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 March 31, 1996

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from __________ to _________

Commission      Registrant, State of Incorporation,    I.R.S. Employer
File Number     Address of Principal Executive         Identification No.
                Offices and Telephone Number
                                                       
1-11299         ENTERGY CORPORATION                    72-1229752
                (a Delaware corporation)               
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                              
1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                              
1-2703          ENTERGY GULF STATES, INC.              74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                              
1-8474          ENTERGY LOUISIANA, INC.                72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                              
0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 368-5000               
                                                              
0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                              
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 April 30, 1996
Entergy Corporation    ($0.01 par value)          228,043,846

              ENTERGY CORPORATION AND SUBSIDIARIES
             INDEX TO QUARTERLY REPORT ON FORM 10-Q
                         March 31, 1996

                                                          Page
                                                          Number

Definitions                                                 1
Management's Financial Discussion and Analysis -
Liquidity and Capital Resources                             3
Management's Financial Discussion and Analysis -
 Significant Factors and Known Trends                       6
Management's Financial Discussion and Analysis for
 Entergy Corporation and Subsidiaries                       9
Statements of Consolidated Income (Loss) for Entergy
Corporation and Subsidiaries                               13
Statements of Consolidated Cash Flows for Entergy
Corporation and Subsidiaries                               14
Consolidated Balance Sheets for Entergy Corporation
 and Subsidiaries                                          16
Management's Financial Discussion and Analysis for
 Entergy Arkansas, Inc.                                    18
Statements of Income for Entergy Arkansas, Inc.            20
Statements of Cash Flows for Entergy Arkansas, Inc.        21
Balance Sheets for Entergy Arkansas, Inc.                  22
Management's Financial Discussion and Analysis for
 Entergy Gulf States, Inc.                                 24
Statements of Income (Loss) for Entergy Gulf States, Inc.  26
Statements of Cash Flows for Entergy Gulf States, Inc.     27
Balance Sheets for Entergy Gulf States, Inc.               28
Management's Financial Discussion and Analysis for
 Entergy Louisiana, Inc.                                   30
Statements of Income for Entergy Louisiana, Inc.           32
Statements of Cash Flows for Entergy Louisiana, Inc.       33
Balance Sheets for Entergy Louisiana, Inc.                 34
Management's Financial Discussion and Analysis for
Entergy Mississippi, Inc.                                  36
Statements of Income for Entergy Mississippi, Inc.         38
Statements of Cash Flows for Entergy Mississippi, Inc.     39
Balance Sheets for Entergy Mississippi, Inc.               40
Management's Financial Discussion and Analysis for
Entergy New Orleans, Inc.                                  42
Statements of Income for Entergy New Orleans, Inc.         44
Statements of Cash Flows for Entergy New Orleans, Inc.     45
Balance Sheets for Entergy New Orleans, Inc.               46
Management's Financial Discussion and Analysis for
System Energy Resources, Inc.                              49
Statements of Income for System Energy Resources, Inc.     50
Statements of Cash Flows for System Energy Resources, Inc. 51
Balance Sheets for System Energy Resources, Inc.           52
Notes to Financial Statements for Entergy Corporation
and Subsidiaries                                           54
Part II:
  Item 1.  Legal Proceedings                               63
  Item 5.  Other Information                               64
  Item 6.  Exhibits and Reports on Form 8-K                65
Experts                                                    68
Signature                                                  69

This  combined Quarterly Report on Form 10-Q is separately  filed  by
Entergy  Corporation,  Entergy Arkansas, Inc., Entergy  Gulf  States,
Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New
Orleans,   Inc.,  and  System  Energy  Resources,  Inc.   Information
contained herein relating to any individual company is filed by  such
company  on  its  own  behalf.   None of  these  companies  make  any
representations  as to information relating to the  other  companies.
This  combined Quarterly Report on Form 10-Q supplements and  updates
the  Annual Report on Form 10-K for the calendar year ended  December
31, 1995, filed by the individual registrants with the SEC and should
be  read  in  conjunction  therewith.  On  April  22,  1996,  Entergy
Corporation  filed  amendments to its articles  of  incorporation  to
change the names of its operating companies.

                             DEFINITIONS

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

   Abbreviation or Acronym        Term

ALJ                      Administrative Law Judge
ANO                      Arkansas Nuclear One Plant
ANO 2                    Unit No. 2 of ANO
Cajun                    Cajun Electric Power Cooperative, Inc.
Capital Funds Agreement  Agreement,  dated as of June  21,  1974,  as
                         amended,  between System Energy and  Entergy
                         Corporation, and the assignments thereof
CitiPower                CitiPower  Ltd.  - an electric  distribution
                         company  serving Melbourne,  Australia,  and
                         surrounding  suburbs, which was acquired  by
                         Entergy on January 5, 1996
Council                  Council   of   the  City  of  New   Orleans,
                         Louisiana
Entergy Arkansas         Entergy  Arkansas,  Inc., formerly  Arkansas
                         Power & Light
Entergy Corporation      Entergy Corporation, a Delaware corporation,
                         successor to Entergy Corporation, a  Florida
                         Corporation
Entergy Gulf States      Entergy  Gulf  States, Inc.,  formerly  Gulf
                         States  Utilities  (including  wholly  owned
                         subsidiaries  - Varibus Corporation,  GSG&T,
                         Inc.,  Prudential  Oil  &  Gas,  Inc.,   and
                         Southern Gulf Railway Company)
Entergy Louisiana        Entergy  Louisiana, Inc., formerly Louisiana
                         Power & Light
Entergy Mississippi      Entergy    Mississippi,    Inc.,    formerly
                         Mississippi Power & Light
Entergy New Orleans      Entergy  New  Orleans,  Inc.,  formerly  New
                         Orleans Public Service, Inc.
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 Services         Entergy Services, Inc.
FASB                     Financial Accounting Standards Board
FERC                     Federal Energy Regulatory Commission
Form 10-K                The  combined Annual Report on Form 10-K for
                         the   year  ended  December  31,  1995,   of
                         Entergy,  Entergy  Arkansas,  Entergy   Gulf
                         States,     Entergy    Louisiana,    Entergy
                         Mississippi, Entergy New Orleans, and System
                         Energy
Grand Gulf 1             Unit No. 1 (nuclear) of the Grand Gulf Plant
KWh                      Kilowatt-hour(s)
LPSC                     Louisiana Public Service Commission
Merger                   The combination transaction, consummated  on
                         December  31,  1993, by which  Entergy  Gulf
                         States   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
MPSC                     Mississippi Public Service Commission
MWh                      Megawatt-hour(s)
NRC                      Nuclear Regulatory Commission
operating companies      Entergy   Arkansas,  Entergy  Gulf   States,
                         Entergy Louisiana, Entergy Mississippi,  and
                         Entergy New Orleans, collectively
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
PUCT                     Public Utility Commission of Texas
PURPA                    Public Utility Regulatory Policies Act
River Bend               River  Bend  Nuclear  Plant,  owned  70%  by
                         Entergy Gulf States
SEC                      Securities and Exchange Commission
SFAS                     Statement  of Financial Accounting Standards
                         as  promulgated by the Financial  Accounting
                         Standards Board
System Energy            System Energy Resources, Inc.
System Fuels             System Fuels, Inc.
System or Entergy        Entergy  Corporation and its various  direct
                         and indirect subsidiaries
Waterford 3              Unit No. 3 (nuclear) of the Waterford Plant

                 ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                   LIQUIDITY AND CAPITAL RESOURCES


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

Cash Flows

      Net  cash  flow  from operations for Entergy  Corporation,  the
operating  companies, and System Energy for the  three  months  ended
March 31, 1996 and 1995, was as follows:

                              Three Months     Three Months
          Company            Ended 3/31/96    Ended 3/31/95
                                      (In Millions)
                                            
          Entergy Corporation     $268.3        $275.6
          Entergy Arkansas        $111.8        $124.8
          Entergy Gulf States     $ 34.8        $129.9
          Entergy Louisiana       $ 88.7        $103.7
          Entergy Mississippi     $ 29.7        $ 51.8
          Entergy New Orleans     $ (2.9)       $ 18.6
          System Energy           $ 67.7        $(26.2)

      For the first quarter of 1996, Entergy Gulf States' and Entergy
Louisiana's net cash flow from operations decreased due primarily  to
higher  accounts receivable balances in the three months ended  March
31,  1996  than in the same period in 1995, as a result of  increased
sales in 1996.  In addition, Entergy Gulf States had a greater amount
of  under-recovered fuel costs in the first quarter of 1996  compared
to  the  same  period in 1995.  An increase in Entergy  Mississippi's
under-recovered  Grand Gulf 1 costs slightly offset by  higher  sales
resulted  in an overall decrease in Entergy Mississippi's  cash  flow
from  operations for the first quarter of 1996. Entergy Mississippi's
accounts  receivable balances were higher for the  first  quarter  of
1996  compared to the same period in 1995, also contributing  to  the
decrease.   For  the  first  quarter of 1996,  Entergy  New  Orleans'
prepayment of certain ad valorem taxes, in addition to an increase in
under-recovered fuel cost, resulted in a decrease in  its  cash  flow
from  operations.   System  Energy's net cash  flow  from  operations
increased  for  the first quarter of 1996, due primarily  to  refunds
made  to  associated companies in 1995 resulting from  a  FERC  audit
settlement in 1994.

Financing Sources

      As  discussed  in Note 8, on January 5, 1996, Entergy  acquired
CitiPower for approximately $1.2 billion.  The acquisition was funded
by  a  $294 million equity investment, while the remainder was funded
by the issuance of non-recourse debt.  Entergy funded the majority of
the  equity portion of the investment with funds borrowed from a $300
million  line  of  credit.  Excluding the CitiPower investment,  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
for  the first three months of 1996.  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 rate phase-in  plans  that  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 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.   In
addition, to the extent market interest and dividend rates allow, the
operating  companies and System Energy will refinance high-cost  debt
and preferred stock prior to maturity.

                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                   LIQUIDITY AND CAPITAL RESOURCES


      In April 1996, Entergy Corporation filed for authorization from
the  SEC  to  issue  and sell up to 10 million additional  shares  of
common  stock  through March 2001, under a new dividend  reinvestment
plan.  SEC authorization is not expected until mid-1996.

      Entergy  Corporation periodically reviews its capital structure
to determine its future needs for debt and equity financing.  Certain
agreements  and restrictions limit the amount of mortgage  bonds  and
preferred  stock  that can be issued by the operating  companies  and
System Energy.  Based on the most restrictive applicable tests as  of
March  31,  1996,  and assumed annual interest or dividend  rates  of
8.75%  for bonds and 8.25% for preferred stock, each of the operating
companies  and  System  Energy could have issued  mortgage  bonds  or
preferred stock up to the following amounts:

                                 Mortgage         Preferred
    Company                       Bonds             Stock
    -------------------        ------------     -------------
                                      (In Millions)
                                                      
    Entergy Arkansas           $    354       $       576
    Entergy Gulf States             (a)               (a)
    Entergy Louisiana          $     49       $       821
    Entergy Mississippi        $    261       $       334
    Entergy New Orleans        $     52       $       190
    System Energy              $    121               (b)
          

(a)  Entergy Gulf States was precluded from issuing mortgage bonds  and
     preferred  stock under its earnings coverage tests  at  March  31,
     1996.
(b)  System Energy's charter does not provide for the  issuance 
     of preferred stock.

     In addition to these amounts, the operating companies and System
Energy  have  the  ability, subject to certain conditions,  to  issue
bonds against retired bonds.  Such amounts may be significant and, in
some  cases, no earnings coverage test is required.  As a  result  of
the  River Bend rate deferrals being written off in the first quarter
of 1996 (see Note 7), Entergy Gulf States is currently precluded from
issuing  first  mortgage bonds under its earnings coverage  test  and
issuing  preferred  stock under its charter.  However,  Entergy  Gulf
States  has the ability to issue up to approximately $598 million  of
first mortgage bonds against previously retired bonds.  Entergy  Gulf
States  has  no  earnings coverage limitations  on  the  issuance  of
preference stock.  Entergy Arkansas may also issue preferred stock to
refund  outstanding  preferred  stock  without  meeting  an  earnings
coverage test.

     The operating companies and System Energy have SEC authorization
to  effect short-term borrowings.  See Note 4 to Entergy's Form  10-K
for information on the operating companies' and System Energy's short-
term borrowing authorizations and bank lines of credit.  At March 31,
1996,  outstanding short-term borrowings from the Money Pool were  as
follows (in millions):

            Company                Money Pool
                                   
            Entergy Louisiana       $48.0
            Entergy Mississippi     $17.4
            Entergy Operations      $ 7.6
            Entergy Services        $27.8
            System Fuels            $25.0

                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                   LIQUIDITY AND CAPITAL RESOURCES

      In  addition, Entergy Services and System Fuels had $22 million
and  $30  million,  respectively,  outstanding  on  their  respective
available  bank  lines of credit of $34 million and  $45  million  at
March 31, 1996.  Entergy Corporation had $270 million outstanding  on
its  $300  million bank credit facility at March 31, 1996,  of  which
$230  million  was used for the acquisition of CitiPower  in  January
1996.

Financing Uses

      As  discussed  in  Part  I  of  Entergy's  Form  10-K,  Entergy
Corporation  has  been  expanding  its  investments  in  nonregulated
business  opportunities overseas and in the  United  States.   As  of
March  31,  1996, Entergy Corporation had invested $865.4 million  in
equity  capital  (reduced by $172 million of accumulated  losses)  in
nonregulated businesses, which includes the acquisition of CitiPower.

      In  addition  to investing in nonregulated businesses,  Entergy
Corporation's capital requirements result from periodically investing
in,  or  making  loans  to,  its  subsidiaries,  and  sustaining  its
dividends.   To  meet such capital requirements, Entergy  Corporation
will   utilize  internally  generated  funds,  cash  on  hand,  funds
remaining  on  its  $300  million credit  facility,  and  other  bank
financings  as  may be required.  Entergy Corporation receives  funds
through  dividend  payments from its domestic  utility  subsidiaries.
During the first quarter of 1996, such common stock dividend payments
from  subsidiaries  totaled  $48.7  million.   Due  to  its  weakened
financial  position, Entergy Gulf States has not  paid  common  stock
dividends  since the third quarter of 1994.  Entergy Gulf  States  is
not  currently  expected to pay common stock dividends  during  1996.
Entergy  Corporation paid $99.7 million of dividends  on  its  common
stock during the first quarter of 1996.  Declarations of dividends on
common  stock  are  made  at the discretion of Entergy  Corporation's
Board  of  Directors.   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.  See Note 7 to Entergy's Form  10-K
for information on dividend restrictions.

