamination  at
the  site  that is subject to the Reynolds suit and will  contest
the  lawsuit.  Regardless of the outcome, AP&L does  not  believe
this  matter  would  have  a materially  adverse  effect  on  its
financial condition or results of operations.

GSU

    GSU  has  been notified by the U. S. Environmental Protection
Agency  (EPA)  that  it  has  been designated  as  a  potentially
responsible  party  for  the cleanup of certain  hazardous  waste
disposal  sites.  GSU is currently negotiating with the  EPA  and
state  authorities regarding the cleanup of some of these  sites.
Several class action and other suits have been filed in state and
federal  courts  seeking relief from GSU and others  for  damages
caused  by  the  disposal of hazardous waste  and  for  asbestos-
related  disease  allegedly  resulting  from  exposure   on   GSU
premises.  While the amounts at issue in the cleanup efforts  and
suits  may  be  substantial, GSU believes  that  its  results  of
operations   and  financial  condition  will  not  be  materially
adversely affected by the outcome of the suits.

    Through June 30, 1995, $7.7 million has been expended on  the
cleanup.  As of June 30, 1995, a remaining recorded liability  of
$20.7  million existed relating to the cleanup of  six  sites  at
which  GSU  has been designated a potentially responsible  party.
See  pages  35-36,  39-40,  and 196-197  of  the  Form  10-K  for
additional  discussion of the sites where GSU has been designated
as a potentially responsible party by the EPA.

LP&L

      During  1993,  the  Louisiana Department  of  Environmental
Quality  issued  new rules for solid waste regulation,  including
waste  water impoundments.  LP&L determined that certain  of  its
power  plant  waste  water impoundments were  affected  by  these
regulations  and  has  chosen to upgrade or  close  them.   As  a
result,  a  remaining recorded liability in the amount  of  $13.8
million  existed at June 30, 1995, for waste water  upgrades  and
closures  to  be  completed  by  1996.   Cumulative  expenditures
relating to the upgrades and closures of waste water impoundments
were  $2.3 million as of June 30, 1995.  See pages 37 and 233  of
the  Form  10-K for additional discussions of LP&L's waste  water
impoundment upgrades and closures.

Waterford 3 Lease Obligations

LP&L

      In  September  1989, LP&L entered into three  substantially
identical  but entirely separate transactions for  the  sale  and
leaseback of undivided interests (aggregating approximately 9.3%)
in  Waterford 3.  See pages 234-235 of the Form 10-K for  further
information.

     Upon the occurrence of certain events, LP&L may be obligated
to  pay  amounts  sufficient to permit the Owner Participants  to
withdraw from the lease transactions, and LP&L may be required to
assume  the  outstanding bonds issued by  the  Owner  Trustee  to
finance,  in part, its acquisition of the undivided interests  in
Waterford  3.  These events would include a failure, at specified
dates,  to  maintain equity capital of at least 30%  of  adjusted
capitalization and a fixed charge coverage ratio of at least 1.50
times earnings.  As of June 30, 1995, LP&L's total equity capital
was  48.23%  of  adjusted capitalization, and  its  fixed  charge
coverage ratio was 3.07.

Reimbursement Agreement

System Energy

      Under  the  provisions of the Reimbursement  Agreement,  as
amended,  System  Energy  has agreed to  a  number  of  covenants
relating  to the maintenance of certain capitalization and  fixed
charge coverage ratios.  System Energy agreed, during the term of
the  Reimbursement Agreement, to maintain its equity at not  less
than  33%  of  its  adjusted capitalization (as  defined  in  the
Reimbursement Agreement to include certain amounts  not  included
in   capitalization  for  financial  statement   purposes).    In
addition,  System  Energy must maintain,  with  respect  to  each
fiscal quarter during the term of the Reimbursement Agreement,  a
ratio of adjusted net income to interest expense (calculated,  in
each  case,  as specified in the Reimbursement Agreement)  of  at
least  1.60 times earnings.  As of June 30, 1995, System Energy's
equity  approximated  33.57% of its adjusted capitalization,  and
its fixed charge coverage ratio was 1.23.

      As  a  result of charges recorded in the fourth quarter  of
1994  related  to  an agreement with FERC which settled  a  long-
standing  dispute  involving  income tax  allocation  procedures,
System Energy has obtained the consent of certain banks to  waive
temporarily the fixed charge coverage covenant in the letters  of
credit and Reimbursement Agreement until November 30, 1995.  (See
pages 92-93 and 327 of the Form 10-K for information on the  FERC
Settlement.)  System Energy expects that upon expiration  of  the
waiver  period,  it will be in compliance with the  fixed  charge
coverage  covenant.  Absent a waiver, System Energy's failure  to
satisfy  this  covenant  could cause a draw  under  and/or  early
termination of the letters of credit.  If the letters  of  credit
are  not  replaced  in  a  timely  manner,  a  default  or  early
termination of System Energy's leases could result.  Draws  under
the  letters of credit must be repaid by System Energy  within  5
days  (or  in  some cases, 90 days) following  the  date  of  the
drawing.   See page 334 of the Form 10-K for further  information
on the Reimbursement Agreement.


NOTE 2.  RATE AND REGULATORY MATTERS

River Bend

Entergy Corporation and GSU

      In  May 1988, the PUCT granted GSU a permanent increase  in
annual revenues of $59.9 million resulting from the inclusion  in
rate  base  of  approximately $1.6 billion of company-wide  River
Bend  plant investment and approximately $182 million of  related
Texas  retail  jurisdiction deferred River  Bend  costs  (Allowed
Deferrals).  In addition, the PUCT disallowed as imprudent  $63.5
million  of  company-wide River Bend plant costs  and  placed  in
abeyance,  with  no  finding as to prudence,  approximately  $1.4
billion   of   company-wide  River  Bend  plant  investment   and
approximately $157 million of Texas retail jurisdiction  deferred
River Bend operating and carrying costs.  The PUCT affirmed  that
the ultimate rate treatment of such amounts would be subject to a
future  demonstration of the prudence of  such  costs.   GSU  and
intervening  parties appealed this order (Rate  Appeal)  and  GSU
filed  a  separate  rate case asking that the abeyed  River  Bend
plant  costs  be found prudent (Separate Rate Case).  Intervening
parties  filed  suit in a Texas district court  to  prohibit  the
Separate Rate Case.  The district court's decision was ultimately
appealed to the Texas Supreme Court, which ruled in 1990 that the
prudence  of  the purported abeyed costs could not be relitigated
in  a  separate  rate  proceeding.   The  Texas  Supreme  Court's
decision  stated that all issues relating to the  merits  of  the
original  PUCT order, including the prudence of all  River  Bend-
related costs, should be addressed in the Rate Appeal.

     In October 1991, the Texas district court in the Rate Appeal
issued  an  order holding that the PUCT had erred in assuming  it
could set aside $1.4 billion of the total costs of River Bend and
consider  them  in  a later proceeding, and  that  the  PUCT  had
effectively  found  that  GSU had not met  its  burden  of  proof
related to the amounts placed in abeyance.  The court ruled  that
the  Allowed Deferrals should not be included in rate  base,  and
further  held that the PUCT had erred in reducing GSU's  deferred
costs  by  $1.50  for each $1.00 of revenue collected  under  the
interim  rate increases authorized in 1987 and 1988.   The  court
remanded the case to the PUCT with instructions as to the  proper
handling  of  the Allowed Deferrals.  GSU's motion for  rehearing
was  denied  and, in December 1991, GSU filed an  appeal  of  the
October  1991  district court order.  The PUCT also appealed  the
October 1991 district court order, which served to supersede  the
district court's judgment, rendering it unenforceable under Texas
law.

      In  August 1994, the Texas Third District Court of  Appeals
(the Appellate Court) affirmed the district court's decision that
there  was  substantial  evidence  to  support  the  PUCT's  1988
decision  not to include the abeyed construction costs  in  GSU's
rate  base.   While acknowledging that the PUCT had exceeded  its
authority when it deferred a decision on the inclusion  of  those
costs in rate base in order to allow GSU a further opportunity to
demonstrate   the  prudence  of  those  costs  in  a   subsequent
proceeding,  the Appellate Court found that GSU had  suffered  no
harm  or  lack  of due process as a result of the  PUCT's  error.
Accordingly, the Appellate Court held that the PUCT's action  had
the  effect of disallowing the company-wide $1.4 billion of River
Bend  construction costs for ratemaking purposes.  In its  August
1994  opinion, the Appellate Court also held that GSU's  deferred
operating  and  maintenance  costs associated  with  the  allowed
portion  of River Bend should be included in rate base  and  that
GSU's  deferred River Bend carrying costs included in the Allowed
Deferrals  should also be included in rate base.   The  Appellate
Court's August 1994 opinion affirmed the PUCT's original order in
this case.

     The Appellate Court's August 1994 opinion was entered by two
judges,  with  a third judge dissenting.  The dissenting  opinion
stated  that the result of the majority opinion was, among  other
things,  to  deprive GSU of due process at the PUCT  because  the
PUCT had never made a finding on the $1.4 billion of construction
costs.

     In October 1994, the Appellate Court denied GSU's motion for
rehearing  on the August 1994 opinion as to the $1.4  billion  in
River  Bend  construction costs and other matters.  GSU  appealed
the  Appellate Court's decision to the Texas Supreme Court.   The
Texas Supreme Court has not yet accepted the appeal, and no  date
for oral argument has been set.

      As  of June 30, 1995, the River Bend plant costs disallowed
for  retail  ratemaking purposes in Texas, the River  Bend  plant
costs  held  in abeyance, and the related operating and  carrying
cost  deferrals totaled (net of taxes) approximately $13 million,
$280  million  (both  net  of depreciation),  and  $170  million,
respectively.  Allowed Deferrals were approximately $86  million,
net  of  taxes  and  amortization, as  of  June  30,  1995.   GSU
estimates it has recorded approximately $169 million of  revenues
as  of June 30, 1995, as a result of the originally ordered  rate
treatment  by the PUCT of these deferred costs.  If  recovery  of
the  Allowed Deferrals is not upheld, future revenues based  upon
those allowed deferrals could also be lost, and no assurance  can
be  given  as to whether or not refunds to customers  of  revenue
received based upon such deferred costs will be required.

     No assurance can be given as to the timing or outcome of the
remands or appeals described above. GSU has made no write-offs or
reserves  for the River Bend-related costs.  Management believes,
based  on  advice  from Clark, Thomas & Winters,  a  Professional
Corporation, legal counsel of record in the Rate Appeal, that  it
is  reasonably  possible that the case will be  remanded  to  the
PUCT, and the PUCT will be allowed to rule on the prudence of the
abeyed  River Bend plant costs.  Rate Caps imposed by the  PUCT's
regulatory approval of the Merger could result in GSU's inability
to  use  the  full amount of a favorable decision to  immediately
increase  rates; however, a favorable decision could permit  some
increases and/or limit or prevent decreases during the period the
Rate Caps are in effect.  Management and legal counsel are unable
to   predict  the  amount,  if  any,  of  abeyed  and  previously
disallowed  River  Bend  plant  costs  that  ultimately  may   be
disallowed by the PUCT. As of June 30, 1995, a net of tax  write-
off  of up to $293 million could be required based on an ultimate
adverse ruling by the PUCT on the abeyed and disallowed costs.

      In  prior proceedings, the PUCT has held that the  original
cost  of  nuclear power plants will be included in rates  to  the
extent  those  costs were prudently incurred.  Based  upon  these
decisions,  management believes that its River Bend  construction
costs  were prudently incurred and that it is reasonably possible
that  it  will  recover in rate base, or otherwise through  means
such as a deregulated asset plan, all or substantially all of the
abeyed   River  Bend  plant  costs.   However,  management   also
recognizes  that it is reasonably possible that not  all  of  the
abeyed River Bend plant costs may ultimately be recovered.

      As  part  of  the  Separate Rate Case,  GSU  filed  a  cost
reconciliation  study prepared by Sandlin Associates,  management
consultants with expertise in the cost analysis of nuclear  power
plants, which supports the reasonableness of the River Bend costs
held  in  abeyance  by  the  PUCT.  This  study  determined  that
approximately  82%  of  the River Bend cost  increase  above  the
amount  included by the PUCT in rate base was a result of changes
in federal nuclear safety requirements and provided other support
for the remainder of the abeyed amounts.

      There  have  been  four  other rate  proceedings  in  Texas
involving  nuclear  power plants.  Disallowed investment  in  the
plants  ranged  from 0% to 15%.  Each case was  unique,  and  the
disallowances  in  each  were made on a  case-by-case  basis  for
different  reasons.  Appeals of two of these PUCT  decisions  are
currently pending.

      The following factors support management's position that  a
loss contingency requiring accrual has not occurred, and that all
or substantially all of the abeyed plant costs will ultimately be
recovered:

     1. The  $1.4  billion of abeyed River Bend plant costs  have
        never been ruled imprudent and disallowed by the PUCT;
     2. Sandlin  Associates' analysis which supports the prudence
        of substantially all of the abeyed construction costs;
     3. Historical  inclusion by the PUCT of prudent construction
        costs in rate base; and
     4. The  analysis  of GSU's internal legal staff,  which  has
        considerable experience in Texas rate case litigation.
     
      Additionally,  management believes, based  on  advice  from
Clark,  Thomas  &  Winters,  a  Professional  Corporation,  legal
counsel  of  record  in the Rate Appeal, that  it  is  reasonably
possible that the Allowed Deferrals will continue to be recovered
in  rates,  and that it is reasonably possible that the  deferred
costs  related  to  the $1.4 billion of abeyed River  Bend  plant
costs  will  be  recovered in rates to the extent that  the  $1.4
billion of abeyed River Bend plant is recovered.  However, a  net
of tax write-off of the $170 million of deferred costs related to
the  $1.4  billion  of  abeyed River Bend plant  costs  would  be
required if they are not allowed to be recovered in rates.

     The adoption of SFAS No. 121, "Accounting for the Impairment
of  Long-Lived  Assets and for Long-Lived Assets to  be  Disposed
Of," (SFAS 121) which will become effective January 1, 1996, will
require  the  write-off  of the $170 million  of  rate  deferrals
discussed above, unless there are favorable regulatory  or  court
actions  related to these costs prior to adoption.  The  standard
describes circumstances which may result in assets being impaired
and  provides criteria for recognition and measurement  of  asset
impairment.   See Note 7 for further information  regarding  SFAS
121.

Filings with the PUCT and Texas Cities

Entergy Corporation and GSU

       In   connection  with  the  PUCT's  investigation  of  the
reasonableness of GSU's rates, on March 20, 1995 the PUCT ordered
a  $72.9  million  annual  base rate  reduction  for  the  period
March 31, 1994 through September 1, 1994, decreasing to an annual
base rate reduction of $52.9 million after September 1, 1994.  In
accordance  with  the Merger agreement, the  rate  reduction  was
applied  retroactively to March 31, 1994.  As a result,  in  1994
GSU  recorded a $57 million reserve for rate refund and  a  $12.8
million reserve for franchise taxes to be refunded.
`
      On  May  26,  1995, the PUCT amended its previously  issued
March  20,  1995  rate  order,  reducing  the  annual  base  rate
reduction  by $16.4 million to an annual level of $36.5  million.
The  PUCT's  action was based upon a recent Texas  Supreme  Court
decision  not  to  require a utility to use the  prospective  tax
benefits  generated by disallowed expenses to reduce rates.   The
PUCT's May 26, 1995 amended order no longer requires GSU to  pass
such  prospective  tax benefits on to its customers.   Therefore,
in  June  1995, GSU reduced the reserve for rate refund by  $18.1
million  based  on the annual $36.5 million rate  reduction.   At
June  30,  1995,  the reserve for rate refund balance  was  $59.4
million.   GSU intends to appeal the PUCT order and no  assurance
can be given to the timing or outcome of the appeal.

