EXHIBIT 5(b)


January 8, 1996


Louisiana Power & Light Company
639 Loyola Avenue
New Orleans, LA  70113

Ladies and Gentlemen:

          We refer to the Registration Statement on Form S-3,
including the exhibits thereto, which Louisiana Power & Light
Company (the "Company") proposes to file with the Securities
and Exchange Commission (the "Commission") on or shortly after
the date hereof, for the registration under the Securities Act
of 1933, as amended, of $350,000,000 in aggregate principal
amount of its Debt Securities (the "Securities") to be issued
in one or more new series, and for the qualification under the
Trust Indenture Act of 1939, as amended, of the Company's
Indenture for Debt Securities, as proposed to be supplemented,
under which the Securities are to be issued (the "Indenture").
We advise you that in our opinion:

          (1)  The Company is a corporation duly organized and
     validly existing under the laws of the State of
     Louisiana.

          (2)  All action necessary to make valid and legal
     the proposed issuance and sale by the Company of the
     Securities will have been taken when:

                    (a)       the Company's said Registration
          Statement on Form S-3, as it may be amended, shall
          have become effective in accordance with the
          applicable provisions of the Securities Act of 1933,
          as amended, and a supplement or supplements to the
          prospectus specifying certain details with respect
          to the offering or offerings of the Securities shall
          have been filed with the Commission, and the
          Indenture shall have been qualified under the Trust
          Indenture Act of 1939, as amended;

                    (b)       the related Application-
          Declaration on Form U-1, File No. 70-8487, as
          amended, shall have been granted and permitted to
          become effective with respect to the issuance and
          sale of the Securities in accordance with an
          appropriate order or orders of the Commission under
          the Public Utility Holding Company Act of 1935;

                    (c)       appropriate action shall have
          been taken by the Board of Directors of the Company
          and/or by the Executive Committee thereof and/or by
          an Authorized Officer thereof for the purpose of
          authorizing the consummation of the issuance and
          sale of the Securities;

                    (d)       the specific terms of each
          Security shall have been determined by supplemental
          indenture, board resolution or officer's
          certificate; and

                    (e)       the Securities shall have been
          issued and delivered for the consideration
          contemplated by, and otherwise in conformity with,
          the acts, proceedings and documents referred to
          above.

          (3)  When the foregoing steps applicable to the
     Securities shall have been taken, the Securities will
     have been legally issued and will be valid and binding
     obligations of the Company enforceable in accordance with
     their terms, except as limited by bankruptcy, insolvency,
     reorganization or other laws affecting the enforcement of
     mortgagees' and other creditors' rights.

          This opinion does not pass upon the matter of
compliance with "blue sky" laws or similar laws relating to
the sale or distribution of the Securities by underwriters.

          We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state.  As
to all matters of Louisiana law, we have relied upon an
opinion of even date herewith addressed to you by Laurence M.
Hamric, General Attorney - Corporate and Securities of Entergy
Services, Inc.

          We hereby consent to the use of this opinion as an
exhibit to the Company's Registration Statement on Form S-3
and consent to such references to our firm as may be made in
the Registration Statement and in the Prospectus constituting
a part thereof.

                              Very truly yours,

                              /s/ Reid & Priest LLP

                              REID & PRIEST LLP