Entergy Corporation and Entergy Gulf States

      See  Notes  1  and  2  regarding River Bend  rate  appeals  and
litigation with Cajun.  Adverse rulings in the River Bend rate appeal
could  result  in approximately $286 million of potential  write-offs
(net  of  tax)  and  $188 million in refunds of previously  collected
revenue.   Such  write-offs and charges could  result  in  additional
substantial  net  losses  being reported in  the  future  by  Entergy
Corporation   and   Entergy  Gulf  States,  with  resulting   adverse
adjustments to common equity of Entergy Corporation and Entergy  Gulf
States.   Adverse resolution of these matters could adversely  affect
Entergy Gulf States' ability to obtain financing, which in turn could
affect  Entergy Gulf States' liquidity and ability to pay  dividends.
Although  Entergy Corporation's common shareholders have  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.

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 a minimum of  35%  of  its  total
capitalization (excluding short-term debt), to permit  the  continued
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 consent  of  certain
creditors.



                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                SIGNIFICANT FACTORS AND KNOWN TRENDS


Competition and Industry Challenges

       See   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form  10-K  for  a
discussion  of   the increasing competitive pressures facing  Entergy
and the electric utility industry.

      On  April  24,  1996, FERC issued new rules requiring  electric
utilities  to open their transmission lines to other power producers.
The rules will take effect sixty days after they are published in the
Federal Register.

Retail and Wholesale Rate Issues

     See Note 2 to Entergy's Form 10-K and herein for a discussion of
the  ongoing trend of regulatory ordered rate reductions as  well  as
incentive and performance-based regulation.

Potential Changes in the Electric Utility Industry

      Refer  to  "MANAGEMENT'S FINANCIAL DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form  10-K  for  a
discussion of legislative and regulatory developments relating to the
potential for retail competition in the areas served by the operating
companies.

Significant Industrial Cogeneration Effects

      Cogeneration  projects developed or considered  by  certain  of
Entergy  Gulf  States'  and Entergy Louisiana's industrial  customers
over  the  last  several years have caused Entergy  Gulf  States  and
Entergy  Louisiana to develop and secure approval  for  rate  tariffs
lower  than those previously approved by the PUCT and LPSC  for  such
industrial customers.  In certain cases, contracts or special tariffs
that  use  flexible  pricing  have been  negotiated  with  industrial
customers  to keep these customers on the System.  The contracts  and
tariffs  are not at full cost-of-service rates.  Although  the  rates
may  fully  recover expenses, they provide only a minimal return,  if
any,  on  investment.  In the first quarter of  1996,  KWh  sales  to
Entergy Gulf States' and Entergy Louisiana's industrial customers  at
less  than full cost-of-service rates made up approximately  28%  and
40%  of Entergy Gulf States' and Entergy Louisiana's total industrial
sales, respectively.

      During  1995, Entergy Louisiana received separate notices  from
two  large industrial customers that they will proceed with  proposed
cogeneration  projects  for the purpose of  fulfilling  their  future
electric  energy  needs.  These customers will continue  to  purchase
their   energy  requirements  from  Entergy  Louisiana  until   their
cogeneration  facilities  are completed  and  operational,  which  is
expected  to  occur in 1997-1998.  After that time,  these  customers
will  still purchase energy from Entergy Louisiana, but at a  reduced
level.   During  the  first  quarter of  1996,  these  two  customers
represented  an aggregate of approximately 18% of Entergy Louisiana's
industrial  sales  and  provided 12% of  its  total  industrial  base
revenues.

Domestic and Foreign Energy-Related Investments

      Entergy  Corporation seeks opportunities to expand its domestic
energy-related businesses that are not regulated by state  and  local
utility  regulatory  authorities, as well as  foreign  energy-related
investments.   Such  investments are expected to provide  returns  in
excess  of domestic regulated utility investments.  These investments
include  power development and new technology related to the  utility
business.   Entergy Corporation's strategy is to identify and  pursue
business  opportunities that have the potential  to  earn  a  greater
return than its regulated utility operations.  Refer to "MANAGEMENT'S
FINANCIAL  DISCUSSION ANDANALYSIS - LIQUIDITY AND CAPITAL  RESOURCES"
for a discussion of Entergy Corporation's investments in domestic and
foreign  energy-related businesses.  These investments may involve  a
greater risk than domestically regulated utility enterprises.  In the
first  quarter of 1996, Entergy Corporation's investments in domestic
and  foreign  energy-related  investments  reduced  consolidated  net
income   by   approximately  $2.1  million.   The  power  development
investments  were  profitable during the first quarter  of  1996  and
management  believes  that they will generally  continue  to  provide
profits  in the current year.  However, the income provided by  power
development  investments  was offset by  losses  experienced  by  new
technology investments.

      Refer  to  "MANAGEMENT'S FINANCIAL DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT  FACTORS AND KNOWN TRENDS" in Entergy's  Form  10-K,  and
Note  8,  herein,  for a discussion of Entergy's  major  nonregulated
business opportunities and foreign energy-related investments.

ANO Matters

     Entergy Operations has made inspections and repairs from time to
time  on  the  boiler tubes in ANO 2's steam generators,  which  have
experienced  cracking.   Entergy Operations is gathering  information
and  assessing various options for the repair or replacement  of  ANO
2's steam generators.  See Note 1 for additional information.

Deregulated Utility Operations

       Entergy   Gulf   States  discontinued  regulatory   accounting
principles  in  1989  for  its  wholesale  jurisdiction   and   steam
department and in 1991 for the Louisiana deregulated portion of River
Bend.  The recent improving trend in net income from these operations
continued during the first quarter of 1996 when the related operating
income was $6.2 million compared to $1.2 million for the fiscal  year
ended 1995.

     The improvement in net income from deregulated operations in the
first  quarter  of  1996 was due to increased  revenues  and  reduced
operation  and  maintenance expenses, partially offset  by  increased
income  taxes.   Refer to Entergy Gulf States' Results of  Operations
for discussion of these trends.  The future impact of the deregulated
utility  operations on Entergy's and Entergy Gulf States' results  of
operations  and  financial position will depend on  future  operating
costs,  the  future efficiency and availability of generating  units,
and  the  future market prices for energy over the remaining life  of
the  assets.   Entergy  expects the performance  of  its  deregulated
utility  operations to continue to improve due to on-going reductions
in  operation  and maintenance expenses.  The deregulated  operations
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

      As discussed in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
- -  SIGNIFICANT  FACTORS  AND KNOWN TRENDS" in  Entergy's  Form  10-K,
Waterford  3's local property tax exemption expired in December  1995
and River Bend's local property tax exemption will expire in December
1996.  In a March 1996 LPSC order, Entergy Louisiana was permitted to
defer  the  estimated  Waterford 3 property  tax  from  January  1996
through June 1996.  The order allows for the recovery of the property
tax  and also for the recovery, from July 1996 through June 1997,  of
the  related  deferral.   In  April 1996, Louisiana  authorities  set
Waterford 3's 1996 property tax at $20.8 million.

                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                SIGNIFICANT FACTORS AND KNOWN TRENDS


Environmental Issues

     Entergy Gulf States has been notified by the U. S. Environmental
Protection  Agency (EPA) that it has been designated as a potentially
responsible  party  for  the  clean-up  of  certain  hazardous  waste
disposal sites.  See Note 1 for additional information.

      As a consequence of rules for solid waste regulation issued  by
the  Louisiana  Department of Environmental Quality in 1993,  Entergy
Louisiana  is  upgrading  or  closing  certain  of  its  power  plant
wastewater impoundments.  See Note 1 for additional information.

Accounting Issues

      Continued  Application of SFAS 71 - As a result of  the  Energy
Policy Act, the actions of regulatory commissions, and other factors,
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  existing  cost-based  ratemaking  regulations   in
accordance with SFAS 71, "Accounting for the Effects of Certain Types
of  Regulation" (SFAS 71).  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 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  of its obligations.  The 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  March  31,  1996, and for the foreseeable  future,  the
System's financial statements continue to follow SFAS 71, except  for
certain portions of Entergy Gulf States' business.

      Accounting for Decommissioning Costs -.  In February 1996,  the
FASB  issued  an  exposure draft of a proposed  SFAS  addressing  the
accounting for decommissioning costs of nuclear generating  units  as
well  as liabilities related to the closure and removal of all  long-
lived assets.  See Note 1 for a discussion of proposed changes in the
accounting for decommissioning/closure costs and the potential impact
of these changes on Entergy.

                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
ENTERGY

Net Income

      Consolidated  net income decreased for the three  months  ended
March  31, 1996 due to the $174 million net of tax write-off of River
Bend rate deferrals pursuant to SFAS 121 and the cumulative effect of
the  prior  year change in accounting method for incremental  nuclear
refueling outage maintenance costs at Entergy Arkansas. Excluding the
above  mentioned items, net income would have increased $32.4 million
in  the first quarter of 1996 due primarily to increased energy sales
to retail customers.

      Significant  factors affecting the results  of  operations  and
causing variances between the three months ended March 31, 1996,  and
1995 are discussed under "Revenues and Sales" and "Expenses" below.

Revenues and Sales

      Detailed below are Entergy's electric revenues associated  with
its  domestic  regulated operations by source and KWh sales  for  the
three months ended March 31, 1996, and 1995:


                                                      
                                                                   
                                  Three Months Ended    Increase/    
         Description              1996       1995      (Decrease)    %
                                           (In Millions)
Electric Operating Revenues:                                       
  Residential                     $ 507.1    $ 441.5       $ 65.6   15
  Commercial                        354.5      324.7         29.8    9
  Industrial                        460.3      414.1         46.2   11
  Governmental                       38.7       35.1          3.6   10
                                 --------   --------      -------    
    Total retail                  1,360.6    1,215.4        145.2   12
  Sales for resale                   90.1       70.0         20.1   29
  Other                             (37.6)      (7.9)       (29.7) 376
                                 --------   --------      -------    
    Total                        $1,413.1   $1,277.5      $ 135.6   11
                                 ========   ========      =======    
                                                                   
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                       6,667      5,860          807  14
  Commercial                        4,792      4,473          319   7
  Industrial                       10,445     10,035          410   4
  Governmental                        556        539           17   3
                                 --------   --------     --------    
    Total retail                   22,460     20,907        1,553   7
  Sales for resale                  2,575      1,844          731  40
                                 --------   --------     --------    
    Total                          25,035     22,751        2,284  10
                                 ========   ========     ========    

     Electric operating revenues increased for the three months ended
March 31, 1996, as a result of higher fuel adjustment revenues, which
do not affect net income, and increases in retail sales and sales for
resale, partially offset by rate reductions at Entergy Louisiana  and
Entergy  New  Orleans. Cold weather in 1996 and  non-weather  related
volume   growth  contributed  to  the  increase  in  retail  electric
operating  revenues.  The increase in sales for resale was  primarily
the  result  of  increased energy sales outside of Entergy's  service
area.

                ENTERGY CORPORATION AND S.UBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
      The  changes  in  electric operating revenues  associated  with
Entergy's  domestic regulated operations for the three  months  ended
March  31, 1996, are as follows:

                                         Three Months Ended
               Description               Increase/(Decrease)
                                            (In Millions)
   
   Change in base revenues                       $(26.0)
   Rate riders                                      2.6
   Fuel cost recovery                             101.5
   Sales volume/weather                            67.1
   Other revenue (including unbilled)             (29.7)
   Sales for resale                                20.1
                                               --------
   Total                                         $135.6
                                               ========

      Gas  operating  revenues increased for the three  months  ended
March  31,  1996, because of increased sales related to  colder  than
normal winter weather and increased fuel adjustment revenues.

       Nonregulated  and  foreign-energy  related  business  revenues
increased  for the three months ended March 31, 1996, as a result  of
the  January 1996 acquisition of CitiPower. See Note 8 for additional
information regarding CitiPower.

Expenses

      Operating expenses for the three months ended March  31,  1996,
include  the operating expenses of CitiPower, which are not  included
in  the  prior year financial statements.  See Note 8 for  additional
information regarding CitiPower.

       Excluding  the  operating  expenses  of  CitiPower,  Entergy's
operating  expenses increased for the three months  ended  March  31,
1996,  due  primarily to increased fuel and purchased power expenses,
depreciation  and  decommissioning expenses, and  higher  income  tax
expense.  These increases were offset in part by lower operating  and
maintenance expenses and the effect of certain rate deferrals.   Fuel
and purchased power expenses increased as a result of the increase in
energy  sales  as  discussed above. Depreciation and  decommissioning
expenses  increased as a result of increased depreciation  rates  and
decommissioning  costs  as reflected in the 1995  System  Energy/FERC
rate increase filing.  Income tax expenses increased primarily due to
higher pretax income excluding the River Bend rate deferral write-off
and  the  prior year change in accounting method. In addition,  taxes
other than income taxes increased primarily due to the expiration  of
Waterford 3's local property tax exemption in December 1995.

     Other operation and maintenance expenses decreased for the three
months  ended March 31, 1996, due to lower payroll related  expenses,
resulting  from restructuring programs, as discussed in  Note  6,  in
addition   to  ongoing  operating  efficiency  improvement   programs
throughout  Entergy.   The  deferral of Waterford  3  local  property
taxes,  the deferral of a portion of the proposed System Energy  rate
increase  at  Entergy Mississippi and Entergy New  Orleans,  and  the
deferral  of  least  cost planning expenses at  Entergy  New  Orleans
resulted in a reduction to Entergy's operating expenses in 1996.

      Other  Income  decreased for the three months ended  March  31,
1996,  as  a  result  of the write-off of River Bend  rate  deferrals
pursuant to SFAS 121, as discussed in Note 7.


                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  

      Interest charges increased for the three months ended March 31,
1996,  due  primarily to interest on long-term debt  related  to  the
investment  in  CitiPower and borrowings by Entergy Corporation  from
the  $300  million  line  of credit, which  were  used  to  fund  the
acquisition of CitiPower. Excluding these increases, interest expense
decreased  $4.5 million due to ongoing retirement and refinancing  of
high cost debt at the operating companies.