Filings with the LPSC

Entergy Corporation and GSU

      In  May  1994,  GSU  made  the first  required  post-Merger
earnings  analysis filing with the LPSC.  On December  14,  1994,
the  LPSC ordered a $12.7 million annual rate reduction  for  GSU
effective  January  1995.  The rate order included,  among  other
things,  a reduction in GSU's Louisiana jurisdictional authorized
return  on equity from 12.75% to 10.95% and the amortization  for
the  benefit  of  the  customers of $8.3  million  of  previously
deferred  unbilled revenue, representing one-half  of  the  total
resulting  from a change in accounting for unbilled revenue.   In
December  1994,  GSU received a preliminary injunction  from  the
District  Court  regarding $8.3 million  of  the  reduction.   On
January 1, 1995, GSU reduced rates by $4.4 million.  GSU filed an
appeal  of  the  entire  $12.7 million rate  reduction  with  the
District  Court.  In  July 1995, the District  Court  denied  the
appeal.   GSU  has  appealed the order to the  Louisiana  Supreme
Court;  however, no assurance can be given as to  the  timing  or
outcome  of  the appeal.  The preliminary injunction relating  to
$8.3  million of the reduction, will remain in effect during  the
appeal.

      On  May 31, 1995, GSU filed the second required post-Merger
earning analysis filing with the LPSC.

Entergy Corporation and LP&L

      In August 1994, LP&L filed a performance-based formula rate
plan  with  the  LPSC.   The  proposed formula  rate  plan  would
continue  existing LP&L rates at current levels, while  providing
financial  incentive to reduce costs and maintain high levels  of
customer  satisfaction and system reliability.   The  plan  would
allow LP&L the opportunity to earn a higher rate of return if  it
improves  performance  over  time.   Conversely,  if  performance
declines,  the rate of return LP&L could earn would  be  lowered.
This   provides  a  financial  incentive  for  LP&L  to  maintain
continuous   improvement  in  all  three  performance  categories
(price, customer satisfaction, and service reliability).

     As a result of the LPSC's base rate review, on June 2, 1995,
a  $49.4  million  reduction in base  rates  was  ordered.   This
included  $10.5 million of rates previously reduced through  fuel
clause  reductions.  Therefore, the net effect of the LPSC  order
was  to  reduce rates by $38.9 million.  The LPSC approved LP&L's
proposed formula rate plan with the following modifications.   An
earnings band will be established with a range from 10.4% to  12%
for  return  on  equity.   If  LP&L's earnings  fall  within  the
bandwidth,  no  adjustment in rates occurs.  If  LP&L's  earnings
are  above a 12% return on equity, a 60/40 sharing with customers
occurs and customers receive 60% of earnings in excess of the 12%
through  prospective rate reductions.  Alternatively,  if  LP&L's
earnings are below a 10.4% return on equity, customers pay 60% of
the  difference between the realized return on equity and a 10.4%
return  on equity through prospective rate increases.   The  LPSC
also  reduced  LP&L's authorized rate of return  from  12.76%  to
11.2%.  The LPSC rate order is retroactive to April 27, 1995.  As
of  June  30, 1995, LP&L had recorded a $7.6 million reserve  for
rate refund.

      On  June  9,  1995,  LP&L appealed the $49.4  million  rate
reduction.   On  the  same date LP&L also filed  a  petition  for
injunctive  relief from implementation of $14.7  million  of  the
$49.4  million  rate reduction.  The $14.7 million  of  the  rate
reduction  represents revenue made available to  LP&L  through  a
previous  LPSC  order,  which in turn  allowed  LP&L  to  provide
reduced  rates  to  three  industrial  customers. Subsequently, a
request  for a $14.7 million rate increase was filed by LP&L.  On
July 13, 1995, LP&L was granted a preliminary injunction on $14.7
million  of  the rate reduction by the District Court  pending  a
final LPSC order.  No assurance can be given as to the timing  or
outcome of the appeal or the requested rate increase.

Proposed Rate Increase

System Energy

      In  May 1995, System Energy filed an application with  FERC
for a $65.5 million rate increase.  The request seeks changes  to
the  System  Energy  rate schedule, including  increases  in  the
revenue  requirement associated with decommissioning  costs,  the
depreciation  accrual rate, and rate of return on common  equity.
System  Energy  requested that the proposed rate increase  become
effective subject to refund within 60 days after the filing date,
but the effective date was suspended until December 1995.

MP&L

     MP&L's allocation of the proposed wholesale rate increase is
$21.6 million.  In July 1995, MP&L filed a schedule with the MPSC
which  will  defer  and later recover the amount  of  the  System
Energy rate increase that is approved by the FERC.  The deferral,
which must be approved by the MPSC, will begin in September  1995
and  will end after the new wholesale rates approved by the  FERC
go into affect.  Beginning in 1998, MP&L will collect through its
rates the deferral balance and carrying charges.

February 1994 Ice Storm/Rate Rider

Entergy Corporation and MP&L

      As discussed on pages 26, 95, and 262 of the Form 10-K, the
MPSC  approved a stipulation in September 1994, with  respect  to
the  recovery of ice storm costs recorded through April 30, 1994.
Under  the stipulation, MP&L implemented an ice storm rate rider,
which  increased rates approximately $8 million for a  period  of
five  years  beginning on September 29, 1994.   This  stipulation
also  stated that at the end of the five-year period, the revenue
requirement   associated   with  the  undepreciated   ice   storm
capitalized  costs will be included in MP&L's base rates  to  the
extent  that this revenue requirement does not result  in  MP&L's
rate  of  return on rate base being above the benchmark  rate  of
return under MP&L's formula rate plan.

      In  July 1995, MP&L and the MPSC Staff entered into a joint
stipulation which allows for a $2.5 million rate increase  for  a
period  of  four years beginning September 28, 1995,  to  recover
costs related to the ice storm that were recorded after April 30,
1994.    The stipulation also allows for undepreciated ice  storm
capital  costs  recorded after April 30, 1994 to  be  treated  as
described above.

LPSC Fuel Cost Review

GSU

      In  November 1993, the LPSC ordered a review of GSU's  fuel
costs  for the period October 1988 through September 1991  (Phase
1)  based on the number of outages at River Bend and the findings
in  the  June 1993 PUCT fuel reconciliation case.  In July  1994,
the  LPSC  ruled  in  the  Phase 1 case that  GSU  should  refund
approximately $27 million to its customers.  Under the  order,  a
refund  of  $13.1  million was made through a billing  credit  on
August  1994  bills.  In August 1994, GSU appealed the  remaining
portion  of  the LPSC-ordered refund to the district court.   GSU
has  made  no  reserve  for the remaining  portion,  pending  the
outcome  of  the district court appeal, and no assurance  can  be
given as to the timing or outcome of the appeal.

      The LPSC is currently conducting Phase II of its review  of
GSU's  fuel  costs  for the period October 1991 through  December
1994.   On  June  30, 1995, the LPSC consultants filed  testimony
recommending  a disallowance of $38.7 million of  Phase  II  fuel
costs.    Hearings are scheduled to begin in September 1995.   No
assurance  can  be  given to the timing or  the  outcome  of  the
review.

PUCT Fuel Cost Review

GSU

    For  information on the PUCT Fuel Cost Review for the  period
December 1, 1986 through September 30, 1991, see pages 183-184 of
the Form 10-K.

      On  January  9,  1995, GSU and various parties  reached  an
agreement  for the reconciliation of over- and under-recovery  of
fuel and purchased power expenses for the period October 1, 1991,
through  December 31, 1993. In the fourth quarter  of  1994,  GSU
recorded  a  reserve  of  $7.6  million  as  a  result  of   this
settlement.   On April 17, 1995, the PUCT issued  a  final  order
approving the settlement.


NOTE 3.  PREFERRED AND COMMON STOCK

Entergy Corporation

      Entergy Corporation periodically repurchases shares of  its
outstanding  common stock either on the open  market  or  through
negotiated purchases or tender offers.  Stock repurchases  depend
upon   market   conditions  and  authorization  by  the   Entergy
Corporation Board of Directors.  During the first six  months  of
1995, no shares of common stock were repurchased.

      During  the  first six months of 1995, Entergy  Corporation
issued 340,590 shares of its previously repurchased common stock,
reducing  the  amount held as treasury stock  by  $10.1  million.
Entergy  Corporation issued these shares to meet the requirements
of  its  various stock plans.  For further information on Entergy
Corporation's stock plans, see pages 103-104 of the Form 10-K.


NOTE 4.  LONG-TERM DEBT

GSU

      On  July  1,  1995, GSU redeemed, pursuant to sinking  fund
requirements, $50 million of its 9.72% Series Debentures due 1998
and  $0.425 million of its 7.00% Series Pollution Control Revenue
Bonds due 2006.


NOTE 5.  RETAINED EARNINGS

      On  July 28, 1995, Entergy Corporation's Board of Directors
declared  a common stock dividend  of 45 cents per share  payable
on September 1, 1995.


NOTE 6.  RESTRUCTURING COSTS

Entergy  Corporation, AP&L, GSU, LP&L, MP&L, NOPSI,  and  Entergy
Services

     The restructuring programs announced by Entergy in the third
quarter of 1994 included anticipated reductions in the number  of
employees  and  the  consolidation  of  offices  and  facilities.
Restructuring charges associated with these programs  recorded in
1994  and the first six months of 1995 are shown below by company
together with actual termination benefits paid under the program.


                      Restructuring                         Restructuring
                        Liability    Additional               Liability
          Company      December 31,   Accruals   Payments   June 30, 1995
                           1994
                                            (In Millions)                  
                                                                          
      AP&L            $  12.2        $  9.0      $(12.0)      $    9.2
      GSU                 6.5           7.2        (7.0)           6.7
      LP&L                6.8           5.0        (7.9)           3.9
      MP&L                6.2           1.1        (4.9)           2.4
      NOPSI               3.4             -        (1.7)           1.7
      Entergy Services     -            6.0        (1.5)           4.5
                      -------        ------      ------       --------       
      Total           $  35.1        $ 28.3      $(35.0)      $   28.4
                      =======        ======      ======       ========

      The  restructuring  charges shown above primarily  included
employee  severance costs related to the expected termination  of
approximately 2,150 employees.  In June 1995, the System recorded
$24.7 million of additional restructuring costs.  As of June  30,
1995,  1,683  employees have either been terminated  or  accepted
voluntary separation under the restructuring plan.

      Additionally, the System recorded $24.3 million in 1994 (of
which  $23.8 million was recorded by GSU) for remaining severance
and  augmented retirement benefits related to the Merger.  Actual
termination benefits paid under the program during the first  six
months of 1995 amounted to $17.1 million. During that same period
additional accruals of $5.0 million were recorded and adjustments
to  the  allocation of the total liability were  made  among  the
System  companies.  At June 30, 1995 the total  remaining  System
liability  of  $12.2  million for expected future  merger-related
outlays  was  comprised principally of GSU and Entergy  Services'
liabilities of $8.0 million and $3.0 million, respectively.


NOTE 7.  ACCOUNTING ISSUES

    New Accounting Standard - In March 1995, the FASB issued SFAS
121,   effective  January  1,  1996.   This  standard   describes
circumstances which may result in assets (including goodwill such
as the Merger acquisition adjustment, see pages 87-88 of the Form
10-K)  being  impaired and provides criteria for recognition  and
measurement  of  asset  impairment.  Note 2 describes  regulatory
assets  of  $170  million (net of tax) related  to  Texas  retail
deferred  River  Bend operating and carrying  costs.   Management
believes these deferred costs will be required to be written  off
under  the  provisions  of SFAS 121 unless  there  are  favorable
regulatory or court actions related to these costs prior  to  the
adoption of the new standard by Entergy.

      Certain  other  assets and operations of  Entergy  totaling
approximately   $1.8  billion  (pre-tax)  are  most   potentially
affected  by the requirements of SFAS 121.  Those assets  include
AP&L's  and  LP&L's  retained shares of  Grand  Gulf  1,  Entergy
Power's investments in the Independence and Ritchie power plants,
GSU's  Louisiana  deregulated asset plan, and Texas  jurisdiction
abeyed  portion of the River Bend plant, in addition to the  FERC
jurisdiction  and  steam  department  operations  of   GSU.    As
discussed  in the Form 10-K, GSU has previously discontinued  the
application of SFAS 71 for the Louisiana deregulated asset  plan,
and operations of the FERC jurisdiction and steam department.

   Entergy will continually review these assets and operations in
order  to determine if the carrying value of such assets will  be
recovered.  In most cases this determination will be based on the
net  cash  flows  expected  to result from  such  operations  and
assets.   Projected  net cash flows will  depend  on  the  future
operating  costs associated with the assets, the  efficiency  and
availability  of  the  assets/generating units,  and  the  future
market/price for energy over the remaining life of the assets.
           __________________________________________

      In  the  opinion of Entergy Corporation, AP&L,  GSU,  LP&L,
MP&L,  NOPSI,  and  System  Energy,  the  accompanying  unaudited
condensed    financial   statements   contain   all   adjustments
(consisting   primarily   of  normal   recurring   accruals   and
reclassifying 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
AP&L,   GSU,  LP&L,  MP&L,  and  NOPSI  is  subject  to  seasonal
fluctuations,  with the peak period occurring during  the  summer
months.  The results for the interim periods presented should not
be  used  as a basis for estimating results of operations  for  a
full year.



                                
              ENTERGY CORPORATION AND SUBSIDIARIES
                 ARKANSAS POWER & LIGHT COMPANY
                  GULF STATES UTILITIES COMPANY
                 LOUISIANA POWER & LIGHT COMPANY
                MISSISSIPPI POWER & LIGHT COMPANY
                 NEW ORLEANS PUBLIC SERVICE INC.
                  SYSTEM ENERGY RESOURCES, INC.
                                
         MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                
                 LIQUIDITY AND CAPITAL RESOURCES

Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy

      Liquidity  is  important  to Entergy  due  to  the  capital
intensive   nature   of  its  business,  which   requires   large
investments   in   long-lived  assets.    While   large   capital
expenditures for the construction of new generating capacity  are
not  currently  planned,  the  System  does  require  significant
capital resources for the periodic maturity of certain series  of
debt  and  preferred stock and ongoing construction expenditures.
Net cash flow from operations for Entergy Corporation, the System
operating  companies, and System Energy for the six months  ended
June 30, 1995 and 1994, was as follows (in millions):

                                 Six Months      Six Months
          Company              Ended 6/30/95   Ended 6/30/94
                                               
          Entergy Corporation    $449.7          $508.2
          AP&L                   $141.3          $ 79.7
          GSU                    $100.4          $138.7
          LP&L                   $159.7          $147.1
          MP&L                   $ 74.8          $ 73.5
          NOPSI                  $ 14.5          $ 41.8
          System Energy          $ 51.4          $112.9

     For the six months ended June 30, 1995, AP&L's net cash flow
from  operations increased due primarily to reduced billings from
System Energy resulting from a FERC audit settlement in 1994  and
increased  other  working  capital.   Partially  offsetting  this
increase  in  net cash flow at AP&L was a higher  fuel  inventory
level  due  to the depletion of coal inventory in the  first  six
months  of  1994 when spring flooding disrupted the  normal  coal
delivery schedule.  GSU's net cash flow from operations decreased
for  the  six months ended June 30, 1995, due primarily  to  cash
required for an upcoming debt retirement, and to reduced  working
capital.  NOPSI's net cash flow from operations decreased for the
six  months ended June 30, 1995, due primarily to reduced working
capital and to refunds associated with the 1994 NOPSI Settlement.
System  Energy's net cash flow from operations decreased for  the
six  months  ended  June 30, 1995, due primarily  to  refunds  to
associated  companies resulting from a FERC audit  settlement  in
1994.

      In  the first six months of 1995, as in recent years,  cash
from operations, supplemented by cash on hand, was sufficient  to
meet  substantially  all  investing and  financing  requirements,
including  capital  expenditures, dividends,  and  debt/preferred
stock  maturities.  Entergy's ability to fund most of its capital
requirements  with  cash from operations results  from  continued
efforts to streamline operations and to reduce costs, as well  as
from  collections  under the rate phase-in  plans,  which  exceed
current cash requirements for the related costs.  (In the  income
statement,   these  revenue  collections  are   offset   by   the
amortization  of previously deferred costs so that  there  is  no
effect on net income.)  The System operating companies and System
Energy have the ability, subject to regulatory approval, to  meet
capital  requirements  through future  debt  or  preferred  stock
issuances,  as  discussed below.  Also,  to  the  extent  current
market  interest  and dividend rates allow, the System  operating
companies  and System Energy may continue to refinance  high-cost
debt and preferred stock prior to maturity.

       Entergy   Corporation  will  consider  investing   up   to
approximately $150 million per year for the next several years in
nonregulated business opportunities.  See Part II for  additional
discussion   of   Entergy  Corporation's   current   and   future
investments in nonregulated businesses.  As discussed in  Note  1
and   "Significant  Factors  and  Known  Trends  -   Nonregulated
Investments",  as  of  June 30, 1995, EPDC has  made  an  initial
investment  in  the  Dabhol  Power Project  by  depositing  $20.5
million in an escrow account.

      Certain  agreements and restrictions limit  the  amount  of
mortgage bonds and preferred stock that can be issued by each  of
the  System operating companies and System Energy.  Based on  the
most  restrictive  applicable tests as  of  June  30,  1995,  and
assumed  annual interest or dividend rates of 8%  for  bonds  and
8.75% for preferred stock, each of the System operating companies
and  System Energy could have issued bonds or preferred stock  in
the following amounts (in millions):

               Company          Bonds   Preferred Stock
                                        
               AP&L             $274      $462
               GSU              $  -      $ -
               LP&L             $ 61      $867
               MP&L             $187      $ 81
               NOPSI            $ 20      $ 13
               System Energy    $ 44        *

*    System Energy's charter does not provide for the issuance of
preferred stock.

       In  addition,  the System operating companies  and  System
Energy have the ability, subject to certain conditions, to  issue
bonds  against  retired bonds, in some cases without  meeting  an
earnings  coverage test.  As a result of the charges recorded  in
1994,  GSU  is  currently precluded from issuing  first  mortgage
bonds  under  its earnings coverage test.  However, GSU  has  the
ability  to  issue  up  to approximately $578  million  of  first
mortgage  bonds against previously retired bonds.  AP&L may  also
issue  preferred  stock  to  refund outstanding  preferred  stock
without  meeting an earnings coverage test.  GSU has no  earnings
coverage  limitations on the issuance of preference  stock.   For
information  on  the  System  operating  companies'  and   System
Energy's   regulatory  authorizations  to   issue   and   acquire
securities,  see Notes 3 and 4, and pages 102-105, 146-148,  189-
191, 228-230, 266-268, 299-301, and 332 of the Form 10-K.

      The  System operating companies and System Energy have  SEC
authorization to effect short-term borrowings.  As  of  June  30,
1995,  GSU  has unused lines of credit for short-term  borrowings
totaling  $5.0 million.  See pages 101, 145, 188, 227, 265,  299,
and  331 of the Form 10-K for information on the System operating
companies',  System  Energy's  and Entergy  Services'  short-term
borrowing authorizations and bank lines of credit.  At  June  30,
1995, the System operating companies, Entergy Services and System
Fuels  had outstanding short-term borrowings from the Money  Pool
and/or from banks as follows (in millions):

             Company               Money Pool    Banks
                                                 
             LP&L                   $ 0.1        $17.7
             Entergy Operations     $10.6        $ -
             Entergy Services       $36.4        $35.0
             System Fuels           $ -          $15.0


       On   July  27,  1995,  Entergy  Corporation  received  SEC
authorization  for  a  $300  million  bank  line  of  credit  and
negotiations with a group of banks to provide up to $300  million
in   loans  to  Entergy  Corporation  are  currently  proceeding.
Proceeds  from this bank line of credit are expected to  be  used
for  common  stock  repurchases, investments in nonregulated  and
nonutility businesses, and other general corporate activities.

      Entergy  Corporation's current primary capital requirements
are   to   invest  periodically  in,  or  make  loans   to,   its
subsidiaries.    Entergy  Corporation  expects  to   meet   these
requirements in 1995 - 1997 with internally generated  funds  and
cash  on  hand.  Entergy Corporation also pays dividends  on  its
common  stock,  which aggregated $204 million in  the  first  six
months  of  1995.  Declarations of dividends on common stock  are
made  at  the  discretion of the Board.  It is  anticipated  that
management  will not recommend future dividend increases  to  the
Board  unless such increases are justified by sustained  earnings
growth  of  Entergy  Corporation and its  subsidiaries.   Entergy
Corporation  receives funds through dividend  payments  from  its
subsidiaries.  During the first six months of 1995, these  common
stock   dividend   payments  totaled   $196   million.    Certain
restrictions  may  limit the amount of these distributions.   See
page  106 of the Form 10-K for additional information.   GSU  did
not make common stock dividend payments to Entergy Corporation in
the first six months of 1995.

      Entergy  Corporation has a program to repurchase shares  of
its  outstanding  common stock.  The timing and  amount  of  such
repurchases   depend   upon   market   conditions    and    Board
authorization.  See Note 3 for additional information.

      Recent rate reductions, as discussed in Note 2, as well  as
any  future rate reductions, have increased the need for  Entergy
to  stabilize  and reduce costs in order to meet  the  increasing
competition in the utility industry as well as develop additional
sources of income.

Entergy Corporation and GSU

      See Notes 1 and 2 regarding litigation with Cajun and River
Bend  rate appeals.  Write-offs or charges resulting from adverse
rulings  in  these  matters,  or  ultimately  required   by   the
application  of SFAS 121 (see Note 7) could result in  additional
net  losses being reported by Entergy Corporation and GSU in 1995
and  subsequent  periods, with resulting adverse  adjustments  to
common  equity  of  Entergy Corporation and GSU.   Also,  adverse
resolution of these matters could adversely affect GSU's  ability
to continue to pay dividends and obtain financing, which could in
turn affect GSU's liquidity.

Entergy Corporation and System Energy

      Under the Capital Funds Agreement, Entergy Corporation  has
agreed  to supply to System Energy sufficient capital to maintain
System Energy's equity capital at an amount equal to a minimum of
35%  of its total capitalization (excluding short-term debt), and
to  permit the continuation of commercial operation of Grand Gulf
1  and  to  pay  in full all indebtedness for borrowed  money  of
System  Energy  when due under any circumstances.   In  addition,
under supplements to the Capital Funds Agreement assigning System
Energy's  rights as security for specific debt of System  Energy,
Entergy   Corporation   has   agreed   to   make   cash   capital
contributions,  if  required, to enable  System  Energy  to  make
payments on such debt when due.  The Capital Funds Agreement  can
be  terminated by the parties thereto, subject to the receipt  of
consents of certain creditors.

                      RESULTS OF OPERATIONS

ENTERGY

Net Income

     Consolidated net income increased for the three months ended
June  30, 1995 due primarily to increased wholesale revenues from
customers outside of Entergy's service area, a reduction  of  the
provision for a GSU rate refund associated with a 1995 PUCT  rate
order,  and  a  decrease  in interest charges.  Consolidated  net
income increased slightly for the six months ended June 30,  1995
due  primarily to an increase in other income and a  decrease  in
interest charges.

      Significant factors affecting the results of operations and
causing  variances between the three months and six months  ended
June  30, 1995 and 1994 are discussed under "Revenues and  Sales"
and "Expenses" below.

Revenues and Sales

     Detailed below are Entergy's electric revenues by source and
KWH sales.
                                             
                                   Three Months Ended Increase                 
    Description                      1995     1994   (Decrease)
                                           (In Millions)                       
Electric Operating Revenues:
  Residential                       $ 480.0  $ 489.1   $(9.1)  (2)
  Commercial                          357.3    372.2   (14.9)  (4)
  Industrial                          433.0    461.5   (28.5)  (6)
  Governmental                         37.5     40.7    (3.2)  (8)
                                    ------------------------
    Total retail                    1,307.8  1,363.5   (55.7)  (4)
  Sales for resale                     82.7     76.3     6.4    8
  Other                               148.7    111.9    36.8   33
                                   -------------------------
    Total                          $1,539.2 $1,551.7  $(12.5)  (1)
                                   =========================
Billed Electric Energy
  Sales (Millions of KWH):
  Residential                        6,047    5,806     241    4
  Commercial                         4,958    4,813     145    3
  Industrial                        10,325   10,106     219    2
  Governmental                         564      553      11    2
                                    -----------------------
    Total retail                    21,894   21,278     616    3
  Sales for resale                   2,406    2,035     371    18
                                    -----------------------
    Total                           24,300   23,313     987    4
                                    =======================

                                    Six Months Ended  Increase                
    Description                      1995     1994   (Decrease)  %   
                                            (In Millions)                      
Electric Operating Revenues:
  Residential                       $ 921.5  $ 965.1   $(43.6)  (5)
  Commercial                          682.0    711.3    (29.3)  (4)
  Industrial                          847.0    897.6    (50.6)  (6)
  Governmental                         72.7     79.6     (6.9)  (9)
                                   --------------------------
    Total retail                    2,523.2  2,653.6   (130.4)  (5)
  Sales for resale                    157.2    145.7     11.5    8
  Other                               153.5     92.6     60.9   66
                                   --------------------------
    Total                          $2,833.9 $2,891.9   $(58.0)  (2)
                                   ==========================
Billed Electric Energy
  Sales (Millions of KWH):
  Residential                       11,907   11,868       39     -
  Commercial                         9,431    9,219      212     2
  Industrial                        20,360   19,833      527     3
  Governmental                       1,103    1,079       24     2
                                    ------------------------
    Total retail                    42,801   41,999      802     2
  Sales for resale                   4,283    3,771      512    14
                                    ------------------------
    Total                           47,084   45,770    1,314     3
                                    ========================
      
      Electric operating revenues decreased for the three  months
and  six  months ended June 30, 1995 due primarily  to  decreased
fuel adjustment revenues, partially offset by a reduction of  the
provision  of a GSU rate refund associated with a 1995 PUCT  rate
order,  increased weather-related sales, an increase in wholesale
revenues from outside Entergy's service area, and increased other
revenues.   The decrease in fuel adjustment revenues  reflects  a
decrease in fuel prices.  Other revenues increased primarily  due
to  the Grand Gulf over/under recovery, which does not affect net
income.

      The  changes  in electric operating revenue for  the  three
months and six months ended June 30, 1995 are as follows:

                                Three Months Ended    Six Months Ended 
     Description               Increase/(Decrease)  Increase/(Decrease)
                                           (In Millions)
  Change in base rates                $(8.1)              $(22.4)
  Rate riders                          (5.1)               (12.5)
  Fuel cost recovery                  (62.7)              (108.8)
  Sales volume/weather                 25.5                 26.2
  Other revenue (including unbilled)   31.5                 48.0
  Sales for resale                      6.4                 11.5
                                     ------               ------
  Total                              $(12.5)              $(58.0)
                                     ======               ======

      Gas operating revenues decreased in the first six months of
1995   due  primarily  to  milder  than  normal  winter  weather,
decreased fuel adjustment revenues and gas rate reductions agreed
to in the 1994 NOPSI Settlement.

Expenses

     Operating expenses decreased for three months and six months
ended June 30, 1995 due primarily to decreased fuel and purchased
power  expenses,  partially offset by  increased  nuclear  outage
expenses and income taxes. Fuel for electric generation and fuel-
related  expenses  decreased due primarily to lower  fuel  costs.
Purchased  power  decreased   due primarily  to  decreased  power
purchases  from  non-associated  utilities  due  to  changes   in
generation  requirements  for  the  System  operating  companies.
Nuclear  refueling outage expense increased due  primarily  to  a
Grand  Gulf  1  refueling outage at System Energy.  Income  taxes
increased  due primarily to higher pretax income, a  decrease  in
tax  depreciation  at  LP&L's Waterford 3 and  GSU's  River  Bend
plants,  and  decreased  amortization of investment  tax  credits
related to the 1994 FERC Settlement.

     Interest charges decreased for the three months and six
months ended June 30, 1995 due primarily to retirement and
refinancing of high-cost long-term debt, partially offset by
carrying charges related to the System Energy 1994 FERC
Settlement.

AP&L

Net Income

      Net  income  increased in the second quarter  of  1995  due
primarily  to  higher retail non-fuel revenues  and  lower  other
operation  and  maintenance expenses partially  offset  by  lower
sales for resale and higher income tax expense.

      Net  income decreased in the first six months of  1995  due
primarily  to  decreased  sales  for  resale  and  higher   other
operation and maintenance, depreciation, and income tax expenses.

      Significant factors affecting the results of operations and
causing  variances between the three months and six months  ended
June  30, 1995 and 1994 are discussed under "Revenues and  Sales"
and "Expenses" below.