                                  
                 ENTERGY CORPORATION AND SUBSIDIARIES 
               STATEMENTS OF CONSOLIDATED INCOME (LOSS) 
          For the Three Months Ended  March 31, 1996 and 1995
                            (Unaudited)
                                                     
                                                   
                                                      
                                                 1996         1995
                                                 -------      -------
                                               (In Thousands, Except
                                                    Share Data)
Operating Revenues:                                                  
  Electric                                    $1,413,068   $1,277,490
  Natural gas                                     57,473       40,670
  Steam products                                  15,578       10,632
   Nonregulated and foreign energy-related       112,873        8,608
     businesses
                                              ----------   ----------
        Total                                  1,598,992    1,337,400
                                              ----------   ----------
Operating Expenses:                                                  
  Operation and maintenance:                                         
     Fuel, fuel-related expenses, and                                
       gas purchased for resale                  375,764      288,960
     Purchased power                             158,157       82,509
     Nuclear refueling outage expenses            14,209       19,014
     Other operation and maintenance             353,212      359,593
  Depreciation, amortization, and                194,567      170,480
    decommissioning
  Taxes other than income taxes                   88,971       76,635
  Income taxes                                    62,586       29,621
  Rate deferrals                                 (19,802)           -
  Amortization of rate deferrals                  91,511       81,768
                                              ----------   ----------
        Total                                  1,319,175    1,108,580
                                              ----------   ----------
Operating Income                                 279,817      228,820
                                              ----------   ----------
Other Income (Deductions):                                           
  Allowance for equity funds used                                    
   during construction                             2,558        2,494
  Write-off of River Bend rate deferrals        (194,498)           -
  Miscellaneous - net                             10,778       17,556
  Income taxes                                    14,906       (6,619)
                                              ----------   ----------
        Total                                   (166,256)      13,431
                                              ----------   ----------
Interest Charges:                                                    
  Interest on long-term debt                     172,843      160,631
  Other interest - net                            11,847        8,990
  Allowance for borrowed funds used                                  
   during construction                            (2,138)      (2,197)
  Preferred and preference dividend                           
   requirements of
   subsidiaries and other                         18,081       19,850
                                              ----------   ----------
        Total                                    200,633      187,274
                                              ----------   ----------
Income (Loss) before the Cumulative Effect                           
of Accounting Change                             (87,072)      54,977
                                                                     
Cumulative Effect of Accounting                                      
  Change (net of income taxes)                         -       35,415
                                              ----------     --------
Net Income (Loss)                               ($87,072)     $90,392
                                              ==========     ========
Earnings (Loss) per average common share                             
 before cumulative effect of                                         
 accounting change                               ($0.38)        $0.24
Earnings (Loss) per average common share         ($0.38)        $0.40
Dividends declared per common share               $0.90         $0.90
Average number of common shares                                      
 outstanding                                227,780,604   227,415,009
                                                                     
See Notes to Financial Statements.                                   
                                                             
                                                               
                                                                     


                  ENTERGY CORPORATION AND SUBSIDIARIES
                  STATEMENTS OF CONSOLIDATED CASH FLOWS
            For the Three Months Ended March 31, 1996 and 1995
                             (Unaudited)
                                                               
                                                             
                                                                
                                                             1996       1995
                                                           --------   --------
                                                              (In Thousands)
Operating Activities:                                                         
  Net income (loss)                                        ($87,072)   $90,392
  Noncash items included in net income (loss):                                
    Write-off of River Bend rate deferrals                  194,498          -
    Cumulative effect of a change in accounting principle         -    (35,415)
    Change in rate deferrals/excess capacity-net            105,388     81,057
    Depreciation, amortization, and decommissioning         194,567    170,480
    Deferred income taxes and investment tax credits        (45,013)   (20,030)
    Allowance for equity funds used during                   (2,558)    (2,494)
      construction
  Changes in working capital:                                                 
    Receivables                                              37,148    104,230
    Fuel inventory                                           23,212     (9,605)
    Accounts payable                                        (32,984)   (70,433)
    Taxes accrued                                            65,289     63,030
    Interest accrued                                        (65,276)   (13,246)
    Other working capital accounts                          (81,209)   (33,005)
  Decommissioning trust contributions                       (12,146)    (5,666)
  Provision for estimated losses and reserves                 5,667     11,314
  Other                                                     (31,202)   (55,028)
                                                        -----------   --------
    Net cash flow provided by operating activities          268,309    275,581
                                                        -----------   --------
Investing Activities:                                                         
  Construction/capital expenditures                        (131,435)  (108,367)
  Allowance for equity funds used during construction         2,558      2,494
  Nuclear fuel purchases                                    (65,430)    (9,672)
  Proceeds from sale/leaseback of nuclear fuel               46,872     39,440
  Acquisition of CitiPower                               (1,156,112)         -
  Investment in nonregulated/nonutility properties           (5,171)   (23,246)
                                                        -----------   --------
    Net cash flow used in investing activities           (1,308,718)   (99,351)
                                                        -----------   --------
Financing Activities:                                                         
  Proceeds from the issuance of:                                              
    First mortgage bonds                                    198,250          -
    General and refunding mortgage bonds                     39,608          -
    Bank notes and other long-term debt                     946,167          -
  Retirement of:                                                              
    First mortgage bonds                                   (133,687)   (20,825)
    General and refunding mortgage bonds                          -    (29,200)
    Other long-term debt                                    (92,744)       (25)
  Redemption of preferred stock                             (19,704)   (24,250)
  Changes in short-term borrowings - net                    277,000    (38,625)
  Common stock dividends paid                               (99,714)  (101,969)
                                                        -----------   --------
      Net cash flow provided by (used in) financing       1,115,176   (214,894)
        activities
                                                        -----------   --------
Effect of exchange rates on cash and cash equivalents            40          -
                                                                              
Net increase (decrease) in cash and cash equivalents         74,807    (38,664)
                                                                              
Cash and cash equivalents at beginning of period            533,590    613,907
                                                        -----------   --------
Cash and cash equivalents at end of period                 $608,397   $575,243
                                                        ===========   ========
                                                                      
                                                                        
                                                                              

                    ENTERGY CORPORATION AND SUBSIDIARIES 
                   STATEMENTS OF CONSOLIDATED CASH FLOWS
            For the Three Months Ended March 31, 1996 and 1995
                                  (Unaudited)
                                                        
                                                      
                                                         
                                                       1996      1995
                                                     --------  --------
                                                        (In Thousands)
                                                                       
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                     
    Interest - net of amount capitalized             $239,354  $172,220
    Income taxes                                      $12,032    $2,564
  Noncash investing and financing activities:                          
     Capital lease obligations incurred                     -   $27,804
     Change in unrealized appreciation/depreciation of
       decommissioning trust assets                   ($4,265)   $9,972
                                                                       
                                                                       
See Notes to Financial Statements.                                     
                                                               
                                                                 

                   ENTERGY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS             
                    March 31, 1996 and December 31, 1995         
                                (Unaudited)              
                                                                       
                                                                     
                                                             
                                                      1996           1995
                                                   -----------   -----------
                                                       (In Thousands)
                     ASSETS                                            
Utility Plant:                                                               
  Electric                                         $22,332,245    $21,698,593
  Plant acquisition adjustment - GSU                   467,623        471,690
  Electric plant under leases                          676,275        675,425
  Property under capital leases - electric             140,400        145,146
  Natural gas                                          167,919        166,872
  Steam products                                        77,558         77,551
  Construction work in progress                        539,412        482,950
  Nuclear fuel under capital leases                    296,514        312,782
  Nuclear fuel                                          67,500         49,100
                                                   -----------    -----------
           Total                                    24,765,446     24,080,109
  Less - accumulated depreciation and                8,413,266      8,259,318
   amortization
                                                   -----------    -----------
           Utility plant - net                      16,352,180     15,820,791
                                                   -----------    -----------
Other Property and Investments:                                              
  Decommissioning trust funds                          295,618        277,716
  Other                                                454,572        434,619
                                                   -----------    -----------
           Total                                       750,190        712,335
                                                   -----------    -----------
Current Assets:                                                              
  Cash and cash equivalents:                                                 
    Cash                                                38,979         42,822
    Temporary cash investments - at cost,                                    
      which approximates market                        392,248        490,768
    Special deposits                                   177,170              -
                                                   -----------    -----------
           Total cash and cash equivalents             608,397        533,590
  Notes receivable                                       6,087          6,907
  Accounts receivable:                                                       
    Customer (less allowance for doubtful accounts of
     $8.2 million in 1996 and $7.1 million in 1995)    353,939        333,343
    Other                                               67,118         59,176
    Accrued unbilled revenues                          283,916        293,461
  Deferred fuel                                         70,099         25,924
  Fuel inventory - at average cost                      98,955        122,167
  Materials and supplies - at average cost             355,712        345,330
  Rate deferrals                                       422,760        420,221
  Prepayments and other                                160,297        175,121
                                                   -----------    -----------
           Total                                     2,427,280      2,315,240
                                                   -----------    -----------
Deferred Debits and Other Assets:                                            
  Regulatory assets:                                                         
    Rate deferrals                                     733,902      1,033,282
    SFAS 109 regulatory asset - net                  1,199,525      1,279,495
    Unamortized loss on reacquired debt                223,187        224,131
    Other regulatory assets                            376,162        329,397
  Long-term receivables                                225,130        224,726
  Citipower license (net of $3.3 million of            616,947              -
    amortization)
  Other                                                344,750        326,533
                                                   -----------    -----------
           Total                                     3,719,603      3,417,564
                                                   -----------    -----------
           TOTAL                                   $23,249,253    $22,265,930
                                                   ===========    ===========
See Notes to Financial Statements.                                           
                                                                     
                                                                       
                    ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                    March 31, 1996 and December 31, 1995
                                (Unaudited)
                                                           
                                                         
                                                             
                                                      1996           1995
                                                   -----------   -----------
                                                       (In Thousands)
                                                                       
         CAPITALIZATION AND LIABILITIES                                      
Capitalization:                                                              
  Common stock, $.01 par value, authorized 500,000,000
    shares; issued 230,017,485 shares              $     2,300    $     2,300
  Paid-in capital                                    4,201,117      4,201,483
  Retained earnings                                  2,042,902      2,335,579
  Cumulative foreign currency translation adjustment    17,255              -
  Less - treasury stock (1,983,639 shares in 1996 and
  2,251,318 in 1995)                                    59,961         67,642
                                                   -----------    -----------
           Total common shareholders' equity         6,203,613      6,471,720
                                                                             
  Subsidiary's preference stock                        150,000        150,000
  Subsidiaries' preferred stock:                                             
   Without sinking fund                                550,955        550,955
   With sinking fund                                   233,755        253,460
  Long-term debt                                     7,637,897      6,777,124
                                                   -----------    -----------
           Total                                    14,776,220     14,203,259
                                                   -----------    -----------
Other Noncurrent Liabilities:                                                
  Obligations under capital leases                     285,717        303,664
  Other                                                348,071        326,804
                                                   -----------    -----------
           Total                                       633,788        630,468
                                                   -----------    -----------
Current Liabilities:                                                         
  Currently maturing long-term debt                    715,568        558,650
  Notes payable                                        322,667         45,667
  Accounts payable                                     468,047        460,379
  Customer deposits                                    146,481        140,054
  Taxes accrued                                        273,117        207,828
  Accumulated deferred income taxes                     97,427         72,847
  Interest accrued                                     130,321        195,445
  Dividends declared                                   109,970         12,194
  Obligations under capital leases                     150,799        151,140
  Other                                                210,889        247,039
                                                   -----------    -----------
           Total                                     2,625,286      2,091,243
                                                   -----------    -----------
Deferred Credits:                                                            
  Accumulated deferred income taxes                  3,631,832      3,777,644
  Accumulated deferred investment tax credits          605,796        612,701
  Other                                                976,331        950,615
                                                   -----------    -----------
           Total                                     5,213,959      5,340,960
                                                   -----------    -----------
Commitments and Contingencies (Notes 1 and 2)                                
                                                                             
           TOTAL                                   $23,249,253    $22,265,930
                                                  ============   ============
See Notes to Financial Statements.                                           
                                                                     
                                                                       

                        ENTERGY ARKANSAS, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Net Income

      Net income decreased for the three months ended March 31, 1996,
due  primarily  to the one-time recording in 1995 of  the  cumulative
effect  of  the  change in accounting method for incremental  nuclear
refueling  outage maintenance costs.  Excluding the  above  mentioned
item,  net  income would have increased $8.6 million  for  the  three
months  ended March 31, 1996, due primarily to an increase  in  sales
for resale and retail energy sales.

      Significant  factors affecting the results  of  operations  and
causing variances between the three months ended March 31, 1996,  and
1995 are discussed under "Revenues and Sales" and "Expenses" below.

Revenues and Sales

      Detailed  below  are  Entergy Arkansas' operating  revenues  by
source  and KWh sales for the three months ended March 31, 1996,  and
1995:


                                                      
                                  Three Monthe Ended   Increase/    
         Description              1996       1995     (Decrease)     %
                                          (In Millions)
Electric Operating Revenues:                                       
  Residential                     $ 132.2    $ 124.2       $ 8.0    6
  Commercial                         70.6       68.3         2.3    3
  Industrial                         77.7       77.6         0.1    -
  Governmental                        4.1        4.0         0.1    2
                                  -------    -------     -------     
    Total retail                    284.6      274.1        10.5    4
  Sales for resale                                                       
    Associated companies             59.8       29.1        30.7  105
    Non-associated companies         48.8       38.6        10.2   26
  Other                             (10.1)      (2.2)       (7.9)   *
                                  -------    -------     -------     
    Total                         $ 383.1    $ 339.6      $ 43.5   13
                                  =======    =======     =======     
                                                                   
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                       1,571      1,426         145   10
  Commercial                          996        947          49    5
  Industrial                        1,525      1,439          86    6
  Governmental                         56         53           3    6
                                  -------    -------     -------     
    Total retail                    4,148      3,865         283    7
  Sales for resale                                                       
    Associated companies            2,654      1,359       1,295   95
    Non-associated companies        1,674        956         718   75
                                  -------    -------     -------     
    Total                           8,476      6,180       2,296   37
                                  =======    =======     =======     



* Greater than 200%.

     Electric operating revenues increased for the three months ended
March  31,  1996,  primarily due to increased  sales  for  resale  to
associated  companies,  caused by changes in generation  availability
and  requirements  among the operating companies.   The  increase  in
retail  energy sales resulted from increased customers and associated
usage, while the remainder resulted from colder than normal weather.


                       ENTERGY ARKANSAS, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
      The changes in electric operating revenues for the three months
ended March 31, 1996, are as follows:

                                             Three Months Ended   
                   Description              Increase/(Decrease)   
                                               (In Millions)
                                                                      
      Change in base revenues                    $(3.2)               
      Rate riders                                 (1.8)                
      Fuel cost recovery                          (1.8)                
      Sales volume/weather                        12.3                 
      Other revenue (including unbilled)          (2.9)                
      Sales for resale                            40.9                 
                                                 -----              
      Total                                      $43.5                
                                                 =====              

Expenses

      Operating  expenses increased for the three months ended  March
31, 1996, due to an increase in fuel, purchased power, and income tax
expenses  partially  offset  by a decrease  in  other  operation  and
maintenance  expenses.   The increase in  fuel  and  purchased  power
expenses  is  largely due to an increase in generation and  purchases
related to the increase in sales for resale in the first three months
of  1996.   Income  tax expense increased because  of  higher  pretax
income.  The decrease in other operation and maintenance expenses  is
primarily the result of work and materials associated with non-outage
related  maintenance during ANO 1's refueling outage, which began  in
mid-February 1995 and lasted through the first quarter of  1995.   In
addition, ANO 2 underwent a 30 day mid-cycle outage during the  first
three  months  of  1995,  which  also required  additional  work  and
materials.


                                  
                            ENTERGY ARKANSAS, INC.
                             STATEMENTS OF INCOME
             For the Three Months Ended March 31, 1996 and 1995
                                  (Unaudited)
                                                        
                                                      
                                                         
                                                    1996        1995
                                                                  
                                                  -------      -------
                                                                         
Operating Revenues                                 $383,081      $339,596
                                                   --------      --------
Operating Expenses:                                                      
  Operation and maintenance:                                             
   Fuel and fuel-related expenses                    65,200        41,167
   Purchased power                                   98,625        81,747
   Nuclear refueling outage expenses                  7,542         9,185
   Other operation and maintenance                   83,265        93,658
  Depreciation, amortization, and                    41,030        39,352
    decommissioning
  Taxes other than income taxes                       9,018        10,111
  Income taxes                                        3,591        (3,339)
  Amortization of rate deferrals                     36,446        38,033
                                                   --------      --------
        Total                                       344,717       309,914
                                                   --------      --------
Operating Income                                     38,364        29,682
                                                    -------       -------
Other Income (Deductions):                                               
  Allowance for equity funds used                                        
   during construction                                1,090           915
  Miscellaneous - net                                 8,239        15,532
  Income taxes                                       (3,228)       (6,097)
                                                   --------      --------
        Total                                         6,101        10,350
                                                   --------      --------
Interest Charges:                                                        
  Interest on long-term debt                         24,835        26,933
  Other interest - net                                1,027         3,116
  Allowance for borrowed funds used                                      
   during construction                                 (665)         (731)
                                                   --------      --------
        Total                                        25,197        29,318
                                                   --------      --------
Income before the Cumulative Effect of                                   
  Accounting Change                                  19,268        10,714
                                                                         
Cumulative Effect of Accounting                                          
  Change (net of income taxes)                            -        35,415
                                                   --------      --------
Net Income                                           19,268        46,129
                                                                         
Preferred Stock Dividend Requirements                                    
 and Other                                            4,458         4,561
                                                   --------      --------
Earnings Applicable to Common Stock                $ 14,810      $ 41,568
                                                   ========      ========
See Notes to Financial Statements.                                       
                                                                 
                                                                   
                                  
                             ENTERGY ARKANSAS, INC.
                            STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 1996 and 1995
                                   (Unaudited)
                                                            
                                                          
                                                              
                                                           1996         1995
                                                       --------     --------
                                                        (In Thousands)
Operating Activities:                                                  
  Net income                                            $19,268      $46,129
  Noncash items included in net income:                                     
  Cumulative effect of a change in accounting principle       -      (35,415)
  Change in rate deferrals/excess capacity-net           35,953       30,665
  Depreciation, amortization, and decommissioning        41,030       39,352
  Deferred income taxes and investment tax credits      (18,102)      (2,071)
  Allowance for equity funds used during construction    (1,090)        (915)
  Changes in working capital:                                               
    Receivables                                          24,582       37,541
    Fuel inventory                                        3,174      (14,460)
    Accounts payable                                     (3,762)      32,917
    Taxes accrued                                        26,025        8,488
    Interest accrued                                    (14,743)         636
    Other working capital accounts                        2,326      (35,323)
  Decommissioning trust contributions                    (4,140)      (2,386)
  Provision for estimated losses and reserves               529        2,968
  Other                                                     733       16,716
                                                       --------     --------
    Net cash flow provided by operating activities      111,783      124,842
                                                       --------     --------
Investing Activities:                                                       
  Construction expenditures                             (32,250)     (41,651)
  Allowance for equity funds used during construction     1,090          915
  Nuclear fuel purchases                                (19,081)         (76)
  Proceeds from sale/leaseback of nuclear fuel           18,470           76
                                                       --------     --------
    Net cash flow used in investing activities          (31,771)     (40,736)
                                                       --------     --------
Financing Activities:                                                       
  Proceeds from issuance of first mortgage bonds         84,256            -
  Retirement of first mortgage bonds                    (30,437)        (400)
  Redemption of preferred stock                               -       (5,000)
  Dividends paid:                                                           
    Common stock                                              -      (32,800)
    Preferred stock                                      (8,917)      (4,727)
                                                       --------     --------
     Net cash flow provided by (used in)                 44,902      (42,927)
       financing activities
                                                       --------     --------
Net increase in cash and cash equivalents               124,914       41,179
                                                                            
Cash and cash equivalents at beginning of period         11,798       80,756
                                                       --------     --------
Cash and cash equivalents at end of period             $136,712     $121,935
                                                       ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                          
    Interest - net of amount capitalized                $37,479      $25,916
    Income taxes                                         $6,460            -
  Noncash investing and financing activities:                               
    Capital lease obligations incurred                        -          $76
    Change in unrealized appreciation/depreciation of
     decommissioning trust assets                       ($4,363)      $6,234
                                                                            
See Notes to Financial Statements.                                          
                                                                    
                                                                      
                                                                            
                                  
                        ENTERGY ARKANSAS, INC.
                            BALANCE SHEETS
                March 31, 1996 and December 31, 1995
                             (Unaudited)
                                                      
                                                    
                                                
                                             1996          1995
                                          -----------  -----------
                                        (In Thousands)
                ASSETS                                             
Utility Plant:                                                     
  Electric                                 $ 4,445,035  $ 4,438,519
  Property under capital leases                 46,795       48,968
  Construction work in progress                129,400      119,874
  Nuclear fuel under capital lease             104,526       98,691
                                           -----------  -----------
           Total                             4,725,756    4,706,052
                                                                   
  Less - accumulated depreciation and        1,876,766    1,846,112
    amortization
                                           -----------  -----------
           Utility plant - net               2,848,990    2,859,940
                                           -----------  -----------
Other Property and Investments:                                    
  Investment in subsidiary companies -          11,122       11,122
    at equity
  Decommissioning trust fund                   173,493      166,832
  Other - at cost (less accumulated              5,148        5,085
    depreciation)
                                           -----------  -----------
           Total                               189,763      183,039
                                           -----------  -----------
Current Assets:                                                    
  Cash and cash equivalents:                                       
    Cash                                         5,221        7,780
    Temporary cash investments - at cost,
      which approximates market:                                   
        Associated companies                    16,524          908
        Other                                   32,797        3,110
    Special deposits                            82,170            -
                                           -----------  -----------
           Total cash and cash                 136,712       11,798
equivalents
  Accounts receivable:                                             
    Customer (less allowance for doubtful accounts
     of $2.1 million in 1996 and 1995)          67,329       75,445
    Associated companies                        39,589       40,577
    Other                                        7,418        6,962
    Accrued unbilled revenues                   77,622       93,556
  Fuel inventory - at average cost              54,282       57,456
  Materials and supplies - at average cost      76,865       75,030
  Rate deferrals                               137,011      131,634
  Deferred excess capacity                      12,295       11,088
  Deferred nuclear refueling outage costs       24,213       32,824
  Prepayments and other                         13,904       15,215
                                           -----------  -----------
           Total                               647,240      551,585
                                           -----------  -----------
Deferred Debits and Other Assets:                                  
  Regulatory assets:                                               
    Rate deferrals                             190,105      228,390
    Deferred excess capacity                     1,732        5,984
    SFAS 109 regulatory asset - net            225,281      219,906
    Unamortized loss on reacquired debt         57,805       58,684
    Other regulatory assets                     72,344       68,160
  Other                                         29,741       28,727
                                           -----------  -----------
           Total                               577,008      609,851
                                           -----------  -----------
           TOTAL                           $ 4,263,001  $ 4,204,415
                                          ============ ============
See Notes to Financial Statements.                                 
                                                           
                                                             
                                                                   
                       ENTERGY ARKANSAS, INC.
                           BALANCE SHEETS
               March 31, 1996 and December 31, 1995
                           (Unaudited)
                                                      
                                                          
                                                   
                                             1996          1995
                                          -----------  -----------
                                              (In Thousands)
    CAPITALIZATION AND LIABILITIES                                 
Capitalization:                                                    
  Common stock, $0.01 par value, authorized
    325,000,000 shares; issued and outstanding
    46,980,196 shares                      $       470  $       470
  Paid-in capital                              590,794      590,844
  Retained earnings                            491,896      492,386
                                           -----------  -----------
     Total common shareholder's equity       1,083,160    1,083,700
  Preferred stock:                                                 
     Without sinking fund                      176,350      176,350
     With sinking fund                          49,027       49,027
  Long-term debt                             1,250,122    1,281,203
                                           -----------  -----------
           Total                             2,558,659    2,590,280
                                           -----------  -----------
Other Noncurrent Liabilities:                                      
  Obligations under capital leases              96,641       93,574
  Other                                         71,503       67,444
                                           -----------  -----------
           Total                               168,144      161,018
                                           -----------  -----------
Current Liabilities:                                               
  Currently maturing long-term debt            115,870       28,700
  Notes payable                                    667          667
  Accounts payable:                                                
    Associated companies                        40,880       42,156
    Other                                      117,764      120,250
  Customer deposits                             19,347       18,594
  Taxes accrued                                 66,184       40,159
  Accumulated deferred income taxes             59,814       48,992
  Interest accrued                              15,497       30,240
  Dividends declared                            15,300        4,458
  Co-owner advances                             29,858       34,450
  Deferred fuel cost                            21,050       17,837
  Obligations under capital leases              54,678       54,697
  Other                                         21,103       26,238
                                           -----------  -----------
           Total                               578,012      467,438
                                           -----------  -----------
Deferred Credits:                                                  
  Accumulated deferred income taxes            801,114      823,471
  Accumulated deferred investment tax credits  111,737      112,890
  Other                                         45,335       49,318
                                           -----------  -----------
           Total                               958,186      985,679
                                           -----------  -----------
Commitments and Contingencies (Note 1)                             
                                                                   
           TOTAL                           $ 4,263,001  $ 4,204,415
                                          ============ ============
See Notes to Financial Statements.                                 
                                                           
                                                             
                                  
                                  

                      ENTERGY GULF STATES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Net Income

      Net income decreased for the three months ended March 31, 1996,
due  to  the  $174  million net of tax write-off of River  Bend  rate
deferrals required by the adoption of SFAS 121.  Excluding the write-
off, net income for the three months ended March 31, 1996, would have
increased  $19  million  primarily due to increased  electric  retail
energy sales, partially offset by increased income tax expenses.

      Significant  factors affecting the results  of  operations  and
causing variances between the three months ended March 31, 1996,  and
1995  are  discussed  under  "Revenues and  Sales,"  "Expenses,"  and
"Other" below.

Revenues and Sales

      Detailed  below  are  Entergy Gulf States'  electric  operating
revenues by source and KWh sales for the three months ended March 31,
1996, and 1995:



                                                               
                                           Three Months Ended    Increase/     
              Description                  1996        1995     (Decrease)     %
                                            (In Millions)
Electric Department Operating Revenues:                                       
  Residential                               $ 134.7   $ 116.5       $ 18.2    16
  Commercial                                  102.5      92.3         10.2    11
  Industrial                                  160.6     142.3         18.3    13
  Governmental                                  7.0       6.2          0.8    13
                                          ---------  --------     --------      
    Total retail                              404.8     357.3         47.5    13
  Sales for resale                                                           
    Associated companies                        2.8      10.2         (7.4)  (73)
    Non-associated companies                   19.0      14.8          4.2    28
  Other                                        (0.4)     (3.5)         3.1   (89)
                                          ---------  --------     --------      
    Total Electric Department               $ 426.2   $ 378.8       $ 47.4    13
                                           ========  ========     ========      
                                                                              
Billed Electric Energy                                                        
 Sales (Millions of KWh):                                                     
  Residential                                 1,825     1,561          264    17
  Commercial                                  1,462     1,342          120     9
  Industrial                                  3,901     3,670          231     6
  Governmental                                   92        88            4     5
                                            -------   -------        -----
    Total retail                              7,280     6,661          619     9
  Sales for resale                                                         
    Associated companies                         56       501         (445)  (89)
    Non-associated companies                    500       473           27     6
                                            -------   -------        -----
    Total Electric Department                 7,836     7,635          201     3
  Steam Department                              416       397           19     5
                                            -------   -------        -----
    Total                                     8,252     8,032          220     3
                                            =======   =======        =====



     Electric operating revenues increased for the three months ended
March 31, 1996, as a result of higher fuel adjustment revenues, which
do  not  affect  net income, and increased customer usage,  partially
attributable  to  colder winter weather than in the  same  period  of
1995.  Other electric revenues decreased due to a settlement with the
United  States  Department of Energy regarding  service  and  pricing
arrangements.



                      ENTERGY GULF STATES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
      The changes in electric operating revenues for the three months
ended March 31, 1996, are as follows:

                                        Three Months Ended
                Description             Increase/(Decrease)
                                           (In Millions)
                                         
       Change in base revenues               $(2.7)
       Fuel cost recovery                     33.9
       Sales volume/weather                   26.8
       Other revenue (including unbilled      (7.4)
       Sales for resale                       (3.2)
                                            ------
       Total                                $ 47.4
                                            ======

      Gas  operating  revenues increased for the three  months  ended
March 31, 1996, primarily due to an increase in residential sales  as
a result of colder weather than in the same period of 1995.

Expenses

      Operating  expenses increased for the three months ended  March
31,  1996,  as a result of higher fuel expenses, including  purchased
power,  and higher income taxes.  Fuel expenses increased because  of
higher  gas  prices and increased energy requirements resulting  from
higher  energy sales.  Income taxes increased primarily due to higher
pre-tax  income for the three months ended March 31, 1996,  excluding
the  net  effect  of  the  write-off of  River  Bend  rate  deferrals
discussed below.

Other

      Other income decreased due to the write-off of River Bend  rate
deferrals  pursuant  to  the  adoption  of  SFAS  121,  which  became
effective  January  1,  1996.  See Note 7 for a  further  discussion.
Income taxes on other income decreased as a result of this write-off.