Revenues and Sales

      Detailed below are AP&L's operating revenues by source  and
KWH sales for the three months and six months ended June 30, 1995
and 1994:
                                                                            
                                   Three Months Ended Increase                
    Description                      1995     1994   (Decrease) %  
                                           (In millions)
Electric Operating Revenues:
  Residential                      $ 109.0  $ 108.3   $ 0.7    1
  Commercial                          73.9     74.8    (0.9)  (1)
  Industrial                          84.9     80.6     4.3    5
  Governmental                         4.0      4.1    (0.1)  (2)
                                   ------------------------
    Total retail                     271.8    267.8     4.0    1
  Sales for resale                                 
    Associated companies              51.2     60.4    (9.2) (15)
    Non-associated companies          40.5     42.5    (2.0)  (5)
  Other                               48.7     44.2     4.5   10
                                   ------------------------
    Total                          $ 412.2  $ 414.9   $(2.7)  (1)
                                   ========================

Billed Electric Energy 
  Sales (Millions of KWH):
  Residential                       1,149    1,141       8     1
  Commercial                          976      986     (10)   (1)
  Industrial                        1,515    1,441      74     5
  Governmental                         66       57       9    16
                                    ----------------------
    Total retail                    3,706    3,625      81     2
  Sales for resale                                 
    Associated companies            2,396    2,988    (592)  (20)
    Non-associated companies        1,156    1,065      91     9
                                    ----------------------
    Total                           7,258    7,678    (420)   (5)
                                    ======================

                                    Six Months Ended  Increase               
    Description                      1995     1994   (Decrease)  %   
                                            (In Millions)                     
Electric Operating Revenues:
  Residential                      $ 233.2  $ 231.6    $ 1.6    1
  Commercial                         142.2    141.1      1.1    1
  Industrial                         162.5    153.4      9.1    6
  Governmental                         8.0      8.2     (0.2)  (2)
                                   -------------------------
    Total retail                     545.9    534.3     11.6    2
  Sales for resale                                 
    Associated companies              80.3    127.0    (46.7) (37)
    Non-associated companies          79.1     86.8     (7.7)  (9)
  Other                               46.5     37.9      8.6   23
                                   -------------------------
    Total                          $ 751.8  $ 786.0   $(34.2)  (4)
                                   =========================

Billed Electric Energy 
Sales (Millions of KWH):
  Residential                       2,576    2,579        (3)    -
  Commercial                        1,923    1,917         6     -
  Industrial                        2,954    2,805       149     5
  Governmental                        119      115         4     3
                                   -------------------------
    Total retail                    7,572    7,416       156     2
  Sales for resale
    Associated companies            3,755    6,238    (2,483)  (40)
    Non-associated companies        2,029    2,269      (240)  (11)
                                   -------------------------
    Total                          13,356   15,923    (2,567)  (16)
                                   =========================

      Electric operating revenues decreased in the second quarter
and  first  six months of 1995 due primarily to lower  sales  for
resale  to  associated companies caused by changes in  generation
availability   and   requirements  among  the  System   operating
companies.   This decrease was partially offset by higher  retail
sales due primarily to an increase in customers and power usage.

      The  changes  in electric operating revenue for  the  three
months and six months ended June 30, 1995 are as follows:
                                      
                                   Three Months Ended    Six Months Ended
         Description               Increase/(Decrease) Increase/(Decrease)
                                             (In Millions)
  Change in base rates                   $1.6              $ 2.6
  Rate riders                             1.4                1.7
  Fuel cost recovery                     (0.6)               3.6
  Sales volume/weather                    1.7                3.8
  Other revenue (including unbilled)      4.4                8.5
  Sales for resale                      (11.2)             (54.4)
                                        -----             ------
  Total                                 $(2.7)            $(34.2)
                                        =====             ======

Expenses

      Operating expenses decreased in the second quarter of  1995
due  primarily  to  lower  fuel  and  fuel-related  expenses  and
purchased  power expenses partially offset by higher  income  tax
expense.   Fuel  and  fuel-related expenses and  purchased  power
expenses  decreased  due  to  the  lower  sales  for  resale   to
associated companies as noted in "Revenues and Sales" above.  The
increase in income tax expense is primarily due to higher  pretax
income.

      Operating expenses decreased for the six months of 1995 due
primarily  to lower fuel and fuel-related expenses and  purchased
power  expenses  partially offset by higher other  operation  and
maintenance expenses and income tax expenses.  Fuel and purchased
power  expenses decreased for the reasons discussed  above.   The
increase in other operation and maintenance expenses is primarily
the  result  of additional work being performed and  the  use  of
materials  during ANO 1's scheduled refueling outage which  began
in  mid-February 1995 and was completed in early April 1995.   In
addition, ANO 2 experienced a 30 day mid-cycle outage during  the
first  quarter  of 1995 which also required additional  work  and
materials.   Income tax expense increased primarily  due  to  the
write-off   in  1994 of the investment tax credit  in  accordance
with the FERC Settlement.

GSU

Net Income

      Net  income increased for the three months and  six  months
ended June 30, 1995 primarily due to a reduction of the provision
for  rate refund associated with a 1995 PUCT rate order (see Note
2  for  further information).  This increase was partially offset
by an increase in taxes other than income taxes.

      Significant factors affecting the results of operations and
causing  variances between the three months and six months  ended
June  30, 1995 and 1994 are discussed under "Revenues and  Sales"
and "Expenses" below.

Revenue and Sales

      Detailed  below are GSU's operating revenues by source  and
KWH sales for the three months and six months ended June 30, 1995
and 1994:
                                                                             
                                   Three Months Ended Increase       
    Description                      1995     1994   (Decrease) %   
                                             (In millions)

Electric Department Operating Revenues:
  Residential                      $ 132.6  $ 132.7     $(0.1)    - 
  Commercial                          99.3    102.4      (3.1)   (3)
  Industrial                         145.2    159.9     (14.7)   (9)        
  Governmental                         6.2      6.4      (0.2)   (3)         
                                   --------------------------
    Total retail                     383.3    401.4     (18.1)   (5)     
  Sales for resale                                                 
    Associated companies              22.6      4.7      17.9   381  
    Non-associated companies          15.8     15.7       0.1     1 
  Other                               40.6     17.2      23.4   136  
                                   --------------------------
    Total Electric Department      $ 462.3   $439.0    $ 23.3     5 
                                   ==========================
Billed Electric Energy 
Sales (Millions of KWH):
  Residential                        1,754    1,672        82     5
  Commercial                         1,507    1,462        45     3
  Industrial                         3,677    3,811      (134)   (4)
  Governmental                          63       74       (11)  (15)
                                     ------------------------
    Total retail                     7,001    7,019       (18)    -
  Sales for resale                             
    Associated companies             1,057      589       468    79
    Non-associated companies           548      120       428   357
                                     ------------------------            
    Total Electric Department        8,606    7,728       878    11
  Steam Department                     452      421        31     7
                                     ------------------------
     Total                           9,058    8,149       909    11
                                     ========================


                                    Six Months Ended  Increase        
    Description                      1995     1994   (Decrease)  %   
                                            (In Millions)           
Electric Department Operating Revenues:
  Residential                      $ 249.1  $ 256.5    $(7.4)   (3)
  Commercial                         191.6    197.1     (5.5)   (3)
  Industrial                         287.5    312.9    (25.4)   (8)
  Governmental                        12.4     12.7     (0.3)   (2)
                                   -------------------------
    Total retail                     740.6    779.2    (38.6)   (5)
  Sales for resale                             
    Associated companies              32.8     14.0     18.8   134
    Non-associated companies          30.6     24.8      5.8    23
  Other                               37.1     23.1     14.0    61
                                   -------------------------
    Total Electric Department      $ 841.1   $841.1      -       -
                                   =========================
Billed Electric Energy 
Sales (Millions of KWH):
  Residential                        3,315    3,273     42    1
  Commercial                         2,849    2,769     80    3
  Industrial                         7,347    7,386    (39)  (1) 
  Governmental                         151      148      3    2
                                    ----------------------
    Total retail                    13,662   13,576     86    1
  Sales for resale                             
    Associated companies             1,558      987    571   58
    Non-associated companies         1,021      263    758  288
                                    ----------------------
    Total Electric Department       16,241   14,826  1,415   10
  Steam Department                     849      831     18    2
                                    ----------------------
    Total                           17,090   15,657  1,433    9
                                    ======================

      Electric  operating revenues increased in the three  months
ended June 30, 1995 primarily due to a reduction of the provision
for  rate  refund associated with a 1995 PUCT rate order  and  an
increase in sales for resale.  This increase was partially offset
by a decrease in fuel revenues.

     Electric operating revenues were basically unchanged for the
first  six  months of 1995 primarily due to lower  fuel  revenues
which  were offset by higher sales for resale.  Sales for  resale
increased  as  a  result of an increase in  sales  to  associated
companies  caused  by  changes  in  generation  availability  and
requirements among the System operating companies.

     Gas operating revenues decreased for the first six months of
1995 primarily due to a decrease in residential sales.

      The  changes  in electric operating revenue for  the  three
months and six months ended June 30, 1995 are as follows:

                                  Three Months Ended     Six Months Ended
              Description         Increase/(Decrease)   Increase/(Decrease)
                                             (In Millions)
  Change in base rates                   $12.2             $(6.6)
  Fuel cost recovery                     (24.8)            (38.9)
  Sales volume/weather                     3.5               6.1
  Other revenue (including unbilled)      14.4              14.8
  Sales for resale                        18.0              24.6
                                         -----             -----
  Total                                  $23.3             $  -
                                         =====             =====
Expenses

     Operating expenses increased for the three months ended June
30, 1995 primarily due to increased taxes other than income taxes
and  income  taxes,  partially offset by  lower  purchased  power
expense.   Taxes other than income taxes increased primarily  due
to  a  refund of franchise taxes in 1994.  Income taxes increased
primarily  due to a decrease in tax depreciation associated  with
River  Bend and higher pre-tax income for this period.  Purchased
power   expense  decreased  primarily  due  to  the  changes   in
generation   availability  and  requirements  among  the   System
operating companies.  This increase in generation was offset by a
decrease in the price of fuel.

      Operating  expenses remained relatively unchanged  for  the
first six months of 1995 primarily due to the same reasons as the
three months ended June 30, 1995 (discussed above).  In addition,
other  operation  and  maintenance  expenses  increased  slightly
primarily  due  to  additional restructuring charges  which  were
partially  offset by the prior year severance charges related  to
the merger.

      Other interest - net decreased for the three months and six
months ended June 30, 1995 primarily due to the one time interest
charge  associated  with the March 1994 Louisiana  Supreme  Court
ruling requiring GSU to refund to ratepayers the portion of GSU's
cost  to  purchase  power  from Nelson Industrial  Steam  Company
(NISCO) representing the excess of NISCO's purchase price of  the
units over GSU's depreciated cost of the units.

LP&L

Net Income

      Net  income increased for the three months and  six  months
ended  June  30,  1995.  This is due  primarily  to  lower  other
operating  and  maintenance expenses partially offset  by  higher
income tax expense.

      Significant factors affecting the results of operations and
causing  variances between the three months and six months  ended
June  30, 1995 and 1994 are discussed under "Revenues and  Sales"
and "Expenses" below.

Revenues and Sales

      Detailed below are LP&L's operating revenues by source  and
KWH sales for the three months and six months ended June 30, 1995
and 1994.

                                   Three Months Ended Increase        
    Description                      1995     1994   (Decrease) %   
                                             (In millions)
Electric Operating Revenues:
  Residential                      $ 132.9  $ 139.4   $(6.5)   (5)
  Commercial                          85.4     92.0    (6.6)   (7)
  Industrial                         153.5    169.1   (15.6)   (9)
  Governmental                         7.8      7.9    (0.1)   (1)
                                   ------------------------
    Total retail                     379.6    408.4   (28.8)   (7)
  Sales for resale                                 
    Associated companies               0.2      0.1     0.1   100
    Non-associated companies          13.6      8.7     4.9    56
  Other                               12.7     24.4   (11.7)  (48)
                                   ------------------------
    Total                          $ 406.1  $ 441.6  $(35.5)   (8)
                                   ========================

Billed Electric Energy 
Sales (Millions of KWH):
  Residential                       1,787    1,691      96    6
  Commercial                        1,159    1,118      41    4
  Industrial                        4,247    3,979     268    7
  Governmental                        108       99       9    9
                                    ----------------------
    Total retail                    7,301    6,887     414    6
  Sales for resale                                 
    Associated companies                9        1       8   80
    Non-associated companies          360      216     144   67
                                    ----------------------
    Total                           7,670    7,104     566    8
                                    ======================

                                    Six Months Ended  Increase       
    Description                      1995     1994   (Decrease)  %   
                                            (In Millions)              
Electric Operating Revenues:
  Residential                      $ 244.8  $ 264.4   $(19.6)   (7)
  Commercial                         161.4    172.8    (11.4)   (7)
  Industrial                         302.4    329.0    (26.6)   (8)
  Governmental                        15.5     15.8     (0.3)   (2) 
                                   -------------------------
    Total retail                     724.1    782.0    (57.9)   (7)
  Sales for resale                                 
    Associated companies               0.4      0.2      0.2   100
    Non-associated companies          23.6     15.5      8.1    52
  Other                               11.0     27.8    (16.8)  (60)
                                   -------------------------
    Total                          $ 759.1  $ 825.5   $(66.4)   (8)
                                   =========================

Billed Electric Energy 
Sales (Millions of KWH):
  Residential                       3,374    3,371       3    -
  Commercial                        2,178    2,146      32    1
  Industrial                        8,326    7,956     370    5
  Governmental                        218      206      12    6
                                   -----------------------
    Total retail                   14,096   13,679     417    3
  Sales for resale                                 
    Associated companies               19        4      15   37
    Non-associated companies          574      341     233   68
                                   -----------------------
    Total                          14,689   14,024     665    5
                                   =======================
       
       Electric operating revenues were lower in the three months
and  six  months ended June 30, 1995 primarily due to lower  fuel
adjustment revenues, which do not affect net income. In addition,
a reserve for rate refund was established (see Note 2 for further
information)  and completion of the amortization of the  proceeds
resulting  from  litigation with a gas  supplier  in  the  second
quarter  of  1994 resulted in decreased other operating  revenues
partially offset by higher sales to non-associated utilities.

      The  changes  in electric operating revenue for  the  three
months and six months ended June 30, 1995 are as follows:
                                    
                                 Three Months Ended  Six Months Ended
            Description           Increase/(Decrease)  Increase/(Decrease)
                                           (In Millions)
  Change in base rates                $(10.4)             $(9.7)
  Fuel cost recovery                   (39.9)             (66.2)
  Sales volume/weather                  13.8               10.5
  Other revenue (including unbilled)    (4.0)              (9.3)
  Sales for resale                       5.0                8.3
                                      ------             ------
  Total                               $(35.5)            $(66.4)
                                      ======             ======
Expenses

      Operating expenses decreased for the three months  and  six
months ended June 30, 1995 primarily due to lower fuel, purchased
power,  and  other  operation and maintenance expenses  partially
offset  by  higher  income tax expense.  Fuel expenses  decreased
primarily  due  to  lower deferred fuel  cost.  The  decrease  in
purchased power expense is primarily due to changes in generation
availability   and   requirements  among  the  System   operating
companies.   Other  operation and maintenance expenses  decreased
primarily  due to lower fossil and nuclear maintenance activities
and  a  court  settlement reducing legal expense.   Income  taxes
increased  primarily  due  to  a  decrease  in  tax  depreciation
associated with Waterford 3 and higher pre-tax income.

MP&L

Net Income

     Net income decreased slightly in the three months ended June
30, 1995 due primarily to decreased sales for resale.

      Net  income increased in the six months ended June 30, 1995
due  primarily  to a decrease in other operation and  maintenance
expenses  and  an increase in sales. The increase  in  sales  was
partially offset by lower retail revenues due to the effects of a
March 1994 rate reduction.

      Significant factors affecting the results of operations and
causing  variances between the three months and six months  ended
June  30, 1995 and 1994 are discussed under "Revenues and  Sales"
and "Expenses" below.

Revenues and Sales

      Detailed below are MP&L's operating revenues by source  and
KWH sales for the three months and six months ended June 30, 1995
and 1994:

                                   Three Months Ended Increase          
    Description                      1995     1994   (Decrease) %   
                                             (In millions)
Electric Operating Revenues:
  Residential                       $ 74.5    $ 75.0    $(0.5)  (1)
  Commercial                          63.2      61.9      1.3    2
  Industrial                          43.7      45.0     (1.3)  (3)
  Governmental                         6.8       7.3     (0.5)  (7)
                                   --------------------------
    Total retail                     188.2     189.2     (1.0)  (1)
  Sales for resale                                                       
    Associated companies               6.0      11.0     (5.0) (45)
    Non-associated companies           5.4       4.5      0.9   20
  Other                               40.7      25.1     15.6   62
                                   --------------------------
    Total                          $ 240.3   $ 229.8   $ 10.5    5
                                   ==========================
Billed Electric Energy 
Sales (Millions of KWH):
  Residential                          884      869       15     2
  Commercial                           794      749       45     6
  Industrial                           741      713       28     4
  Governmental                          80       87       (7)   (8)
                                     -----------------------
    Total retail                     2,499    2,418       81     3
  Sales for resale                                  
    Associated companies               100      300     (200)  (67)
    Non-associated companies           176      141       35    25
                                     -----------------------
    Total                            2,775    2,859      (84)   (3)
                                     =======================

                                    Six Months Ended  Increase        
    Description                      1995     1994   (Decrease)  %   
                                            (In Millions)            
                                        
Electric Operating Revenues:
  Residential                       $ 141.6  $ 151.1   $ (9.5)  (6)
  Commercial                          118.8    120.3     (1.5)  (1)
  Industrial                           83.9     89.1     (5.2)  (6)
  Governmental                         13.3     13.9     (0.6)  (4)
                                    -------------------------
    Total retail                      357.6    374.4    (16.8)  (4)
  Sales for resale                                  
    Associated companies               12.6     16.1     (3.5) (22)
    Non-associated companies            9.6      7.5      2.1   28
  Other                                53.8     19.2     34.6  180
                                    -------------------------
    Total                           $ 433.6  $ 417.2   $ 16.4    4
                                    =========================
Billed Electric Energy 
Sales (Millions of KWH):

  Residential                        1,817    1,845     (28)  (2)
  Commercial                         1,518    1,432      86    6
  Industrial                         1,464    1,405      59    4
  Governmental                         158      164      (6)  (4)
                                     ----------------------
    Total retail                     4,957    4,846     111    2
  Sales for resale                                  
    Associated companies               259      356     (97) (27)
    Non-associated companies           316      217      99   46
                                     ----------------------
    Total                            5,532    5,419     113    2
                                     ======================

      Electric operating revenues increased in the three months ended
June  30, 1995 due to an increase in other revenues, partially offset
by  lower sales for resale. Other revenues increased primarily due to
Grand  Gulf  over/under recovery, which does not affect  net  income.
Sales  for  resale decreased primarily due to changes  in  generation
availability and requirements among the System operating companies.

      Electric  operating revenues increased in the six months  ended
June  30, 1995 due to an increase in other revenues, partially offset
by  lower retail revenues. Other revenues increased primarily due  to
Grand  Gulf  over/under recovery, which does not affect  net  income.
Retail  revenues decreased primarily due to the effects  of  a  March
1994 rate reduction.

      The  changes in electric operating revenue for the three months
and six months ended June 30, 1995 are as follows:
                                      
                                 Three Months Ended    Six Months Ended
            Description          Increase/(Decrease)  Increase/(Decrease)
                                             (In Millions)
Change in base rates                    $(0.5)            $(5.4)
Grand Gulf rate rider                    (6.4)            (14.3)
Fuel cost recovery                        3.9              (0.2)
Sales volume/weather                      2.1               3.1
Other revenue (including unbilled)       15.6              34.6
Sales for resale                         (4.2)             (1.4)
                                        -----             -----
Total                                   $10.5             $16.4
                                        =====             =====
Expenses

     Operating expenses increased for the three months and six months
ended  June 30, 1995 primarily due to increased amortization of  rate
deferrals  and increased fuel and purchase power costs.  In addition,
the increase in operating  expenses for the six months ended June 30,
1995  was  partially  offset by a decrease  in  other  operation  and
maintenance expense.  The amortization of rate deferrals increased in
the  three  months and six months ended June 30, 1995 reflecting  the
fact  that MP&L, based on the Revised Plan, collected more Grand Gulf
1-related costs from its customers in the three months and six months
ended June 30, 1995 than it recovered in the same period in 1994.

      Purchased power increased for the three months ended  June  30,
1995 primarily due to increased purchase power prices.  Fuel and fuel-
related  expenses and purchased power increased for  the  six  months
ended   June  30,  1995  due  to  increased  generation  requirements
resulting   from  increased  energy  sales.   Other   operation   and
maintenance expenses decreased for the six months ended June 30, 1995
primarily  due  to  increased maintenance incurred at  various  plant
sites during the three months ended March 31, 1994.

NOPSI

Net Income

      Net  income decreased in the three months and six months  ended
June  30, 1995 due primarily to a permanent rate reduction that  took
effect  on  January 1, 1995 partially offset by a decrease  in  other
operation and maintenance expenses.

      Significant  factors affecting the results  of  operations  and
causing variances between the three months and six months ended  June
30,  1995  and  1994  are discussed under "Revenues  and  Sales"  and
"Expenses" below.

Revenues and Sales

      Detailed below are NOPSI's operating revenues by source and KWH
sales  for  the three months and six months ended June 30,  1995  and
1994.

                                                                         
                                   Three Months Ended Increase               
    Description                      1995     1994   (Decrease) %   
                                             (In millions)
Electric Operating Revenues:
  Residential                      $ 31.0   $ 33.6   $ (2.6)   (8)
  Commercial                         35.4     41.1     (5.7)  (14)
  Industrial                          5.6      6.8     (1.2)  (18)
  Governmental                       12.8     15.1     (2.3)  (15)
                                   ------------------------
    Total retail                     84.8     96.6    (11.8)  (12)
  Sales for resale                                                           
    Associated companies              0.0      0.9     (0.9) (100)
    Non-associated companies          2.4      2.2      0.2     9
  Other                               9.9      7.9      2.0    25
                                   ------------------------
    Total                          $ 97.1  $ 107.6   $(10.5)  (10)
                                   ========================

Billed Electric Energy 
Sales (Millions of KWH):
  Residential                        473      433       40    9
  Commercial                         522      498       24    5
  Industrial                         146      135       11    8
  Governmental                       248      234       14    6
                                   -----------------------
    Total retail                   1,389    1,300       89    7
  Sales for resale                                                      
    Associated companies               2       34      (32) (94)
    Non-associated companies          76       67        9   13
                                   -----------------------
    Total                          1,467    1,401       66    5
                                   =======================

                                    Six Months Ended  Increase            
    Description                      1995     1994   (Decrease)  %   
                                            (In Millions)                    
Electric Operating Revenues:
  Residential                      $ 52.8   $ 61.6   $ (8.8)   (14)
  Commercial                         67.9     80.1    (12.2)   (15)
  Industrial                         10.7     13.1     (2.4)   (18)
  Governmental                       23.5     29.0     (5.5)   (19)
                                   ------------------------
    Total retail                    154.9    183.8    (28.9)   (16)
  Sales for resale                                
    Associated companies              1.3      0.9      0.4     44
    Non-associated companies          4.3      3.6      0.7     19
  Other                              14.7     (1.8)    16.5   (917)
                                  -------------------------                  
    Total                         $ 175.2  $ 186.5   $(11.3)    (6)
                                  =========================

Billed Electric Energy 
Sales (Millions of KWH):
  Residential                        825      800       25     3
  Commercial                         962      955        7     1
  Industrial                         269      254       15     6
  Governmental                       458      445       13     3
                                   -----------------------
    Total retail                   2,514    2,454       60     2
  Sales for resale                                                           
    Associated companies              68       36       32     8
    Non-associated companies         136       94       42     4
                                   -----------------------
    Total                          2,718    2,584      134     5
                                   =======================

      Electric  operating  revenues decreased  in  the  three  months
and  six  months ended June 30, 1995 due primarily to a  decrease  in
retail  base  revenues.   This decrease was  partially  offset  by  a
reserve  for  revenue  reduction recorded in  the  first  quarter  of
1994  and  increased  sales  for resale to associated  companies  for
the six months ended June 30, 1995.

      The  changes  in  electric  operating  revenue  for  the  three
months and six months ended June 30, 1995 are as follows:

                                  Three Months Ended     Six Months Ended
             Description          Increase/(Decrease)   Increase/(Decrease)
                                             (In Millions)
  Change in base rates                  $(10.8)              $(3.3)
  Fuel cost recovery                      (1.4)               (7.1)
  Sales volume/weather                     4.3                 2.7
  Other revenue (including unbilled)      (1.9)               (4.7)
  Sales for resale                        (0.7)                1.1
                                        ------              ------
  Total                                 $(10.5)             $(11.3)
                                        ======              ======

      For  the three months and  six months ended June 30,  1995,
gas  operating revenues decreased due primarily to decreased  gas
sales,  the rate reduction agreed to in the 1994 NOPSI Settlement
effective  January 1, 1995, and a lower unit purchase  price  for
gas purchased for resale.

Expenses

      Operating expenses decreased for the three months  and  six
months ended June 30, 1995 due primarily to lower fuel and  other
operation and maintenance expenses.

      The decrease in fuel and fuel-related expenses is partially
offset  by an increase in purchased power expenses for the  three
months  ended June 30, 1995.  Gas purchased for resale  decreased
for the six months ended June 30, 1995 due primarily to decreased
gas  sales  and  a  lower unit purchase price.   Purchased  power
expenses increased in the three months and six months ended  June
30,  1995  due  primarily  to changes in generation  requirements
among the System operating companies and higher costs.

     Other operation and maintenance expenses decreased primarily
due  to  a  decrease  in maintenance activity and  lower  payroll
expenses.   The  decrease in payroll expenses is  the  result  of
restructuring and  a decrease in the number of employees.  Income
taxes   decreased  in the three months ended June  30,  1995  due
primarily to lower pre-tax income.

SYSTEM ENERGY

Net Income

      Net  income decreased for the three months ended  June  30,
1995,   due  primarily  to  increased  nuclear  refueling  outage
expenses,  partially  offset by an  increase  in  revenues.   Net
income  for  the  six  months ended June 30, 1995  was  virtually
unchanged from the same period in 1994.

      Significant factors affecting the results of operations and
causing  variances  between the second  quarters  and  first  six
months  of  1995  and  1994 are discussed  under  "Revenues"  and
"Expenses" below.

Revenues

      Operating revenues recover operating expenses, depreciation
and  capital  costs attributable to Grand Gulf  1.   The  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 allocable to its investment in Grand Gulf 1.

      Operating revenues increased for the three months  and  six
months  ended June 30, 1995, due primarily to increased  expenses
in  connection  with a Grand Gulf 1 refueling outage  and  higher
depreciation, amortization, and decommissioning expense offset by
a  lower return on System Energy's decreasing investment in Grand
Gulf 1 (caused by depreciation of the unit).

Expenses

      Operation and maintenance expenses increased for the  three
months  and  six  months ended June 30, 1995,  principally  as  a
result of a refueling outage which began April 15, 1995 and ended
June  9, 1995. Fuel expense decreased for the second quarter  and
first six months of 1995 as a result of the refueling outage.

      Depreciation,  amortization,  and  decommissioning  expense
increased for the three months and six months ended June 30,  due
primarily   to   increases  of  $2  million   and   $5   million,
respectively,  in  amortization  expense  as  a  result  of   the
reclassification  of  $81  million  of  Grand  Gulf  1  costs  in
accordance with the November 1994 FERC Settlement.  The  increase
in  amortization expense was partially offset by  a  decrease  in
depreciation expense related to the reclassified costs.

      Interest expense decreased in the second quarter and  first
six   months  of  1995  due  primarily  to  the  retirement   and
refinancing of high-cost long-term debt.


              SIGNIFICANT FACTORS AND KNOWN TRENDS
                                

Entergy  Corporation, AP&L, GSU, LP&L, MP&L,  NOPSI,  and  System
Energy

Competition and Industry Challenges

       The  electric  utility  industry,  including  Entergy,  is
experiencing increased competitive pressures.  Entergy is seeking
to  continue  as  a  leading competitor in the changing  electric
energy   business.   Competition  presents  Entergy   with   many
challenges.  The following have been identified by Entergy as its
major competitive challenges.

Entergy Retail and Wholesale Rate Issues
     
      Increasing competition anticipated in the utility  industry
as  well  as recent rate reductions increase the need for Entergy
to  reduce  its  costs.   The  retail  regulatory  philosophy  is
shifting  in  some jurisdictions from traditional cost-of-service
regulation   to   incentive-rate   regulation.    Incentive   and
performance-based   rate   plans   encourage   efficiencies   and
productivity  while permitting utilities and their  customers  to
share in the results.  MP&L implemented an incentive-rate plan in
March  1994,  and in June 1995, the LPSC approved  a  performance
based  formula  rate plan for LP&L. GSU agreed to  shared-savings
plans  as  part of the Merger.  Recognizing that many  industrial
customers  have  energy alternatives, Entergy continues  to  work
with  these customers to address their needs.  In certain  cases,
competitive prices are negotiated, using variable-rate designs.

     As discussed on pages 23, 26, 27-28, 92, 94-95, 97, 183, 261
and  295  of  the  Form 10-K during the fiscal year  1994,  GSU's
Louisiana   jurisdiction,  MP&L  and  NOPSI  reduced   rates   in
accordance  with regulatory orders.  During the first six  months
of  1995, GSU's Texas jurisdiction and LP&L were also required by
regulators to reduce rates.  See Note 2 for additional discussion
of Entergy's rate activities.

      In  connection with the Merger, AP&L and MP&L  agreed  with
their  respective  retail regulators not to request  any  general
retail  rate  increases  that would take effect  before  November
1998, with certain exceptions.  MP&L also agreed that during this
period retail base rates under its formula rate plan would not be
increased above the level of rates in effect on November 1, 1993.
GSU  agreed  with  the  LPSC and PUCT to  a  five-year  Rate  Cap
(beginning January 1, 1994) on retail electric rates, and to pass
through  to  retail  customers the fuel  savings  and  a  certain
percentage of the nonfuel savings created by the Merger.

      In  the  wholesale rate area, FERC approved in  1992,  with
certain  modifications, the proposal of AP&L, LP&L, MP&L,  NOPSI,
and  Entergy Power to sell wholesale power at market-based  rates
and  to  provide  to  electric utilities  "open  access"  to  the
System's  transmission system (subject to certain  requirements).
GSU  was  later added to this filing.  On October  31,  1994,  as
amended  on  January 25, 1995, Entergy Services filed  with  FERC
revised  transmission  tariffs  intended  to  provide  access  to
transmission service on the same or comparable bases, terms,  and
conditions  as  the System operating companies, and  the  tariffs
were subsequently approved.  Open access and market pricing, once
they  take effect, will increase marketing opportunities for  the
System,  but will also expose the System to the risk of  loss  of
load  or  reduced  revenues due to competition  with  alternative
suppliers.