                                  
                      ENTERGY GULF STATES, INC.
                     STATEMENTS OF INCOME (LOSS)
          For the Three Months Ended March 31, 1996 and 1995
                             (Unaudited)
                                                      
                                                    
                                                       
                                                 1996         1995
                                                -------      -------
                                                  (In   Thousands)
                                                                     
Operating Revenues:                                                  
  Electric                                       $426,177    $378,791
  Natural gas                                      14,876       9,923
  Steam products                                   15,578      10,632
                                                 --------    --------
        Total                                     456,631     399,346
                                                 --------    --------
Operating Expenses:                                                  
  Operation and maintenance:                                         
    Fuel, fuel-related expenses, and                                 
     gas purchased for resale                     117,409     114,921
    Purchased power                                67,834      40,557
    Nuclear refueling outage expenses               2,360       3,031
    Other operation and maintenance                96,741     101,404
  Depreciation, amortization, and                  51,251      50,339
   decommissioning
  Taxes other than income taxes                    26,334      25,379
  Income taxes                                     11,983        (162)
  Amortization of rate deferrals                   17,644      16,506
                                                 --------    --------
        Total                                     391,556     351,975
                                                 --------    --------
Operating Income                                   65,075      47,371
                                                 --------    --------
Other Income (Deductions):                                           
  Allowance for equity funds used                                    
    during construction                               493         251
  Write-off of River Bend rate deferrals         (194,498)          -
  Miscellaneous - net                               4,940       5,914
  Income taxes                                     18,743        (865)
                                               ----------    --------
        Total                                    (170,322)      5,300
                                               ----------    --------
Interest Charges:                                                    
  Interest on long-term debt                       46,488      48,270
  Other interest - net                                950       1,010
  Allowance for borrowed funds used                                  
    during construction                              (428)       (244)
                                               ----------    --------
        Total                                      47,010      49,036
                                               ----------    --------
Net Income (Loss)                                (152,257)      3,635
                                                                     
Preferred and Preference Stock                                       
  Dividend Requirements and Other                   7,219       7,590
                                               ----------    --------
Loss Applicable to Common Stock                 ($159,476)    ($3,955)
                                               ==========    ========
See Notes to Financial Statements.                                   
                                                             
                                                               
                                  
                                  
                           ENTERGY GULF STATES, INC.
                           STATEMENTS OF CASH FLOWS
             For the Three Months Ended March 31, 1996 and 1995
                                 (Unaudited)
                                                          
                                                        
                                                                 
                                                           
                                                          1996        1995
                                                      --------    --------
                                                         (In Thousands)
                                                                     
  Net income (loss)                                  ($152,257)     $3,635
  Noncash items included in net income:                                   
    Write-off of River Bend rate deferrals             194,498           -
    Change in rate deferrals                            17,644      16,506
    Depreciation, amortization, and                     51,251      50,339
      decommissioning
    Deferred income taxes and investment tax            (6,812)        914 
      credits
    Allowance for equity funds used during                (493)       (251)
      construction
  Changes in working capital:                                             
    Receivables                                          8,020      58,324
    Fuel inventory                                       6,822         894
    Accounts payable                                      (902)    (10,624)
    Taxes accrued                                       (6,976)     11,043
    Interest accrued                                   (21,462)      4,466
    Reserve for rate refund                                  -      10,560
    Other working capital accounts                     (56,512)     (4,667)
  Decommissioning trust contributions                   (1,481)       (739)
  Provision for estimated losses and reserves            2,648      (3,587)
  Other                                                    777      (6,925)
                                                      --------    --------
    Net cash flow provided by operating activities      34,765     129,888
                                                      --------    --------
Investing Activities:                                                     
  Construction expenditures                            (36,419)    (19,136)
  Allowance for equity funds used during construction      493         251
  Nuclear fuel purchases                               (22,188)          -
  Proceeds from sale/leaseback of nuclear fuel          23,375           -
                                                      --------    --------
    Net cash flow used in investing activities         (34,739)    (18,885)
                                                      --------    --------
Financing Activities:                                                     
  Proceeds from the issuance of long-term debt             780       2,277
  Retirement of first mortgage bonds                   (20,000)          -
  Redemption of preferred and preference stock          (4,204)     (2,250)
  Dividends paid on preferred and preference            (7,132)     (7,514)
   stock
                                                      --------    --------
    Net cash flow used in financing activities         (30,556)     (7,487)
                                                      --------    --------
Net increase (decrease) in cash and cash               (30,530)    103,516
  equivalents
                                                                          
Cash and cash equivalents at beginning of period       234,604     104,644
                                                      --------    --------
Cash and cash equivalents at end of period            $204,074    $208,160
                                                      ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for                                         
    interest - net of amount capitalized               $66,212     $41,860
    Change in unrealized appreciation/depreciation of
      decommissioning trust assets                           -        $759
                                                                          
See Notes to Financial Statements.                                        

                                                                    
                                  
                                  
                          ENTERGY GULF STATES, INC.
                               BALANCE SHEETS
                    March 31, 1996 and December 31, 1995
                                (Unaudited)
                                                             
                                                           
                                                         
                                                   1996           1995
                                                -----------    -----------
                                                    (In Thousands)
                    ASSETS                                                
Utility Plant:                                                             
  Electric                                        $ 6,962,426   $ 6,942,983
  Natural gas                                          45,782        45,789
  Steam products                                       77,558        77,551
  Property under capital leases                        76,617        77,918
  Construction work in progress                       164,427       148,043
  Nuclear fuel under capital lease                     66,439        69,853
                                                  -----------   -----------
           Total                                    7,393,249     7,362,137
                                                                           
  Less - accumulated depreciation and               2,713,779     2,664,943
   amortization
                                                  -----------   -----------
           Utility plant - net                      4,679,470     4,697,194
                                                  -----------   -----------
Other Property and Investments:                                            
  Decommissioning trust fund                           34,859        32,943
  Other - at cost (less accumulated depreciation)      29,230        28,626
                                                  -----------   -----------
           Total                                       64,089        61,569
                                                  -----------   -----------
Current Assets:                                                            
  Cash and cash equivalents:                                               
    Cash                                                7,882        13,751
    Temporary cash investments - at cost,                                  
      which approximates market:                                           
        Associated companies                           61,097        46,336
        Other                                         135,095       174,517
                                                  -----------   -----------
           Total cash and cash equivalents            204,074       234,604
  Accounts receivable:                                                     
    Customer (less allowance for doubtful accounts
     of $1.6 million in 1996 and 1995)                107,171       110,187
    Associated companies                                1,391         1,395
    Other                                              16,854        15,497
    Accrued unbilled revenues                          67,024        73,381
  Deferred fuel costs                                  61,887        31,154
  Accumulated deferred income taxes                    37,721        43,465
  Fuel inventory - at average cost                     25,319        32,141
  Materials and supplies - at average cost             93,097        91,288
  Rate deferrals                                       95,614        97,164
  Prepayments and other                                 9,676        15,566
                                                  -----------   -----------
           Total                                      719,828       745,842
                                                  -----------   -----------
Deferred Debits and Other Assets:                                          
  Regulatory assets:                                                       
    Rate deferrals                                    203,222       419,904
    SFAS 109 regulatory asset-net                     370,522       453,628
    Unamortized loss on reacquired debt                59,475        61,233
    Other regulatory assets                            26,718        27,836
  Long-term receivables                               225,130       224,727
  Other                                               168,119       169,125
                                                  -----------   -----------
           Total                                    1,053,186     1,356,453
                                                  -----------   -----------
           TOTAL                                  $ 6,516,573   $ 6,861,058
                                                  ===========   ===========
See Notes to Financial Statements.                                         
                                                                   
                                                                     
                            ENTERGY GULF STATES, INC.
                                BALANCE SHEETS
                     March 31, 1996 and December 31, 1995
                                 (Unaudited)
                                                             
                                                           
                                                         
                                                                    
                                                   1996           1995
                                                -----------    -----------
                                                    (In Thousands)
        CAPITALIZATION AND LIABILITIES                               
Capitalization:                                                            
  Common stock, no par value, authorized                                   
    200,000,000 shares; issued and outstanding                             
    100 shares                                    $   114,055   $   114,055
  Paid-in capital                                   1,152,592     1,152,505
  Retained earnings                                   198,228       357,704
                                                  -----------   -----------
           Total common shareholder's equity        1,464,875     1,624,264
  Preference stock                                    150,000       150,000
  Preferred stock:                                                         
     Without sinking fund                             136,444       136,444
     With sinking fund                                 83,450        87,654
  Long-term debt                                    2,141,303     2,175,471
                                                  -----------   -----------
           Total                                    3,976,072     4,173,833
                                                  -----------   -----------
Other Noncurrent Liabilities:                                              
  Obligations under capital leases                    105,638       108,078
  Other                                                81,636        78,245
                                                  -----------   -----------
           Total                                      187,274       186,323
                                                  -----------   -----------
Current Liabilities:                                                       
  Currently maturing long-term debt                   160,425       145,425
  Accounts payable:                                                        
    Associated companies                               42,574        31,349
    Other                                             124,401       136,528
  Customer deposits                                    22,179        21,983
  Taxes accrued                                        30,437        37,413
  Interest accrued                                     35,375        56,837
  Nuclear refueling reserve                             6,193        22,627
  Obligations under capital lease                      37,418        37,773
  Other                                                73,031        86,653
                                                  -----------   -----------
           Total                                      532,033       576,588
                                                  -----------   -----------
Deferred Credits:                                                          
  Accumulated deferred income taxes                 1,084,204     1,177,144
  Accumulated deferred investment tax credits         206,805       208,618
  Deferred River Bend finance charges                  51,957        58,047
  Other                                               478,228       480,505
                                                  -----------   -----------
           Total                                    1,821,194     1,924,314
                                                  -----------   -----------
Commitments and Contingencies (Notes 1 and 2)                              
                                                                          
           TOTAL                                  $ 6,516,573   $ 6,861,058
                                                  ===========   ===========
See Notes to Financial Statements.                                         
                                                                   
                                                                     
                                  

                       ENTERGY LOUISIANA, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  

Net Income

      Net income increased for the three months ended March 31, 1996,
due primarily to increased revenues and decreased other operation and
maintenance expenses, partially offset by increased income taxes.

      Significant  factors affecting the results  of  operations  and
causing variances between the three months ended March 31, 1996,  and
1995 are discussed under "Revenues and Sales" and "Expenses" below.

Revenues and Sales

      Detailed  below are Entergy Louisiana's operating  revenues  by
source  and KWh sales for the three months ended March 31, 1996,  and
1995.




                                                      
                                     Three Months Ended Increase/    
           Description               1996      1995    (Decrease)   %
                                           (In Millions)
Electric Operating Revenues:                                        
  Residential                       $ 135.3  $ 111.9      $ 23.4    21
  Commercial                           86.0     76.0        10.0    13
  Industrial                          175.6    148.9        26.7    18
  Governmental                          8.5      7.7         0.8    10
                                    -------  -------      ------      
    Total retail                      405.4    344.5        60.9    18
  Sales for resale                                                       
    Associated companies                0.2      0.2           -     -
    Non-associated companies           14.5     10.5         4.0    38
  Other                                (2.3)    (1.7)       (0.6)   35
                                    -------  -------      ------      
    Total                           $ 417.8  $ 353.5      $ 64.3    18
                                    =======  =======      ======    
Billed Electric Energy                                              
 Sales (Millions of KWh):                                           
  Residential                         1,826    1,587         239    15
  Commercial                          1,092    1,019          73     7
  Industrial                          4,213    4,079         134     3
  Governmental                          115      110           5     5
                                    -------  -------      ------      
    Total retail                      7,246    6,795         451     7
  Sales for resale                                                       
    Associated companies                  3       10          (7)  (70)
    Non-associated companies            233      214          19     9
                                    -------  -------      ------      
    Total                             7,482    7,019         463     7
                                    =======  =======      ======      


     Electric operating revenues increased for the three months ended
March  31,  1996,  primarily due to higher fuel adjustment  revenues,
which  do  not affect net income, and higher retail sales,  partially
offset by a decrease in rates.  Colder weather and increased customer
usage  in  the first three months of 1996 contributed to the increase
in retail sales.  A base rate reduction ordered in the second quarter
of  1995,  and a subsequent settlement of related issues  during  the
fourth  quarter  of  1995,  partially  offset  the  effect  of  these
increases.


                       ENTERGY LOUISIANA, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
      The changes in electric operating revenues for the three months
ended March 31, 1996, are as follows:

                                            Three Months Ended
                   Description             Increase/(Decrease)
                                            (In Millions)
                                                 
       Change in base revenues                   $(13.8)
       Fuel cost recovery                          54.3
       Sales volume/weather                        20.4
       Other revenue (including unbilled)          (0.6)
       Sales for resale                             4.0
                                                 ------
       Total                                      $64.3
                                                 ======

Expenses

      Operating  expenses increased for the three months ended  March
31,  1996,  due primarily to an increase in fuel and purchased  power
expenses, income taxes, and taxes other than income taxes offset by a
decrease  in  other  operation  and  maintenance  expenses  and   the
recording  of  rate  deferrals in 1996.  The  increase  in  fuel  and
purchased power is primarily due to increased energy sales  as  noted
in  "Revenues and Sales" above.  Income taxes increased for the three
months ended March 31, 1996, because of higher pre-tax income.  Taxes
other than income taxes increased as the result of the expiration  of
Waterford 3's local property tax exemption in December 1995, and  was
offset by the recording of the LPSC-approved rate deferral for  these
taxes  discussed in Note 2.  Other operation and maintenance expenses
decreased for the three months of 1996 due to lower payroll expenses.
Payroll  expenses decreased as a result of the restructuring  program
announced  and  accrued for during 1994 and 1995,  which  included  a
reduction  in  the  number of Entergy Louisiana employees  throughout
1995 and into 1996.
                                  