      In  light  of  the  rate issues discussed above,  Entergy's
utility  subsidiaries are aggressively reducing  costs  to  avoid
potential  earnings erosions that might result,  as  well  as  to
compete  successfully by becoming a low-cost producer.  In  1995,
Entergy implemented a restructuring program related to certain of
its  operating  units, designed to reduce costs  and  to  improve
operating efficiencies.  See pages 117, 155, 201, 238, and 306 of
the  Form  10-K  and  Note 6 for further information.   Also,  in
response to an increasingly competitive environment, AP&L,  LP&L,
MP&L, and NOPSI have announced intentions to revise their initial
least-cost  planning activities, and GSU is  continuing  to  work
with the LPSC and PUCT regarding integrated resource planning.

Potential Changes in the Electric Utility Industry

      Retail wheeling, the transmission by an electric utility of
energy produced by another entity over the utility's transmission
and  distribution  system to a retail customer  in  the  electric
utility's area of service, is also evolving.  Over a dozen states
have  been  or are studying or experimenting with the concept  of
retail  competition.   In  April  1994,  the  state  of  Michigan
initiated  a  five-year  experiment  that  would  allow   limited
competition  among  public utilities; however,  it  is  currently
being  challenged  in  the courts.  In May 1995,  the  California
Public  Utilities  Commission adopted a preliminary  proposal  to
create  a wholesale power pool (Poolco).  Under the proposal  the
FERC  would have exclusive jurisdiction over the pool,  while  an
independent  operator would manage the transmission  network  and
generation  dispatch.   Customers  would  access  Poolco  through
bilateral  contracts  at least two years after  the  pool  begins
operation.   The  Rhode  Island Public Utilities  Commission  has
adopted  a  proposal  calling  for, among  other  things,  retail
wheeling  and the unbundling of generation from transmission  and
distribution  services.  The Massachusetts Department  of  Public
Utilities has also considered a similar proposal.  These types of
proposals  are indicative of the movement of the retail  electric
market toward deregulation and increased competition.  The retail
market  for  electricity is expected to become  more  competitive
with  such  moves toward deregulation and with greater  focus  on
customer choice.

       The   movement  of  the  retail  electric  market   toward
deregulation and increased competition is also prevalent in areas
of the country in which Entergy presently operates.  On April 21,
1995, a newly incorporated entity, Crescent City Utilities, Inc.,
submitted  to the Council a draft resolution intended  to  permit
the use of NOPSI's gas and electric transmission and distribution
facilities  by any other franchised utility to supply electricity
and  gas to retail customers in New Orleans.  On April 27,  1995,
the Council issued a statement noting that the Council played  no
role  in  the  development of the resolution,  that  it  had  not
received  the  document formally and that no  hearings  had  been
scheduled  to  address its merits.  However,  the  Council  later
stated  its  intention  to schedule public hearings  to  consider
competition in the electric utility service industries and retail
electric  industry.  No  schedule  for  such  hearings  has  been
announced.  The Texas legislature has recently revised the Public
Utility Regulatory Act, the law regulating electric utilities  in
Texas.  The  revised  law permits utility and non-utility  exempt
wholesale generators and power marketers to sell wholesale  power
in  the  state. The revised law also allows for flexible  pricing
but does not change the current law governing retail wheeling  or
treatment of federal income taxes.  During the second quarter  of
1995,  the  Louisiana legislature considered  a  bill  permitting
local retail wheeling; however, the bill was defeated.

      In some areas of the country, municipalities (or comparable
entities)  whose residents are served at the retail level  by  an
investor-owned utility pursuant to a franchise, are exploring the
possibility of establishing new distribution systems in order  to
serve  retail  customers, especially large industrial  customers,
that  currently  receive service from an investor-owned  utility.
These  options  depend on the terms of a utility's  franchise  as
well  as  on  state  law  and regulation.   In  addition,  FERC's
authority  to order utilities to transmit for a new or  expanding
municipal   system  is  limited  in  certain   respects.    Where
successful, however, the establishment of a municipal  system  or
the  acquisition  by a municipal system of a utility's  customers
could result in the inability of a utility to recover costs  that
it has incurred in serving those customers.

      In  mid-1994,  FERC issued a notice of proposed  rulemaking
concerning  a regulatory framework for dealing with  recovery  of
stranded  costs, such as those associated with high-cost  nuclear
generating units, which may be incurred by electric utilities  as
a  result  of  increased competition.  In addition to  addressing
recovery  of  stranded  costs related to wholesale  service,  the
proposal  requested  comment as to recovery  of  retail  stranded
costs  in  transmission rates where state regulatory  authorities
failed  to  address the issue or were in conflict. On  March  29,
1995, FERC issued a supplemental notice of proposed rulemaking in
this  proceeding which would require public utilities to  provide
non-discriminatory open access transmission service to  wholesale
customers, and which would also provide guidance on the  recovery
of  wholesale  and  retail stranded costs.  Under  the  proposal,
public  utilities would be required to file transmission  tariffs
for both point-to-point and network services.  Model transmission
tariffs  were included in the proposal.  With regard  to  pending
proceedings, including Entergy's tariff proceeding, FERC directed
the parties to proceed with their cases while taking into account
FERC's  views expressed  in the proposed rule.  Comments will  be
filed  in  August 1995, with reply comments in October 1995.  The
risk  of  exposure  to  stranded  costs  which  may  result  from
competition in the industry will depend on the extent and  timing
of  retail  competition, the resolution of jurisdictional  issues
concerning  stranded cost recovery, and the extent to which  such
costs  are recovered from departing or remaining customers, among
other matters.

Significant Industrial Cogeneration Effects

      Cogeneration projects developed or considered by certain of
GSU's  industrial  customers over the  last  several  years  have
resulted  in GSU developing and securing approval of rates  lower
than  the rates previously approved by the PUCT and LPSC for such
industrial  customers.  Such rates are designed  to  retain  such
customers,  and to compete for and to develop new loads,  and  do
not  presently recover GSU's full cost of service.   The  pricing
agreements at non-full cost of service based rates fully  recover
all   related  costs  but  provide  only  a  minimal  return   on
investments.  Substantially all of such pricing agreements expire
no  later than 1997.  In the second quarter of 1995, KWH sales to
GSU's industrial customers at non-full cost of service rates made
up approximately 25% of GSU's total industrial class.

      In March 1995, LP&L received notice from a large industrial
customer  that  the  customer has decided  to  proceed  with  its
proposed  cogeneration project for the purpose of fulfilling  its
future  electric  energy needs.  The customer  will  continue  to
purchase   its   energy  requirements  until   its   cogeneration
facilities are completed, which is expected to be sometime  after
1999.  During 1994, this customer represented approximately 8% of
total  LP&L  industrial sales, and provided $19 million  of  base
revenue.

The Energy Policy Act of 1992
                                
     The Energy Policy Act of 1992 (EPAct) addresses a wide range
of  energy issues and is altering the way Entergy and the rest of
the  electric  utility  industry operate.  The  EPAct  encourages
competition and affords utilities the opportunities and the risks
associated  with an open and more competitive market environment.
The  EPAct  creates exemptions from regulation under  the  Public
Utility Holding Company Act of 1935 and creates a class of exempt
wholesale   generators  consisting  of  utility  affiliates   and
nonutilities that are owners and operators of facilities for  the
generation and transmission of power for sales at wholesale.  The
EPAct  also  gives  FERC  the authority to  order  investor-owned
utilities, including the System operating companies, to  transmit
power and energy to or for wholesale purchasers and sellers.  The
law  creates the potential for electric utilities and other power
producers to gain increased access to the transmission systems of
other  entities to facilitate wholesale sales.  Both  the  System
operating companies and Entergy Power expect to compete  in  this
market.   In  addition,  the EPAct allows utilities  to  own  and
operate   foreign  generation,  transmission,  and   distribution
facilities.   See  "Nonregulated Investments" below  for  further
information.

Public Utility Holding Company Act of 1935

      Entergy,  along  with  10  other electric  utility  holding
companies,  recently asked Congress to repeal the Public  Utility
Holding  Company  Act of 1935 (HCA).  The HCA  requires  detailed
oversight by the SEC of many business practices and activities of
utility holding companies and their subsidiaries including, among
other  things,  nonutility activities.  In  June  1995,  the  SEC
adopted  a  report  proposing  options  for  the  repeal  or  the
significant  modification of the HCA and  proposed  rule  changes
that  would  reduce  the  regulations governing  utility  holding
companies.  Entergy believes that the HCA inhibits its ability to
compete  in the evolving electric energy marketplace, and largely
duplicates the oversight activities already performed by FERC and
state  and  local public service commissions.  On June 30,  1995,
the  SEC  amended certain  rules  under  the  HCA  to  exempt the
requirement  to  receive  prior  authorization  for  all  capital 
contributions by a parent company to its subsidiary company.

Litigation and Regulatory Proceedings

      See Note 1 for information on the bankruptcy proceedings of
Cajun  and  litigation  with Cajun concerning  Cajun's  ownership
interest in River Bend and the related possible material  adverse
effects on GSU's financial condition.

      See Note 2 for information on the possible material adverse
effects  on  GSU's financial condition and results of  operations
due  to $463 million of potential net of tax write-offs, and $169
million  in  refunds  of  previously  collected  revenue.   These
possible   write-offs  and  refunds  are   in   connection   with
outstanding  appeals and remands regarding the River  Bend  plant
and rate deferrals.

Entergy Corporation and GSU

      The  acquisition  of  GSU by Entergy  Corporation  was  the
largest electric utility merger in United States history. Entergy
expects  to  achieve $850 million in fuel cost savings  and  $670
million  in  operation and maintenance expense  savings  over  10
years  as  a  result of the Merger.  Although common shareholders
experienced some dilution in earnings as a result of the  Merger,
Entergy believes that the Merger will ultimately be beneficial to
common  shareholders in terms of strategic benefits  as  well  as
economies  and  efficiencies produced.  For further  information,
see pages 117-118 and 201 of the Form 10-K.

Nonregulated Investments

      As discussed in Note 1 and on pages 3 and 4 of the Form 10-
K,  Entergy  Corporation continues to consider  opportunities  to
expand  its utility and utility-related businesses that  are  not
regulated by state and local regulatory authorities (nonregulated
businesses).   Entergy Corporation's investment  strategy  is  to
invest  in  nonregulated  business opportunities  that  have  the
potential  to  earn a greater rate of return than  its  regulated
utility  operations, and Entergy Corporation  may  invest  up  to
approximately $150 million per year for the next several years in
nonregulated  businesses.  See Part II for additional  discussion
of  Entergy  Corporation's  current  and  future  investments  in
nonregulated    businesses.   As  of  June  30,   1995,   Entergy
Corporation's  investment  in nonregulated  subsidiaries  totaled
$506.1 million.  In the near term, these investments are unlikely
to  have  a  positive  effect  on earnings;  however,  management
believes  that  these  investments  will  contribute  to   future
earnings  growth.   For  the first six months  of  1995,  Entergy
Corporation's  nonregulated investments reduced consolidated  net
income by approximately $21.6 million.

       On  March  31,  1995,  Entergy  Corporation,  through  its
subsidiary,  Entergy  Power Development Company  (EPDC),  entered
into  an  agreement with Enron Power Development  Corporation,  a
subsidiary of Enron Corporation, to acquire a 20% interest in the
Dabhol  Power  Project (Project), a 695 megawatt  combined  cycle
facility located in the State of Maharashtra, India.  Pursuant to
an  agreement, EPDC has placed approximately $20.5 million in  an
escrow  account.  If EPDC becomes a participant in  the  Project,
its  estimated investment in the first phase of the Project would
be approximately $90 million.  At that time, EPDC would also have
an  obligation to cover a pro-rata share of the cost overruns  up
to  approximately $30 million.  Subsequent to entering  into  the
agreement  with Enron Power Development Corporation,  the  newly-
elected Maharashtra state government investigated the Project and
its related cost of power.  On August 3, 1995, the Chief Minister
of  Maharashtra  stated that the government  of  Maharashtra  has
decided  to  suspend  the  first  phase of  the  Project, the 695 
megawatt facility, and "scrap" the second phase of  the  Project, 
a 1320 megawatt facility, and indicated  that orders to stop work 
would be issued.  In  view  of  these  developments,  Entergy  is 
uncertain as to the future of  the project and is considering its 
options.

     As discussed on page 3 of the Form 10-K, Entergy Corporation
requested  authorization  from  the  SEC  to  convert  the   debt
obligation  of  Entergy Power into equity.   On April  18,  1995,
Entergy  Corporation  received  authorization  from  the  SEC  to
consummate  this  transaction and converted this debt  obligation
into equity.

      As  discussed  in Part II and on page 4 of the  Form  10-K,
Entergy  Corporation provided to Entergy SASI  $72.3  million  in
loans to fund Entergy SASI's installment sale agreements with its
customers.   In  June 1995, Entergy Corporation contributed  $125
million  in  capital to Entergy SASI through Entergy Enterprises,
Inc. thus allowing Entergy SASI to convert its debt obligation to
Entergy Corporation into equity.

      In  June 1995, Entergy requested approval from the  SEC  to
form  a  new  non-regulated subsidiary named Entergy Technologies
Company (ETC).  ETC will offer bulk interstate telecommunications
service  to telecommunications providers who will in turn  market
that  contracted  capacity  to third  parties.   ETC  will  allow
Entergy    to   take   advantage   of   the   rapidly   expanding
telecommunications industry by marketing a portion  of  Entergy's
existing telecommunications system.

ANO Matters

      Entergy  Operations has made inspections and  repairs  from
time  to  time  on  ANO 2's steam generator.  Currently,  Entergy
Operations  is  in  the  process  of  gathering  information  and
assessing  various options for the repair or the  replacement  of
ANO 2's steam generator.  See Note 1 for additional information.


Deregulated Portion of River Bend

      As  of  June  30, 1995, GSU had not recovered a significant
amount  of  its investment in, or received any return  associated
with, the portion of River Bend included in the deregulated asset
plan  in  Louisiana  and  the portion of  River  Bend  placed  in
abeyance  as part of the Texas rate order which went into  effect
in  July  1988.   See  Note  2 for further  information.   Future
earnings  will continue to be adversely affected by the  lack  of
full  recovery  and  return  on the investment  and  other  costs
associated with River Bend.

      For  the  six  months  ended June 30,  1995,  GSU  recorded
revenues  resulting  from  the  sale  of  electricity  from   the
deregulated  asset  plan of approximately  $16.5  million  which,
absent  the deregulated asset plan, would not have been realized.
Operation   and  maintenance  expenses,  including   fuel,   were
approximately $16.5 million, and depreciation expense  associated
with the deregulated asset plan investment was approximately $9.2
million  for  the six months ended June 30, 1995.   For  the  six
months ended June 30, 1995, GSU recorded nonfuel revenue of  $0.2
million (included in the $16.5 million of total deregulated asset
plan revenue discussed above) which, absent the deregulated asset
plan,   would   not  have  been  realized.   The  operation   and
maintenance  expenses and depreciation expense allocated  to  the
deregulated asset plan as detailed above would have been incurred
at  River  Bend with or without the deregulated asset plan.   The
future  impact of the deregulated asset plan on GSU's results  of
operations  and  financial position will depend on  River  Bend's
future  operating  costs, the unit's efficiency and  availability
and  the future market for energy over the remaining life of  the
unit.    In addition, the deregulated asset plan will be  subject
to  the  requirements  of  SFAS 121 as discussed  in  Note  7  in
determining the recognition of any asset impairment.

Property Tax Exemptions

      Exemptions  from  the payment of Louisiana  local  property
taxes  on  Waterford 3 and River Bend, which have been in  effect
for 10 years for each of the plants, will expire in December 1995
and  December 1996, respectively.  LP&L and GSU are working  with
tax  authorities  to  determine the method  for  calculating  the
amount  of  the  property taxes to be paid  when  the  exemptions
expire.   LP&L  believes  that assessed property  taxes  will  be
recovered  from its customers through rates.  GSU  believes  that
assessed  property  taxes allocated to its  retail  jurisdictions
will be recovered from those customers through rates.

Environmental Issues

    GSU  has  been notified by the U. S. Environmental Protection
Agency  (EPA)  that  it  has  been designated  as  a  potentially
responsible  party  for  the cleanup of certain  hazardous  waste
disposal  sites.  GSU is currently negotiating with the  EPA  and
state  authorities regarding the cleanup of some of these  sites.
Several class action and other suits have been filed in state and
federal  courts  seeking relief from GSU and others  for  damages
caused  by  the  disposal of hazardous waste  and  for  asbestos-
related  disease  allegedly  resulting  from  exposure   on   GSU
premises.  While the amounts at issue in the cleanup efforts  and
suits  may  be  substantial, GSU believes  that  its  results  of
operations   and  financial  condition  will  not  be  materially
adversely affected by the outcome of the suits. Through June  30,
1995, $7.7 million has been expended on the cleanup.  As of  June
30, 1995, a remaining recorded liability of $20.7 million existed
relating  to  the  cleanup  of  six  sites  where  GSU  has  been
designated a potentially responsible party.   See pages 35-36, 39-
40,  and  196-197  of  the Form 10-K and Note  1  for  additional
discussion  of  the sites in which GSU has been designated  as  a
potentially responsible party by the EPA.

      During  1993,  the  Louisiana Department  of  Environmental
Quality  issued  new rules for solid waste regulation,  including
waste  water impoundments.  LP&L determined that certain  of  its
power  plant  waste  water impoundments were  affected  by  these
regulations  and  has  chosen to upgrade or  close  them.   As  a
result,  a  remaining recorded liability in the amount  of  $13.8
million  existed at June 30, 1995, for waste water  upgrades  and
closures  to  be  completed  by  1996.   Cumulative  expenditures
relating to the upgrades and closures of waste water impoundments
were  $2.3 million as of June 30, 1995.  See pages 37 and 233  of
the  Form  10-K and Note 1 for additional discussions  of  LP&L's
waste water impoundment upgrades and closures.

Accounting Issues

      New  Accounting Standard - In March 1995, the  FASB  issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" (SFAS 121) effective
January 1, 1996.  This standard describes circumstances which may
result  in  assets  being  impaired  and  provides  criteria  for
recognition and measurement of asset impairment.  See Notes 2 and
7  for  information regarding the potential impacts  of  the  new
accounting standard on Entergy.

      Continued Application of SFAS 71 - As a result of the EPAct
and  actions  of  regulatory commissions,  the  electric  utility
industry  is  moving toward a combination of  competition  and  a
modified   regulatory   environment.   The   System's   financial
statements currently reflect, for the most part, assets and costs
based on current cost-based ratemaking regulations, in accordance
with  SFAS  71, "Accounting for the Effects of Certain  Types  of
Regulation."  Continued applicability of SFAS 71 to the  System's
financial  statements requires that rates set by  an  independent
regulator  on a cost-of-service basis can actually be charged  to
and collected from customers.

      In  the  event that either all or a portion of a  utility's
operations  cease  to  meet those criteria for  various  reasons,
including deregulation, a change in the method of regulation or a
change in the competitive environment for the utility's regulated
services, the utility should discontinue application of  SFAS  71
for  the  relevant  portion.   That  discontinuation  should   be
reported by elimination from the balance sheet of the effects  of
any  actions  of  regulators recorded as  regulatory  assets  and
liabilities.

      As  of  June 30, 1995, and for the foreseeable future,  the
System's financial statements continue to follow SFAS 71,  except
for  certain portions of GSU's business (see page 88 of the  Form
10-K for additional information).

      Accounting for Decommissioning Costs - The staff of the SEC
has  questioned certain of the financial accounting practices  of
the   electric   utility  industry  regarding  the   recognition,
measurement, and classification of nuclear decommissioning  costs
for  nuclear  generating stations in the financial statements  of
electric   utilities.   See  Note  1  for  the  FASB's  tentative
conclusions    regarding   changes   in   the   accounting    for
decommissioning costs and the potential impact of  these  changes
on Entergy.


              ENTERGY CORPORATION AND SUBSIDIARIES
                   PART II. OTHER INFORMATION
                                
Item 1.  Legal Proceedings

System Agreement

Entergy Corporation, AP&L, GSU, LP&L, MP&L, and NOPSI

      In June 1995, the APSC filed a complaint with FERC alleging
that  because  of  changed  circumstances  FERC's  allocation  of
nuclear decommissioning costs in the System is no longer just and
reasonable.    The  APSC proposes that  the System  Agreement  be
amended  to  provide a new schedule that would  equalize  nuclear
decommissioning costs according to load responsibility among  the
pre-merger operating companies.

      See  pages 16-17 of the Form 10-K for a discussion  of  the
LPSC's  complaint  filed  with  FERC  alleging  that  the  System
Agreement results in unjust and unreasonable rates. On April  24,
1995, Entergy filed a response to the LPSC's complaint.  In April
1995,  the  LPSC filed an amended complaint with  FERC.   Entergy
filed a response to the LPSC's amended complaint in June 1995.

Merger-Related Proceedings

Entergy Corporation and GSU

      See  page  31  of the Form 10-K and page 71  of  the  First
Quarter  Form  10-Q  for information relating to  the  proceeding
pending  before the NRC Atomic Safety and Licensing Board (ASLB),
which was instigated by Cajun and concerns the two Merger-related
NRC  issued license amendments for River Bend.  In June 1995, the
NRC  affirmed  its  original findings  that  there  had  been  no
significant antitrust changes in the positions of Cajun  and  GSU
as  a  result of the Merger; and therefore, reissued the  license
amendments  approving the Merger.  The NRC  has  decided  not  to
petition  the  D.C.  Circuit  for a  rehearing;  however,  it  is
expected that Cajun will file a petition for review with the D.C.
Circuit.   See  pages  38-39  of the Form  10-K  for  information
regarding other merger-related suits.

Cajun - River Bend

Entergy Corporation and GSU

      See Note 1, and also see  pages 40 - 41, 106 - 108, and 191
-  193  of the Form 10-K; and pages 34 - 35 of the First  Quarter
Form  10-Q  for a discussion of the Cajun litigation.  A  hearing
was held on the pending Motions to Appoint a Trustee in the Cajun
bankruptcy  case.   An  order  was  issued  on  August  1,  1995,
directing  that the U.S. Trustee appoint a trustee in  the  Cajun
bankruptcy case within five dates from the date of the order.   A
decision  was also issued regarding the preemption dispute  among
Cajun, the RUS, and the LPSC, the LPSC's ratemaking authority  is
not preempted by the Federal law establishing the RUS.

Environmental Issues

AP&L

      See  Note  1  and  pages 34 and 35 of  the  Form  10-K  for
information  on  PCB  contamination  at  former  Reynolds  Metals
Company  (Reynolds) plant sites in Arkansas  to  which  AP&L  had
supplied power.  In May 1995, AP&L was named as a defendant in  a
suit  by  Reynolds,  seeking to recover  a  share  of  the  costs
associated  with the cleanup of hazardous substances  at  a  site
south  of  Arkadelphia, Arkansas.  Reynolds alleges that  it  has
spent  $11.2 million to clean up the site, and that the site  was
contaminated  in  part  with  PCBs  for  which  AP&L  bears  some
responsibility.  AP&L, voluntarily, at its expense,  has  already
completed  remediation at a nearby substation site, and  believes
that  it  has no liability for contamination at the site that  is
subject  to  the  Reynolds  suit and will  contest  the  lawsuit.
Regardless  of  the  outcome, AP&L does not believe  this  matter
would have a materially adverse effect on its financial condition
or results of operations.


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

Election of Board of Directors

Entergy Corporation


      The  annual  meeting of stockholders of Entergy Corporation
was  held  on May 26, 1995.  The following matters were voted  on
and  received  the  specified number of votes  for,  abstentions,
votes withheld (against), and broker non-votes:

1.  Election of Directors:
                                             Votes   Broker
Name of Nominee      Votes For Abstentions Withheld    Non-Votes

W. Frank Blount       195,996,179   N/A   1,910,038     N/A
John A. Cooper, Jr.   196,085,800   N/A   1,820,417     N/A
Lucie J. Fjeldstad    195,943,352   N/A   1,962,865     N/A
Norman C. Francis     195,727,190   N/A   2,179,027     N/A
Kaneaster Hodges, Jr. 196,007,250   N/A   1,898,967     N/A
Robert v. d. Luft     195,861,980   N/A   2,044,237     N/A
Edwin Lupberger       194,768,932   N/A   3,137,285     N/A
Kinnaird R. McKee     196,015,061   N/A   1,891,156     N/A
Paul W. Murrill       195,952,044   N/A   1,954,173     N/A
James R. Nichols      196,073,895   N/A   1,832,322     N/A
Eugene H. Owen        196,006,852   N/A   1,899,365     N/A
John N. Palmer, Sr.   196,147,203   N/A   1,759,014     N/A
Robert D. Pugh        196,031,905   N/A   1,874,312     N/A
H. Duke Shackelford   196,016,109   N/A   1,890,098     N/A
Wm. Clifford Smith    196,113,786   N/A   1,792,431     N/A
Bismark A. Steinhagen 196,109,636   N/A   1,796,581     N/A

2.   Appointment  of  independent public accountants,  Coopers  &
Lybrand  L.L.P.,  for  the  year  1995:  194,866,985  votes  for;
2,145,346  votes  against; 893,886 abstentions; and  broker  non-
votes are not applicable.

AP&L

       A  consent  in  lieu  of  the  annual  meeting  of  common
stockholders  was  executed on May 17,  1995.   The  consent  was
signed  on  behalf  of  Entergy Corporation, the  holder  of  all
issued  and  outstanding  shares of  common  stock.   The  common
stockholder,  by such consent, elected the following  individuals
to  serve  as  directors constituting the Board of  Directors  of
AP&L:   Michael B. Bemis, Donald C. Hintz, Jerry D.  Jackson,  R.
Drake  Keith,  Edwin Lupberger, Jerry L. Maulden, and  Gerald  D.
McInvale.

GSU

       A  consent  in  lieu  of  the  annual  meeting  of  common
stockholders  was  executed on May 17,  1995.   The  consent  was
signed  on  behalf  of  Entergy Corporation, the  holder  of  all
issued  and  outstanding  shares of  common  stock.   The  common
stockholder,  by such consent, elected the following  individuals
to serve as directors constituting the Board of Directors of GSU:
Michael  B. Bemis, Frank F. Gallaher, Donald C. Hintz,  Jerry  D.
Jackson,  Edwin  Lupberger,  Jerry  L.  Maulden,  and  Gerald  D.
McInvale.


LP&L

       A  consent  in  lieu  of  the  annual  meeting  of  common
stockholders  was  executed on May 17,  1995.   The  consent  was
signed  on  behalf  of  Entergy Corporation, the  holder  of  all
issued  and  outstanding  shares of  common  stock.   The  common
stockholder,  by such consent, elected the following  individuals
to  serve  as  directors constituting the Board of  Directors  of
LP&L:   Michael B. Bemis, John J. Cordaro, Donald C. Hintz, Jerry
D.  Jackson,  Edwin Lupberger, Jerry L. Maulden,  and  Gerald  D.
McInvale.

MP&L

       A  consent  in  lieu  of  the  annual  meeting  of  common
stockholders  was  executed on May 17,  1995.   The  consent  was
signed  on  behalf  of  Entergy Corporation, the  holder  of  all
issued  and  outstanding  shares of  common  stock.   The  common
stockholder,  by such consent, elected the following  individuals
to  serve  as  directors constituting the Board of  Directors  of
MP&L:  Michael B. Bemis, Donald C. Hintz, Jerry D. Jackson, Edwin
Lupberger,  Jerry L. Maulden, Gerald D. McInvale, and  Donald  E.
Meiners.

NOPSI

       A  consent  in  lieu  of  the  annual  meeting  of  common
stockholders  was  executed on May 17,  1995.   The  consent  was
signed  on  behalf  of  Entergy Corporation, the  holder  of  all
issued  and  outstanding  shares of  common  stock.   The  common
stockholder,  by such consent, elected the following  individuals
to  serve  as  directors constituting the Board of  Directors  of
NOPSI:  John J. Cordaro, Jerry D. Jackson, Edwin Lupberger, Jerry
L. Maulden, and Gerald D. McInvale.

System Energy

       A  consent  in  lieu  of  the  annual  meeting  of  common
stockholders  was executed on April 14, 1995.   The  consent  was
signed  on  behalf  of  Entergy Corporation, the  holder  of  all
issued  and  outstanding  shares of  common  stock.   The  common
stockholder,  by such consent, elected the following  individuals
to  serve  as  directors constituting the Board of  Directors  of
System  Energy:   Donald  C.  Hintz,  Jerry  D.  Jackson,   Edwin
Lupberger, and Jerry L. Maulden.


Item 5.  Other Information

Nonregulated Investments

Entergy Corporation and Entergy Power Development Company

      As  discussed  on pages 3 and 4 of the Form  10-K,  Entergy
Corporation  continues to consider opportunities  to  expand  its
business,  including opportunities in overseas power development.
See Note 1 and pages 36, 48, 66, and 73 of the First Quarter Form
10-Q  for  a  discussion  of EPDC's agreement  with  Enron  Power
Development  Corporation  to acquire  a  20%  investment  in  the
Project  in  the  State  of Maharashtra,  India.   Subsequent  to
entering   into  the  agreement  with  Enron  Power   Development
Corporation,  the  newly-elected  Maharashtra  state   government
investigated  the  Project and its related  cost  of  power.   On
August 3, 1995, the Chief Minister of Maharashtra stated that the
government of Maharashtra has decided to suspend the first  phase
of the Project, the 695 megawatt facility, and "scrap" the second 
phase of the Project, a  1320 megawatt  facility,  and  indicated 
that orders to  stop  work would  be  issued.   In  view of these 
developments, Entergy is  uncertain  as  to  the  future  of  the 
project and is considering its options.