                                   
                        ENTERGY LOUISIANA, INC.
                         STATEMENTS OF INCOME
          For the Three Months Ended March 31, 1996 and 1995
                              (Unaudited)
                                                    
                                                 
                                                    
                                                1996       1995
                                              -------    -------
                                                (In Thousands)
                                                                  
Operating Revenues                            $417,767    $353,462
                                              --------    --------
Operating Expenses:                                               
  Operation and maintenance:                                      
    Fuel and fuel-related expenses              90,680      52,050
    Purchased power                            100,875      74,995
    Nuclear refueling outage expenses            4,000       4,517
    Other operation and maintenance             65,770      73,004
  Depreciation, amortization, and               41,741      38,507
    decommissioning
  Taxes other than income taxes                 19,734      15,716
  Income taxes                                  22,528      18,696
  Rate deferrals                                (6,859)          -
  Amortization of rate deferrals                 6,660       6,660
                                              --------    --------
        Total                                  345,129     284,145
                                              --------    --------
Operating Income                                72,638      69,317
                                              --------    --------
Other Income (Deductions):                                        
  Allowance for equity funds used                                 
   during construction                             277         564
  Miscellaneous - net                              286         372
  Income taxes                                     (26)        (25)
                                              --------    --------
        Total                                      537         911
                                              --------    --------
Interest Charges:                                                 
  Interest on long-term debt                    30,717      32,572
  Other interest - net                           2,336       2,085
  Allowance for borrowed funds used                               
   during construction                            (408)       (491)
                                              --------    --------
        Total                                   32,645      34,166
                                              --------    --------
Net Income                                      40,530      36,062
                                                                  
Preferred Stock Dividend Requirements                             
  and Other                                      4,915       5,591
                                              --------    --------
Earnings Applicable to Common Stock            $35,615    $ 30,471
                                              ========    ========
See Notes to Financial Statements.                                
                                                          
                                                            

                           ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS
            For the Three Months Ended March 31, 1996 and 1995
                                (Unaudited)
                                                               
                                                             
                                                                 
                                                              1996           1995
                                                          --------       --------
                                                               (In Thousands)
                                                                           
Operating Activities:                                                            
  Net income                                               $40,530        $36,062
  Noncash items included in net income:                                          
    Change in rate deferrals                                 6,660          6,660
    Depreciation, amortization, and decommissioning         41,741         38,507
    Deferred income taxes and investment tax credits        (4,169)        (9,077)
    Allowance for equity funds used during construction       (277)          (564)
  Changes in working capital:                                                    
    Receivables                                              6,447         26,639
    Accounts payable                                        (2,740)       (25,464)
    Taxes accrued                                           40,406         37,282
    Interest accrued                                       (17,143)        (7,458)
    Other working capital accounts                         (11,327)           633
  Decommissioning trust contributions                       (4,393)        (1,204)
  Other                                                     (6,997)         1,708
                                                          --------       --------
    Net cash flow provided by operating activities          88,738        103,724
                                                          --------       --------
Investing Activities:                                                            
  Construction expenditures                                (26,235)       (20,055)
  Allowance for equity funds used during                       277            564
   construction
                                                          --------       --------
    Net cash flow used in investing activities             (25,958)       (19,491)
                                                          --------       --------
Financing Activities:                                                            
  Proceeds from the issuance of first mortgage bonds       113,994              -
  Retirement of:                                                                 
    First mortgage bonds                                   (35,000)             -
    Other long-term debt                                       (44)           (25)
  Redemption of preferred stock                             (7,500)        (7,500)
  Changes in short-term borrowings - net                   (28,468)        (7,954)
  Dividends paid:                                                                
    Common stock                                           (14,400)       (55,700)
    Preferred stock                                         (5,151)        (5,491)
                                                          --------       --------
      Net cash flow provided by (used in) financing         23,431        (76,670)
        activities
                                                          --------       --------
Net increase in cash and cash equivalents                   86,211          7,563
                                                                                 
Cash and cash equivalents at beginning of period            34,370         28,718
                                                          --------       --------
Cash and cash equivalents at end of period                $120,581        $36,281
                                                          ========       ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                               
   Cash paid during the period for:                                              
     Interest - net of amount capitalized                  $48,555        $40,325
   Noncash investing and financing activities:                                   
    Capital lease obligations incurred                           -            $75
     Change in unrealized appreciation/depreciation of
        decommissioning trust assets                          ($94)        $1,294
                                                                         
 See Notes to Financial Statements.                                     
                                                                   
                                                                     
                                                                          
                                  
                                  
                           ENTERGY LOUISIANA, INC.
                               BALANCE SHEETS
                    March 31, 1996 and December 31, 1995
                                (Unaudited)
                                                              
                                                            
                                                         
                                                                     
                                                 1996              1995
                                              -----------      -----------
                                                       (In Thousands)
                 ASSETS                                              
Utility Plant:                                                             
  Electric                                       $ 4,897,057    $ 4,886,898
  Property under capital leases                      231,121        231,121
  Construction work in progress                       95,320         87,567
  Nuclear fuel under capital lease                    63,516         72,864
  Nuclear fuel                                         1,506          1,506
                                                 -----------    -----------
           Total                                   5,288,520      5,279,956
                                                                           
  Less - accumulated depreciation and              1,774,850      1,742,306
    amortization
                                                 -----------    -----------
           Utility plant - net                     3,513,670      3,537,650
                                                 -----------    -----------
Other Property and Investments:                                            
  Nonutility property                                 20,060         20,060
  Decommissioning trust fund                          43,496         38,560
  Investment in subsidiary companies - at equity      14,230         14,230
  Other                                                  869          1,113
                                                 -----------    -----------
           Total                                      78,655         73,963
                                                 -----------    -----------
Current Assets:                                                            
  Cash and cash equivalents:                                               
    Cash                                               4,481          3,952
    Temporary cash investments - at cost,                                  
      which approximates market                       21,100         30,418
    Special deposits                                  95,000              -
                                                 -----------    -----------
           Total cash and cash equivalents           120,581         34,370
  Accounts receivable:                                                     
    Customer (less allowance for doubtful accounts of
     $1.4 million in 1996 and 1995)                   79,780         72,328
    Associated companies                               1,361          8,033
    Other                                              8,506          8,979
    Accrued unbilled revenues                         55,378         62,132
  Deferred fuel costs                                 13,984         10,200
  Materials and supplies - at average cost            81,375         79,799
  Rate deferrals                                      18,949         25,609
  Deferred nuclear refueling outage costs             17,320         21,344
  Prepayments and other                                9,801          9,118
                                                 -----------    -----------
           Total                                     407,035        331,912
                                                 -----------    -----------
Deferred Debits and Other Assets:                                          
  Regulatory assets:                                                       
    SFAS 109 regulatory asset - net                  303,419        301,520
    Unamortized loss on reacquired debt               38,474         39,474
    Other regulatory assets                           31,998         23,935
  Other                                               24,486         23,069
                                                 -----------    -----------
           Total                                     398,377        387,998
                                                 -----------    -----------
           TOTAL                                 $ 4,397,737    $ 4,331,523
                                                 ===========    ===========
See Notes to Financial Statements.                                         
                                                                   
                                                                     
                          ENTERGY LOUISIANA, INC.
                              BALANCE SHEETS
                 March 31, 1996 and December 31, 1995
                               (Unaudited)
                                                              
                                                            
                                                         
                                                                           
                                                 1996              1995
                                              -----------      -----------
                                                      (In Thousands)
     CAPITALIZATION AND LIABILITIES                                  
Capitalization:                                                            
  Common stock, $0.01 par value, authorized
    250,000,000 shares; issued and outstanding
    165,173,180 shares                           $ 1,088,900    $ 1,088,900
  Capital stock expense and other                     (4,880)        (4,836)
  Retained earnings                                   57,564         72,150
                                                 -----------    -----------
           Total common shareholder's equity       1,141,584      1,156,214
  Preferred stock                                                          
     Without sinking fund                            160,500        160,500
     With sinking fund                                92,509        100,009
  Long-term debt                                   1,389,283      1,385,171
                                                 -----------    -----------
           Total                                   2,783,876      2,801,894
                                                 -----------    -----------
Other Noncurrent Liabilities:                                              
  Obligations under capital leases                    35,516         43,362
  Other                                               51,840         50,835
                                                 -----------    -----------
           Total                                      87,356         94,197
                                                 -----------    -----------
Current Liabilities:                                                       
  Currently maturing long-term debt                  111,258         35,260
  Notes payable                                                            
    Associated companies                              47,991         61,459
    Other                                                  -         15,000
  Accounts payable:                                                        
    Associated companies                              40,695         37,494
    Other                                             63,981         69,922
  Customer deposits                                   57,275         56,924
  Taxes accrued                                       59,018         18,612
  Accumulated deferred income taxes                    3,403          3,366
  Interest accrued                                    27,059         44,202
  Dividends declared                                  40,713          5,149
  Obligations under capital leases                    28,000         28,000
  Other                                                7,738         17,397
                                                 -----------    -----------
           Total                                     487,131        392,785
                                                 -----------    -----------
Deferred Credits:                                                          
  Accumulated deferred income taxes                  806,422        807,278
  Accumulated deferred investment tax credits        144,145        145,561
  Deferred interest - Waterford 3 lease obligation    24,145         23,947
  Other                                               64,662         65,861
                                                 -----------    -----------
           Total                                   1,039,374      1,042,647
                                                 -----------    -----------
Commitments and Contingencies (Notes 1 and 2)
                                                                           
           TOTAL                                 $ 4,397,737    $ 4,331,523
                                                ============   ============
See Notes to Financial Statements.                                         
                                                                   
                                                                     

                                  
                      ENTERGY MISSISSIPPI, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
Net Income

      Net income increased for the three months ended March 31, 1996,
primarily  due  to an increase in electric operating revenues  and  a
decrease  in  other  operation  and maintenance  expenses,  partially
offset by an increase in income tax expense.

      Significant  factors affecting the results  of  operations  and
causing variances between the three months ended March 31, 1996,  and
1995 are discussed under "Revenues and Sales" and "Expenses" below.

Revenues and Sales

      Detailed below are Entergy Mississippi's operating revenues  by
source  and KWh sales for the three months ended March 31, 1996,  and
1995:



                                                     
                                Three Months Ended  Increase/     
        Description             1996        1995    (Decrease)      %
                                      (In Millions)
Electric Operating Revenues:                                       
  Residential                    $ 77.5     $ 67.1      $ 10.4     15
  Commercial                       62.3       55.6         6.7     12
  Industrial                       40.8       40.2         0.6      1
  Governmental                      6.9        6.5         0.4      6
                                -------   --------    --------       
    Total retail                  187.5      169.4        18.1     11
  Sales for resale                                                     
    Associated companies           13.6        6.6         7.0    106
    Non-associated companies        5.3        4.2         1.1     26
  Other                            (2.5)       0.4        (2.9)     *
                                -------   --------    --------       
    Total                       $ 203.9    $ 180.6      $ 23.3     13
                               ========   ========    ========     
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                     1,055        933         122     13
  Commercial                        777        724          53      7
  Industrial                        694        723         (29)    (4)
  Governmental                       81         78           3      4
                                -------   --------    --------       
    Total retail                  2,607      2,458         149      6
  Sales for resale                                                     
    Associated companies            269        159         110     69
    Non-associated companies        116        141         (25)   (18)
                                -------   --------    --------       
    Total                         2,992      2,758         234      8
                               ========   ========    ========       



* - Greater than 200%.

     Electric operating revenues increased for the three months ended
March 31, 1996, due to an increase in revenues from the Grand Gulf  1
rate  rider,  the  fuel adjustment clause, and  electric  sales.   In
connection  with  an  annual MPSC review, in  October  1995,  Entergy
Mississippi's Grand Gulf 1 rate rider was adjusted upward as a result
of  its undercollection of Grand Gulf 1 costs.  Therefore, Grand Gulf
1 rate rider revenues for the three months ended March 31, 1996, were
greater than revenues for the same period last year.  Fuel adjustment
clause  revenues  increased due to higher fuel  costs,  as  discussed
below.   The  increase in retail sales volume is primarily attributed
to colder than normal

                                  
                      ENTERGY MISSISSIPPI, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS


weather  during the first three months of 1996 compared to  the  same
period  in  1995.  Sales for resale, specifically sales to associated
companies,  increased  primarily due to  changes  in  the  generation
requirements and availability among the operating companies.

      The changes in electric operating revenues for the three months
ended March 31, 1996, are as follows:

                                       Three Months Ended  
                Description            Increase/(Decrease) 
                                         (In Millions)
                                                              
       Change in base revenues               $(0.8)              
       Grand Gulf rate rider                   4.2                
       Fuel cost recovery                      8.4                
       Sales volume/weather                    4.6                
       Other revenue (including unbilled)     (1.2)               
       Sales for resale                        8.1                
                                             -----              
       Total                                 $23.3               
                                             =====               

Expenses

     Fuel and purchased power expenses increased for the three months
ended March 31, 1996, due to an increase in the demand for gas caused
by  the colder than normal weather and the resulting shortage of this
fuel.   The  gas  shortage in combination with Entergy  Mississippi's
need  to  burn  excess oil inventory resulted in increased  oil-fired
generation during the first three months of 1996.  Oil tends to be  a
more expensive fuel than gas or coal.

     Other operation and maintenance expenses decreased for the three
months  ended March 31, 1996, due to lower payroll expenses.  Payroll
expenses   decreased  as  a  result  of  the  restructuring  programs
announced  and  accrued for during 1994 and 1995,  which  included  a
reduction  in the number of Entergy Mississippi employees  throughout
1995 and into 1996.

      Income  taxes  increased for the three months ended  March  31,
1996,  primarily  due  to  a  higher  pretax  income  resulting  from
increased   revenue  and  reduced  other  operation  and  maintenance
expenses.

      Rate  deferrals  charged  against operating  expenses  in  1996
represent  the  deferral  of  Entergy Mississippi's  portion  of  the
proposed  System  Energy  rate increase.  In December  1995,  Entergy
Mississippi received an order from the MPSC to defer such costs.  The
deferral  will end once a final order is issued by the  FERC  in  the
System Energy request for a rate increase.  Entergy Mississippi  will
amortize  the  deferral of the actual FERC authorized  rate  increase
over 48 months beginning October 1998.

      The  amortization  of rate deferrals increased  for  the  three
months  ended  March 31, 1996, in accordance with the  Grand  Gulf  1
related  deferral  plan.  The plan allows for the  recovery  of  more
Grand Gulf 1-related costs in 1996 than in 1995.


                                  
                        ENTERGY MISSISSIPPI, INC.
                           STATEMENTS OF INCOME
            For the Three Months Ended March 31, 1996 and 1995
                               (Unaudited)
                                                        
                                                      
                                                         
                                                     1996         1995
                                                   -------      -------
                                                        (In Thousands)
                                                                           
Operating Revenues                                   $203,902      $180,559
                                                     --------      --------
Operating Expenses:                                                        
  Operation and maintenance:                                               
    Fuel and fuel-related expenses                     39,746        30,389
    Purchased power                                    67,312        57,044
    Other operation and maintenance                    27,649        32,218
  Depreciation and amortization                        10,027         9,397
  Taxes other than income taxes                         9,585        10,589
  Income taxes                                          6,016         3,363
  Rate deferrals                                       (7,151)            -
  Amortization of rate deferrals                       26,264        15,289
                                                     --------      --------
        Total                                         179,448       158,289
                                                     --------      --------
                                                                           
Operating Income                                       24,454        22,270
                                                     --------      --------
                                                                           
Other Income (Deductions):                                                 
  Allowance for equity funds used                                          
   during construction                                    273           259
  Miscellaneous - net                                     (78)           61
  Income taxes                                             30           (23)
                                                     --------      --------
        Total                                             225           297
                                                     --------      --------
Interest Charges:                                                          
  Interest on long-term debt                           11,039        11,092
  Other interest - net                                    940         1,906
  Allowance for borrowed funds used                                        
   during construction                                   (224)         (205)
                                                     --------      --------
        Total                                          11,755        12,793
                                                     --------      --------
                                                                           
Net Income                                             12,924         9,774
                                                                           
Preferred Stock Dividend Requirements                                      
 and Other                                              1,248         1,707
                                                     --------      --------
Earnings Applicable to Common Stock                  $ 11,676      $  8,067
                                                     ========      ========
See Notes to Financial Statements.                                         
                                                                   
                                                                     
                                  
                                  
                           ENTERGY MISSISSIPPI, INC.
                           STATEMENTS OF CASH FLOWS
             For the Three Months Ended March 31, 1996 and 1995
                                  (Unaudited)
                                                              
                                                            
                                                               
                                                             1996        1995
                                                         --------   --------
                                                         (In   Thousands)
Operating Activities:                                                        
  Net income                                              $12,924      $9,774
  Noncash items included in net income:                                      
    Change in rate deferrals                               31,475      14,755
    Depreciation and amortization                          10,027       9,397
    Deferred income taxes and investment tax credits       (7,907)     (3,740)
    Allowance for equity funds used during construction      (273)       (259)
  Changes in working capital:                                                
    Receivables                                             4,269      14,012
    Fuel inventory                                          1,055      (1,892)
    Accounts payable                                        4,350      10,730
    Taxes accrued                                         (10,253)     (9,035)
    Interest accrued                                       (9,419)     (7,887)
    Other working capital accounts                          4,977      10,856
  Other                                                   (11,501)      5,129
                                                         --------    --------
    Net cash flow provided by operating activities         29,724      51,840
                                                         --------    --------
Investing Activities:                                                        
  Construction expenditures                               (19,297)    (12,275)
  Allowance for equity funds used during construction         273         259
                                                         --------    --------
    Net cash flow used in investing activities            (19,024)    (12,016)
                                                         --------    --------
Financing Activities:                                                        
  Retirement of:                                                             
    General and refunding mortgage bonds                        -     (40,000)
    First mortgage bonds                                  (25,000)          -
  Redemption of preferred stock                            (8,000)     (8,000)
  Changes in short-term borrowings - net                   17,436      12,319
  Dividends paid:                                                            
    Common stock                                           (7,700)     (8,300)
    Preferred stock                                        (1,392)     (1,790)
                                                         --------    --------
    Net cash flow used in financing activities            (24,656)    (45,771)
                                                         --------    --------
Net decrease in cash and cash equivalents                 (13,956)     (5,947)
                                                                             
Cash and cash equivalents at beginning of period           16,945       9,598
                                                         --------    --------
Cash and cash equivalents at end of period                 $2,989      $3,651
                                                         ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                            
  Cash paid during the period for:                                           
    Interest - net of amount capitalized                  $20,860     $20,278
    Income taxes                                           $4,932      $1,600
                                                                             
See Notes to Financial Statements.                                           
                                                                     
                                                                       
                                  
                                  
                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                  March 31, 1996 and December 31, 1995
                                (Unaudited)
                                                              
                                                            
                                                         
                                                   1996            1995
                                                 -----------    -----------
                                                        (In Thousands)
                   ASSETS                                            
Utility Plant:                                                             
  Electric                                       $ 1,563,264    $ 1,559,955
  Construction work in progress                       63,943         55,443
                                                 -----------    -----------
           Total                                   1,627,207      1,615,398
                                                 -----------    -----------
  Less - accumulated depreciation and                616,324        613,712
   amortization
                                                 -----------    -----------
           Utility plant - net                     1,010,883      1,001,686
                                                 -----------    -----------
Other Property and Investments:                                            
  Investment in subsidiary companies - at equity       5,531          5,531
  Other                                                5,613          5,615
                                                 -----------    -----------
           Total                                      11,144         11,146
                                                 -----------    -----------
Current Assets:                                                            
  Cash and cash equivalents:                                               
    Cash                                               2,989          2,574
    Temporary cash investments - at cost,                                  
      which approximates market:                                           
        Associated companies                               -          3,248
        Other                                              -         11,123
                                                 -----------    -----------
           Total cash and cash equivalents             2,989         16,945
  Accounts receivable:                                                     
    Customer (less allowance for doubtful accounts of
     $1.6 million in 1996 and 1995)                   48,090         46,214
    Associated companies                               4,639          1,134
    Other                                                458          1,967
    Accrued unbilled revenues                         39,009         47,150
  Fuel inventory - at average cost                     5,626          6,681
  Materials and supplies - at average cost            19,431         19,233
  Rate deferrals                                     134,866        130,622
  Prepayments and other                                5,682         11,536
                                                 -----------    -----------
           Total                                     260,790        281,482
                                                 -----------    -----------
Deferred Debits and Other Assets:                                          
  Regulatory assets:                                                       
    Rate deferrals                                   211,353        247,072
    SFAS 109 regulatory asset - net                    8,504          6,445
    Unamortized loss on reacquired debt                9,892         10,105
    Other regulatory assets                           30,164         17,736
  Other                                                6,472          6,311
                                                 -----------    -----------
           Total                                     266,385        287,669
                                                 -----------    -----------
           TOTAL                                 $ 1,549,202    $ 1,581,983
                                                ============   ============
See Notes to Financial Statements.                                         
                                                                   
                                                                     
                           ENTERGY MISSISSIPPI, INC.
                               BALANCE SHEETS
                    March 31, 1996 and December 31, 1995
                                (Unaudited)
                                                              
                                                            
                                                         
                                                   1996            1995
                                                -----------    -----------
                                                       (In Thousands)
       CAPITALIZATION AND LIABILITIES                                
Capitalization:                                                            
  Common stock, no par value, authorized                                   
    15,000,000 shares; issued and outstanding
    8,666,357 shares                             $   199,326    $   199,326
  Capital stock expense and other                       (243)          (218)
  Retained earnings                                  226,139        231,463
                                                 -----------    -----------
           Total common shareholder's equity         425,222        430,571
  Preferred stock                                                          
     Without sinking fund                             57,881         57,881
     With sinking fund                                 8,770         16,770
  Long-term debt                                     494,932        494,404
                                                 -----------    -----------
           Total                                     986,805        999,626
                                                 -----------    -----------
Other Noncurrent Liabilities                          10,027         11,625
                                                 -----------    -----------
Current Liabilities:                                                       
  Currently maturing long-term debt                   36,015         61,015
  Notes payable - associated companies                17,436              -
  Accounts payable:                                                        
    Associated companies                              34,581         24,391
    Other                                             26,260         32,100
  Customer deposits                                   24,958         24,339
  Taxes accrued                                       18,386         28,639
  Accumulated deferred income taxes                   55,713         54,090
  Interest accrued                                    12,415         21,834
  Other                                               14,733          6,875
                                                 -----------    -----------
           Total                                     240,497        253,283
                                                 -----------    -----------
Deferred Credits:                                                          
  Accumulated deferred income taxes                  273,378        278,581
  Accumulated deferred investment tax credits         26,553         27,978
  Other                                               11,942         10,890
                                                 -----------    -----------
           Total                                     311,873        317,449
                                                 -----------    -----------
Commitments and Contingencies (Notes 1 and 2)
                                                                           
           TOTAL                                 $ 1,549,202    $ 1,581,983
                                                 ===========    ===========
See Notes to Financial Statements.                                         
                                                                   
                                                                     
                                  

                      ENTERGY NEW ORLEANS, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS


Net Income

      Net income increased for the three months ended March 31, 1996,
due  primarily  to  higher  electric and gas  revenues.   Significant
factors  affecting  the results of operations and  causing  variances
between the three months ended March 31, 1996, and 1995 are discussed
under "Revenues and Sales" and "Expenses" below.

Revenues and Sales

      Detailed  below  are  Entergy New Orleans'  electric  operating
revenues by source and KWh sales for the three months ended March 31,
1996, and 1995.


                                                          
                                   Three Months Ended    Increase/     
         Description               1996        1995     (Decrease)        %
                                            (In Millions)
Electric Operating Revenues:                                               
  Residential                       $ 27.3      $ 21.8       $ 5.5       25
  Commercial                          33.2        32.5         0.7        2
  Industrial                           5.6         5.1         0.5       10
  Governmental                        12.2        10.7         1.5       14
                                   -------     -------     -------         
    Total retail                      78.3        70.1         8.2       12
  Sales for resale                                                           
    Associated companies               1.9         1.3         0.6       46
    Non-associated companies           2.5         1.9         0.6       32
  Other                               (2.4)        4.8        (7.2)    (150)
                                   -------     -------     -------         
    Total                           $ 80.3      $ 78.1       $ 2.2        3
                                   =======     =======     =======         
Billed Electric Energy                                                     
 Sales (Millions of KWh):                                                  
  Residential                          391         352          39       11
  Commercial                           465         440          25        6
  Industrial                           111         123         (12)     (10)
  Governmental                         212         210           2        1
                                   -------     -------     -------         
    Total retail                     1,179       1,125          54        5
  Sales for resale                                                           
    Associated companies                45          66         (21)     (32)
    Non-associated companies            52          60          (8)     (13)
                                   -------     -------     -------         
    Total                            1,276       1,251          25        2
                                   =======     =======     =======         
                                                                           


     Electric operating revenues increased for the three months ended
March 31, 1996, principally because of an increase in fuel adjustment
revenues and retail energy sales.  Fuel adjustment revenues increased
due  to the higher energy sales and higher fuel prices.  The majority
of  the  retail  sales increase resulted from colder weather  in  the
first three months of 1996 than in the same period in 1995.

                                  
                      ENTERGY NEW ORLEANS, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
The changes in electric operating revenues for the three months ended
March 31, 1996, are as follows:

                                         Three Months Ended
              Description               Increase/(Decrease)
                                           (In Millions)
                                          
  Change in base revenues                     $(5.5)
  Fuel cost recovery                            6.7
  Sales volume/weather                          3.0
  Other revenue (including unbilled)           (3.2)
  Sales for resale                              1.2
                                              -----
  Total                                       $ 2.2
                                              =====

     For the three months ended March 31, 1996, gas operating
revenues increased due primarily to increased gas sales as a result
of the colder winter and a higher unit purchase price for gas
purchased for resale.

Expenses

      Operating  expenses increased for the three months ended  March
31,  1996,  due primarily to increases in fuel expense, gas purchased
for  resale,  and purchased power expense, partially  offset  by  the
recording of rate deferrals in 1996.  Fuel expense increased  due  to
significantly higher prices for gas used in generation as a result of
widespread cold weather in 1996.  Gas purchased for resale  increased
as  a  result  of higher gas sales and a higher unit purchase  price,
which  was caused by the increased demand for gas due to the weather.
Purchased power expense increased in the first three months of  1996,
as  a  result  of additional power being purchased due  primarily  to
changes  in  generation availability among the  operating  companies,
partially  offset  by a decrease in the cost of the power  purchased.
The  rate  deferrals recorded were associated with  the  deferral  of
costs  related  to  least cost planning, which  are  expected  to  be
recovered in future rates and the deferral of a portion of the System
Energy rate increase being billed to Entergy New Orleans.  See Note 2
for  a  discussion  of Entergy New Orleans' deferral  of  the  System
Energy rate increase.






                        ENTERGY NEW ORLEANS, INC.
                          STATEMENTS OF INCOME
          For the Three Months Ended March 31, 1996 and 1995
                            (Unaudited)
                                                        
                                                      
                                                         
                                                     1996          1995
                                                   -------        -------
                                                   (In Thousands)
                                                                       
Operating Revenues:                                                        
  Electric                                            $80,291       $78,140
  Natural gas                                          42,597        30,746
                                                      -------       -------
        Total                                         122,888       108,886
                                                      -------       -------
Operating Expenses:                                                        
  Operation and maintenance:                                               
    Fuel, fuel-related expenses,                                           
     and gas purchased for resale                      41,436        30,978
    Purchased power                                    38,739        29,682
    Other operation and maintenance                    16,424        16,753
  Depreciation and amortization                         4,971         4,828
  Taxes other than income taxes                         6,863         7,227
  Income taxes                                          3,985         3,275
  Rate deferrals                                       (5,793)            -
  Amortization of rate deferrals                        4,496         5,280
                                                      -------       -------
        Total                                         111,121        98,023
                                                      -------       -------
Operating Income                                       11,767        10,863
                                                      -------       -------
Other Income (Deductions):                                                 
  Allowance for equity funds used                                          
    during construction                                    74            26
  Miscellaneous - net                                     774           416
  Income taxes                                           (298)         (160)
                                                      -------       -------
        Total                                             550           282
                                                      -------       -------
Interest Charges:                                                          
  Interest on long-term debt                            4,059         4,329
  Other interest - net                                    282           592
  Allowance for borrowed funds used                                        
    during construction                                   (59)          (21)
                                                      -------       -------
        Total                                           4,282         4,900
                                                      -------       -------
Net Income                                              8,035         6,245
                                                                           
Preferred Stock Dividend Requirements                                      
  and Other                                               241           400
                                                      -------       -------
Earnings Applicable to Common Stock                   $ 7,794       $ 5,845
                                                      =======       =======
See Notes to Financial Statements.                                         
                                                                   
                                                                     
                                  
                                  
                          ENTERGY NEW ORLEANS, INC.
                          STATEMENTS OF CASH FLOWS
             For the Three Months Ended March 31, 1996 and 1995
                                 (Unaudited)
                                                              
                                                            
                                                               
                                                             1996       1995
                                                         --------   --------
                                                          (In Thousands)
Operating Activities:                                                       
  Net income                                               $8,035     $6,245
  Noncash items included in net income:                                     
    Change in rate deferrals                                7,565      6,382
    Depreciation and amortization                           4,971      4,828
    Deferred income taxes and investment tax credits        2,270     (3,309)
    Allowance for equity funds used during                    (74)       (26)
  Changes in working capital:                                               
    Receivables                                             5,675      3,091
    Accounts payable                                       (5,397)     3,676
    Taxes accrued                                           2,584        (30)
    Interest accrued                                       (2,917)      (955)
    Income tax refund                                           -      6,531
    Other working capital accounts                        (18,263)    (4,680)
  Other                                                    (7,339)    (3,175)
                                                         --------   --------
     Net cash flow provided by (used in) operating         (2,890)    18,578
      activities
                                                         --------   --------
Investing Activities:                                                       
  Construction expenditures                                (7,919)    (5,028)
  Allowance for equity funds used during construction          74         26
                                                         --------   --------
    Net cash flow used in investing activities             (7,845)    (5,002)
                                                         --------   --------
Financing Activities:                                                       
  Proceeds from the issuance of                                             
    general and refunding mortgage bonds                   39,608          -
  Retirement of:                                                            
    First mortgage bonds                                  (23,250)         -
    General and refunding mortgage bonds                        -     (9,200)
  Redemption of preferred stock                                 -     (1,500)
  Dividends paid:                                                           
    Common stock                                           (3,300)         -
    Preferred stock                                          (482)      (413)
                                                         --------   --------
     Net cash flow provided by (used in) financing         12,576    (11,113)
       activities
                                                         --------   --------
Net increase in cash and cash equivalents                   1,841      2,463
                                                                            