 Entergy Corporation and Entergy Technologies Company

      In  June 1995, Entergy requested approval from the  SEC  to
form  a  new non-regulated subsidiary named ETC.  ETC will  offer
bulk  interstate telecommunications service to telecommunications
providers  who  will in turn market that contracted  capacity  to
third  parties.  ETC will allow Entergy to take advantage of  the
rapidly  expanding  telecommunications industry  by  marketing  a
portion of Entergy's existing telecommunications system.

Entergy  Corporation,  Entergy Enterprises,  Inc.,   and  Entergy
Systems and Service, Inc.

     As discussed on page 4 of the Form 10-K, Entergy Enterprises
Inc.'s  (Enterprises)  subsidiary, Entergy Systems  and  Service,
Inc.  (Entergy  SASI),  held an equity interest  in  Systems  and
Service  International, Inc. (SASI), a manufacturer of  efficient
lighting products.  In April 1995, Entergy SASI and SASI  amended
their   Distribution  Agreement.   As  a  result,  Entergy   SASI
liquidated its equity interest in SASI.  The amended distribution
agreement provided for a reduction in SASI's profit margin on its
sale  of  products to Entergy SASI and transferred the rights  to
certain of SASI's energy efficient technologies to Entergy  SASI.
In exchange, among other things, Entergy SASI transferred to SASI
all of its equity ownership in SASI.

     As discussed on page 4 of the Form 10-K, Entergy Corporation
provided  to Entergy SASI $72.3 million in loans to fund  Entergy
SASI's  installment sale agreements with its customers.  In  June
1995, Entergy Corporation contributed $125 million in capital  to
Entergy  SASI through Entergy Enterprises, thus allowing  Entergy
SASI  to convert its debt obligation to Entergy Corporation  into
equity.

Entergy Corporation and Entergy Enterprises, Inc.

       In  June  1995, the SEC authorized Entergy Corporation  to
invest  up  to  $350 million through December  31,  1997  in  its
subsidiary, Enterprises.  Such investments may take the  form  of
purchases  of common stock, capital contributions, loans,  and/or
guarantees   of   the  indebtedness  or  other   obligations   of
Enterprises or certain of its associate companies.  Subsequently,
the  SEC amended Rule 45(b)(4) under the Holding Company  Act  to
exempt  the  requirement to receive prior  authorization for  all
capital  contributions  by  a parent company  to  its  subsidiary
company.

Labor Contract Negotiations

Entergy Corporation and GSU

      As discussed on page 73 of the First Quarter Form 10-Q, the
labor   union   contract  between  GSU  and   the   International
Brotherhood  of  Electrical Workers (IBEW) expired  on  June  24,
1995.    The  labor  contract  covers  approximately  1,900   GSU
employees   in   Southeast   Texas   and   Southwest   Louisiana.
Negotiators  for  GSU  and  the IBEW have  been  unsuccessful  in
negotiating a new agreement for the non River Bend portion of the 
IBEW. A federal mediator was called in on July 9, 1995, to assist  
the  parties  in  resolving their differences,  but the mediation 
effort  was  unsuccessful.   In subsequent  meetings,  the   IBEW  
voted  to  reject  GSU's  final settlement  offer  as  well  as a 
contingent offer and authorized the union  leadership to  call  a 
strike  if  necessary.   The  IBEW employees  continue  to   work 
without a contract.   If  a  strike should  occur, GSU intends to 
continue its operations  with  the assistance  of management  and 
supervisory personnel  and  outside contractors.  The River  Bend 
bargaining unit of the IBEW signed a new  two  year  contract  on 
August 3, 1995.

Common Stock Price Range and Dividends

Entergy Corporation

      The shares of Entergy Corporation's common stock are listed
on  the New York, Chicago, and Pacific Stock Exchanges.  The high
and  low  sales prices of Entergy Corporation's common stock  for
the  second  quarter  of 1995, as reported  by  The  Wall  Street
Journal  as  composite  transactions, were  $25.375  and  $21.00,
respectively, per share.

       For  the  twelve  months  ended  June  30,  1995,  Entergy
Corporation paid common stock dividends in an aggregate amount of
$1.80  per  share.   As of June 30, 1995, the  consolidated  book
value  of  a  share  of Entergy Corporation's  common  stock  was
$27.98, and the last reported sale price of Entergy Corporation's
common stock on June 30, 1995, was $24 1/8 per share.

Earnings Ratios

AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy

      The  System  operating  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:

                               Twelve Months Ended         
                                   December 31,             June 30,
                    1990     1991     1992  1993     1994    1995
     Ratios of                                      
     Earnings to
     Fixed Charges
     (a)
                                                    
     AP&L           2.16     2.25     2.28  3.11(f)  2.32    2.29
     GSU             .80(g)  1.56     1.72  1.54      .36(g)  .38(g) 
     LP&L           2.32     2.40     2.79  3.06     2.91    2.95
     MP&L           2.42     2.36     2.37  3.79(f)  2.12    2.21
     NOPSI          2.73     5.66(e)  2.66  4.68(f)  1.91    1.86
     System Energy  2.10     1.74     2.04  1.87     1.23    1.23

                               Twelve Months Ended         
                                   December 31,            June 30,
                     1990    1991     1992   1993    1994    1995
     Ratios of                                      
     Earnings to
     Combined Fixed
     Charges and
     Preferred
     Dividends
     (a)(b)(c)
                                                    
     AP&L           1.81     1.87     1.86  2.54(f)  1.97    1.94
     GSU (d)         .59(g)  1.19     1.37  1.21      .29(g)  .30(g)          )
     LP&L           1.87     1.95     2.18  2.39     2.43    2.47
     MP&L           1.93     1.94     1.97  3.08(f)  1.81    1.91
     NOPSI          2.36     4.97(e)  2.36  4.12(f)  1.73    1.70

(a)  "Earnings," as defined by SEC Regulation S-K, represent  the
     aggregate of (1) net income, (2) taxes based on income,  (3)
     investment  tax  credit adjustments -  net,  and  (4)  fixed
     charges.    "Fixed   Charges"  include   interest   (whether
     expensed   or   capitalized),  related   amortization,   and
     interest   applicable  to  rentals  charged   to   operating
     expenses.
     
(b)  "Preferred  Dividends," as defined by  SEC  Regulation  S-K,
     are  computed by dividing the preferred dividend requirement
     by  one  hundred  percent (100%) minus the effective  income
     tax rate.
     
(c)  System   Energy's   Amended   and   Restated   Articles   of
     Incorporation do not currently provide for the  issuance  of
     preferred stock.
     
(d)  "Preferred  Dividends"  in  the case  of  GSU  also  include
     dividends on preference stock.
     
(e)  Earnings  for the year ended December 31, 1991  include  the
     $90 million effect of the 1991 NOPSI Settlement.
     
(f)  Earnings  for the year ended December 31, 1993  include  $81
     million,  $52 million, and $18 million for AP&L,  MP&L,  and
     NOPSI,  respectively,  related to the change  in  accounting
     principle  to provide for the accrual of estimated  unbilled
     revenues.
     
(g)  Earnings  for  the years ended December 31, 1994  and  1990,
     for  GSU were not adequate to cover fixed charges by  $144.8
     million  and $60.6 million, respectively.  Earnings for  the
     years  ended  December 31, 1994 and 1990, for GSU  were  not
     adequate  to  cover  combined fixed  charges  and  preferred
     dividends   by   $197.1   million   and   $165.1    million,
     respectively.   Earnings for the twelve  months  ended  June
     30,  1995  for GSU were not adequate to cover fixed  charges
     by  $136.6  million.  Earnings for the twelve  months  ended
     June  30,  1995 for GSU were not adequate to cover  combined
     fixed charges and preferred dividends by $187.8 million.


Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

   3(a)   Articles   of  Amendment,  dated  July  20,  1995   and
          Restated Articles of Incorporation, as of December  21,
          1983 of MP&L.
          
   23(a)  Consent of Friday, Eldredge & Clark.
   -
          
   23(b)  Consent    of   Monroe   &   Lemann   (A   Professional
   -      Corporation).
          
   23(c)  Consent  of  Wise Carter Child & Caraway,  Professional
   -      Association.
          
   23(d)  Consent  of  Clark,  Thomas & Winters  (A  Professional
   -      Corporation).
          
   23(e)  Consent of Sandlin Associates.
   -
          
   27(a)  Financial  Data  Schedule for Entergy  Corporation  and
   -      Subsidiaries as of June 30, 1995.
          
   27(b)  Financial Data Schedule for AP&L as of June 30, 1995.
   -
          
   27(c)  Financial Data Schedule for GSU as of June 30, 1995.
   -
          
   27(d)  Financial Data Schedule for LP&L as of June 30, 1995.
   -
          
   27(e)  Financial Data Schedule for MP&L as of June 30, 1995.
   -
          
   27(f)  Financial Data Schedule for NOPSI as of June 30, 1995.
   -
          
   27(g)  Financial  Data Schedule for System Energy as  of  June
   -      30, 1995.
          
   99(a)  AP&L's  Computation  of Ratios  of  Earnings  to  Fixed
   -      Charges  and of Earnings to Combined Fixed Charges  and
          Preferred Dividends, as defined.
          
   99(b)  GSU's  Computation  of  Ratios  of  Earnings  to  Fixed
   -      Charges  and of Earnings to Combined Fixed Charges  and
          Preferred Dividends, as defined.
          
   99(c)  LP&L's  Computation  of Ratios  of  Earnings  to  Fixed
   -      Charges  and of Earnings to Combined Fixed Charges  and
          Preferred Dividends, as defined.
          
   99(d)  MP&L's  Computation  of Ratios  of  Earnings  to  Fixed
   -      Charges  and of Earnings to Combined Fixed Charges  and
          Preferred Dividends, as defined.
          
   99(e)  NOPSI's  Computation  of Ratios of  Earnings  to  Fixed
   -      Charges  and of Earnings to Combined Fixed Charges  and
          Preferred Dividends, as defined.
          
   99(f)  System  Energy's Computation of Ratios of  Earnings  to
   -      Fixed Charges, as defined.
          
** 99(g)  Annual  Reports  on  Form 10-K of Entergy  Corporation,
   -      AP&L,  GSU,  LP&L, MP&L, NOPSI, and System  Energy  for
          the  fiscal  year ended December 31, 1994, portions  of
          which   are   incorporated  herein  by   reference   as
          described  elsewhere in this document (filed  with  the
          SEC  in File Nos. 1-11299, 1-10764, 1-2703, 1-8474,  0-
          320, 0-5807, and 1-9067, respectively).
          
** 99(h)  Quarterly  Report on Form 10-Q of Entergy  Corporation,
   -      AP&L,  GSU,  LP&L, MP&L, NOPSI, and System  Energy  for
          the  quarter  ended March 31, 1995, portions  of  which
          are  incorporated  herein  by  reference  as  described
          elsewhere in this document (filed with the SEC in  File
          Nos.  1-11299, 1-10764, 1-2703, 1-8474, 0-320,  0-5807,
          and 1-9067, respectively).
          
   99(i)  Earnings statement of MP&L for the twelve month  period
   -      ended  June  30,  1995,  made  generally  available  to
          security  holders  pursuant to  Section  11(a)  of  the
          Securities Act of 1933, as amended.
          
   99(j)  Earnings  statement  of System Energy  for  the  twelve
   -      month  period  ended  June  30,  1995,  made  generally
          available  to  security  holders  pursuant  to  Section
          11(a) of the Securities Act of 1933, as amended.
          
** 99(k)  Opinion  of  Clark,  Thomas & Winters,  a  professional
   -      corporation,  dated  September 30, 1992  regarding  the
          effect  of the October 1, 1991 judgment in GSU v.  PUCT
          in  the District Court of Travis County, Texas (99-1 in
          Registration No. 33-48889).
          
** 99(l)  Opinion  of  Clark,  Thomas & Winters,  a  professional
   -      corporation,  dated  August 8, 1994 regarding  recovery
          of  costs  deferred pursuant to PUCT  order  in  Docket
          6525  (filed  as Exhibit 99(j) to Quarterly  Report  on
          Form  10-Q for the quarter ended June 30, 1994 in  File
          No. 1-2703).
          
   99(m)  Opinion  of  Clark,  Thomas & Winters,  a  professional
   -      corporation,  confirming its opinions  dated  September
          30, 1992 and August 8, 1994.

___________________________

 *   Reference  is  made to a duplicate list of  exhibits  being
     filed as a part of Form 10-Q for the quarter ended June 30,
     1995,  which list, prepared in accordance with Item 102  of
     Regulation  S-T of the Securities and Exchange  Commission,
     immediately  precedes the exhibits being  filed  with  Form
     10-Q for the quarter ended June 30, 1995.
           
**   Incorporated herein by reference as indicated.
           
     (b)   Reports on Form 8-K
           
     Entergy
           
           A  current  report on Form 8-K, dated July 26,  1995,
           was  filed  with the SEC on July 26, 1995,  reporting
           information under Item 5. "Other Events."
           
     GSU   
           
           A  current  report on Form 8-K, dated July 26,  1995,
           was  filed  with the SEC on July 26, 1995,  reporting
           information under Item 5. "Other Events."
           

                                
                             EXPERTS


      All  statements in Part II of this Quarterly Report on Form
10-Q  as  to matters of law and legal conclusions, based  on  the
belief  or opinion of AP&L, LP&L, MP&L, NOPSI, and System  Energy
or  otherwise, pertaining to the titles to properties, franchises
and  other operating rights of certain of the registrants  filing
this  Quarterly Report on Form 10-Q, and their subsidiaries,  the
regulations  to which they are subject and any legal  proceedings
to  which  they are parties are made on the authority of  Friday,
Eldredge  &  Clark,  2000  First Commercial  Building,  400  West
Capitol,  Little Rock, Arkansas, as to AP&L; Monroe &  Lemann  (A
Professional  Corporation), 201 St. Charles Avenue,  Suite  3300,
New  Orleans,  Louisiana, as to LP&L and NOPSI; and  Wise  Carter
Child  &  Caraway,  Professional Association, Heritage  Building,
Jackson, Mississippi, as to MP&L and System Energy.

      The  statements attributed to Clark, Thomas  &  Winters,  a
professional corporation, as to legal conclusions with respect to
GSU's  rate  regulation in Texas in Note 2 to Entergy Corporation
and  Subsidiaries  Consolidated Financial Statements,  "Rate  and
Regulatory  Matters," have been reviewed by  such  firm  and  are
included herein upon the authority of such firm as experts.

      The  statements attributed to Sandlin Associates  regarding
the analysis of River Bend construction costs of GSU in Note 2 to
Entergy   Corporation  and  Subsidiaries  Consolidated  Financial
Statements, "Rate and Regulatory Matters," have been reviewed  by
such firm and are included herein upon the authority of such firm
as experts.


                            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
                         ARKANSAS POWER & LIGHT COMPANY
                         GULF STATES UTILITIES COMPANY
                         LOUISIANA POWER & LIGHT COMPANY
                         MISSISSIPPI POWER & LIGHT COMPANY
                         NEW ORLEANS PUBLIC SERVICE INC.
                         SYSTEM ENERGY RESOURCES, INC.



                                       /s/ Gerald D. McInvale
                                          Gerald D. McInvale
                                    Executive Vice President and
                                         Chief Financial Officer
                                (For each Registrant and for each as
                                     Principal Financial Officer)



Date:  August 7, 1995