Cash and cash equivalents at beginning of period           49,746      8,031
                                                         --------   --------
Cash and cash equivalents at end of period                $51,587    $10,494
                                                         ========   ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           
  Cash paid during the period for:                                          
    Interest - net of amount capitalized                   $7,054     $5,702
                                                                            
See Notes to Financial Statements.                                          
                                                                    
                                                                      
                                  


                          ENTERGY NEW ORLEANS, INC.        
                               BALANCE SHEETS
                    March 31, 1996 and December 31, 1995
                                (Unaudited)
                                                            
                                                          
                                                       
                                                 1996             1995
                                            -----------       -----------
                                            (In Thousands)
                 ASSETS                                            
Utility Plant:                                                             
  Electric                                      $   483,427     $   483,581
  Natural gas                                       122,137         121,083
  Construction work in progress                      21,850          17,525
                                                -----------     -----------
           Total                                    627,414         622,189
                                                                           
  Less - accumulated depreciation and               337,044         335,021
    amortization
                                                -----------     -----------
           Utility plant - net                      290,370         287,168
                                                -----------     -----------
Other Property and Investments:                                            
  Investment in subsidiary companies - at equity      3,259           3,259
                                                -----------     -----------
Current Assets:                                                            
  Cash and cash equivalents:                                               
    Cash                                              1,105           1,693
    Temporary cash investments - at cost,                                  
      which approximates market:                                           
        Associated companies                         17,120          10,860
        Other                                        33,362          37,193
                                                -----------     -----------
           Total cash and cash equivalents           51,587          49,746
  Accounts receivable:                                                     
    Customer (less allowance for doubtful accounts
     of $0.5 million in 1996 and $0.8 million in     27,761          29,168
     1995)
    Associated companies                                149             551
    Other                                               498             843
    Accrued unbilled revenues                        13,721          17,242
  Deferred electric fuel and resale gas costs        14,651           2,647
  Materials and supplies - at average cost            9,213           8,950
  Rate deferrals                                     36,320          35,191
  Prepayments and other                              11,021           4,529
                                                -----------     -----------
           Total                                    164,921         148,867
                                                -----------     -----------
Deferred Debits and Other Assets:                                          
  Regulatory assets:                                                       
    Rate deferrals                                  129,222         137,916
    SFAS 109 regulatory asset-net                     7,291           6,813
    Unamortized loss on reacquired debt               1,825           1,932
    Other regulatory assets                          10,153           9,204
  Other                                               1,338           1,047
                                                -----------     -----------
           Total                                    149,829         156,912
                                                -----------     -----------
           TOTAL                                $   608,379     $   596,206
                                                ===========     ===========
See Notes to Financial Statements.                                         
                                                                   
                                                                     
                           ENTERGY NEW ORLEANS, INC.
                                BALANCE SHEETS
                    March 31, 1996 and December 31, 1995
                                  (Unaudited)
                                                       
                                                     
                                                        
                                                     1996          1995
                                                 -----------    -----------
                                                        (In Thousands)
     CAPITALIZATION AND LIABILITIES                                 
Capitalization:                                                            
  Common stock, $4 par value, authorized                                   
    10,000,000 shares; issued and outstanding
    8,435,900 shares                            $    33,744     $    33,744
  Paid-in capital                                    36,294          36,306
  Retained earnings subsequent to the elimination of
     the accumulated deficit on November 30, 1988    80,155          81,261
                                                -----------     -----------
           Total common shareholder's equity        150,193         151,311
  Preferred stock - without sinking fund             19,780          19,780
  Long-term debt                                    168,839         155,958
                                                -----------     -----------
           Total                                    338,812         327,049
                                                -----------     -----------
Other Noncurrent Liabilities                         18,267          17,745
                                                -----------     -----------
Current Liabilities:                                                       
  Currently maturing long-term debt                  42,000          38,250
  Accounts payable:                                                        
    Associated companies                              7,366          13,851
    Other                                            25,762          24,674
  Customer deposits                                  18,291          18,214
  Accumulated deferred income taxes                  16,218           9,174
  Taxes accrued                                       8,138           5,554
  Interest accrued                                    2,194           5,111
  Dividends declared                                  5,600             482
  Other                                              14,282          13,863
                                                -----------     -----------
           Total                                    139,851         129,173
                                                -----------     -----------
Deferred Credits:                                                          
  Accumulated deferred income taxes                  77,517          81,654
  Accumulated deferred investment tax credits         8,459           8,618
  Other                                              25,473          31,967
                                                -----------     -----------
           Total                                    111,449         122,239
                                                -----------     -----------
Commitments and Contingencies (Notes 1 and 2)
                                                                           
           TOTAL                                $   608,379     $   596,206
                                                ===========     ===========
See Notes to Financial Statements.                                         
                                                                   

                                  
                    SYSTEM ENERGY RESOURCES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS


Net Income

      Net  income for the three months ended March 31, 1996, remained
relatively unchanged as compared to the same period for 1995.

      Significant  factors affecting the results  of  operations  and
causing variances between the three months ended March 31, 1996,  and
1995 are discussed under "Revenues" and "Expenses" below.

Revenues

     Operating revenues recover operating expenses, depreciation, and
capital  costs  attributable to Grand  Gulf  1.   Capital  costs  are
computed by allowing a return on System Energy's common equity  funds
allocable  to its net investment in Grand Gulf 1 and adding  to  such
amount System Energy's effective interest cost for its debt allocable
to its investment in Grand Gulf 1.

      Operating revenues were higher for the three months ended March
31,  1996, due primarily to increased depreciation, amortization, and
decommissioning expenses.  The increase was the result of an increase
in   decommissioning  costs  and  increased  depreciation  rates   as
reflected  in  the  1995  System Energy FERC  rate  increase  filing,
subject to refund.  See Note 2 for a discussion of the proposed  rate
increase.

Expenses

      Operating  expenses increased for the three months ended  March
31,  1996,  due  to  an increase in depreciation,  amortization,  and
decommissioning expenses and income tax expenses, partially offset by
a  decrease in nuclear refueling outage expenses and other  operation
and    maintenance   expenses.    Depreciation,   amortization,   and
decommissioning expenses increased for the three months  ended  March
31,  1996,  due to an increase in depreciation of electric  plant  in
service and decommissioning charges as discussed in "Revenues" above.
Total  income  taxes increased for the three months ended  March  31,
1996  as  a result of higher pre-tax income.  The decrease in nuclear
refueling  outage expense was attributed to the effect  of  refueling
outage  expenses incurred in the first quarter of 1995.  The decrease
in  other  operation  and  maintenance  expenses  is  due  to  timing
differences in construction expenditures.


                                  
                     SYSTEM ENERGY RESOURCES, INC.
                         STATEMENTS OF INCOME
          For the Three Months Ended March 31, 1996 and 1995
                             (Unaudited)
                                                            
                                                          
                                                             
                                                          1996          1995
                                                        -------       -------
                                                            (In Thousands)
                                                                                
Operating Revenues                                      $156,424       $151,664
                                                        --------       --------
Operating Expenses:                                                             
  Operation and maintenance:                                                    
    Fuel and fuel-related expenses                        12,840         12,335
    Nuclear refueling outage expenses                        308          2,281
    Other operation and maintenance                       21,433         25,099
  Depreciation, amortization, and decommissioning         31,999         25,398
  Taxes other than income taxes                            6,906          7,174
  Income taxes                                            20,692         19,305
                                                        --------       --------
        Total                                             94,178         91,592
                                                        --------       --------
Operating Income                                          62,246         60,072
                                                        --------       --------
Other Income (Deductions):                                                      
  Allowance for equity funds used                                              
   during construction                                       350            480
  Miscellaneous - net                                        839            725
  Income taxes                                              (315)           551
                                                        --------       --------
        Total                                                874          1,756
                                                        --------       --------
Interest Charges:                                                               
  Interest on long-term debt                              37,953         37,434
  Other interest - net                                     1,991          2,333
  Allowance for borrowed funds used                                             
   during construction                                      (354)          (504)
                                                        --------       --------
        Total                                             39,590         39,263
                                                        --------       --------
Net Income                                              $ 23,530       $ 22,565
                                                        ========       ========
See Notes to Financial Statements.                                              
                                                                        
                                                                          
                                                                                
                                                                                
                                  
                       SYSTEM ENERGY RESOURCES, INC.
                         STATEMENTS OF CASH FLOWS
            For the Three Months Ended March 31, 1996 and 1995
                                (Unaudited)
                                                             
                                                           
                                                              
                                                              1996         1995
                                                          --------     --------
                                                               (In Thousands)
Operating Activities:                                                          
  Net income                                               $23,530      $22,565
  Noncash items included in net income:                                        
    Depreciation, amortization, and decommissioning         31,999       25,398
    Deferred income taxes and investment tax credits        (8,897)      (5,501)
    Allowance for equity funds used during construction       (350)        (480)
  Changes in working capital:                                                  
    Receivables                                             (2,870)     (95,228)
    Accounts payable                                        17,326       39,786
    Taxes accrued                                           13,735       12,510
    Interest accrued                                       (10,825)      (2,660)
    Other working capital accounts                          (4,711)     (23,839)
  Decommissioning trust contributions                       (2,131)      (1,304)
  FERC Settlement - refund obligation                         (956)           -
  Provision for estimated losses and reserves               13,954            -
  Other                                                     (2,137)       2,574
                                                          --------     --------
      Net cash flow provided by (used in) operating         67,667      (26,179)
        activities
                                                          --------     --------
Investing Activities:                                                          
  Construction expenditures                                 (1,384)      (7,734)
  Allowance for equity funds used during construction          350          480
  Nuclear fuel purchases                                      (733)           -
                                                          --------     --------
    Net cash flow used in investing activities              (1,767)      (7,254)
                                                          --------     --------
Financing Activities:                                                          
  Proceeds from the issuance of long-term debt              89,192            -
  Retirement of long-term debt                             (92,700)           -
  Changes in short-term borrowings - net                    (2,990)           -
  Common stock dividends paid                              (23,300)           -
                                                          --------     --------
    Net cash flow used in financing activities             (29,798)           -
                                                          --------     --------
Net increase (decrease) in cash and cash equivalents        36,102      (33,433)
                                                                               
Cash and cash equivalents at beginning of period               240       89,703
                                                          --------     --------
Cash and cash equivalents at end of period                 $36,342      $56,270
                                                          ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                              
  Cash paid during the period for:                                             
    Interest - net of amount capitalized                   $48,911      $40,903
                                                                               
  Noncash investing and financing activities:                                  
    Capital lease obligation incurred                            -      $27,653
    Change in unrealized appreciation/depreciation of
    decommissioning trust assets                              $192       $1,685
                                                                               
See Notes to Financial Statements.                                             
                                                                       
                                                                         
                                  
                                  
                       SYSTEM ENERGY RESOURCES, INC.
                             BALANCE SHEETS
                  March 31, 1996 and December 31, 1995
                               (Unaudited)
                                                   
                                                 
                                                    
                                              1996            1995
                                           -----------     -----------
                                                  (In Thousands)
                ASSETS                                          
Utility Plant:                                                         
  Electric                                  $ 2,983,843     $ 2,977,303
  Electric plant under lease                    445,155         444,305
  Construction work in progress                  29,931          35,946
  Nuclear fuel under capital lease               62,033          71,374
                                            -----------     -----------
           Total                              3,520,962       3,528,928
                                                                       
  Less - accumulated depreciation and           890,222         861,752
    amortization
                                            -----------     -----------
           Utility plant - net                2,630,740       2,667,176
                                            -----------     -----------
Other Property and Investments:                                        
  Decommissioning trust fund                     43,770          40,927
                                            -----------     -----------
Current Assets:                                                        
  Cash and cash equivalents:                                           
    Cash                                            192             240
    Temporary cash investments - at cost,
      which approximates market:                                       
        Associated companies                     12,259               -
        Other                                    23,891               -
                                            -----------     -----------
           Total cash and cash equivalents       36,342             240
  Accounts receivable:                                                 
    Associated companies                         75,532          72,458
    Other                                         4,633           4,837
  Materials and supplies - at average cost       68,398          67,661
  Prepayments and other                          19,217          16,050
                                            -----------     -----------
           Total                                204,122         161,246
                                            -----------     -----------
Deferred Debits and Other Assets:                                      
  Regulatory assets:                                                   
    SFAS 109 regulatory asset-net               284,507         291,181
    Unamortized loss on reacquired debt          55,716          52,702
    Other regulatory assets                     203,053         203,731
  Other                                          14,388          14,049
                                            -----------     -----------
           Total                                557,664         561,663
                                            -----------     -----------
           TOTAL                            $ 3,436,296     $ 3,431,012
                                            ===========     ===========
See Notes to Financial Statements.                                     
                                                               
                                                                 



                                                                       
                      SYSTEM ENERGY RESOURCES, INC.                          
                             BALANCE SHEETS                                   
                  March 31, 1996 and December 31, 1995                        
                               (Unaudited)   
                                                                       
                                                        
                                                          
                                              1996            1995
                                           -----------     -----------
                                                  (In Thousands)
    CAPITALIZATION AND LIABILITIES                              
Capitalization:                                                        
  Common stock, no par value, authorized
    1,000,000 shares; issued and outstanding
    789,350 shares                          $   789,350     $   789,350
  Paid-in capital                                     -               7
  Retained earnings                              75,151          85,920
                                            -----------     -----------
     Total common shareholder's equity          864,501         875,277
  Long-term debt                              1,221,152       1,219,917
                                            -----------     -----------
           Total                              2,085,653       2,095,194
                                                                       
Other Noncurrent Liabilities:                                          
  Obligations under capital leases               34,033          44,107
  Other                                          31,767          16,068
                                            -----------     -----------
           Total                                 65,800          60,175
                                            -----------     -----------
Current Liabilities:                                                   
  Currently maturing long-term debt             250,000         250,000
  Notes payable-associated companies                  -           2,990
  Accounts payable:                                                    
    Associated companies                         16,033          17,458
    Other                                        37,814          19,063
  Taxes accrued                                  86,383          72,648
  Interest accrued                               25,918          36,743
  Dividends declared                             11,000               -
  Obligations under capital lease                28,000          28,000
  Other                                           3,404           4,211
                                            -----------     -----------
           Total                                458,552         431,113
                                            -----------     -----------
Deferred Credits:                                                      
  Accumulated deferred income taxes             586,471         602,182
  Accumulated deferred investment tax credits   106,250         107,119
  FERC Settlement - refund obligation            55,892          56,848
  Other                                          77,678          78,381
                                            -----------     -----------
           Total                                826,291         844,530
                                            -----------     -----------
Commitments and Contingencies (Notes 1 and 2)
                                                                       
           TOTAL                            $ 3,436,296     $ 3,431,012
                                            ===========     ===========
See Notes to Financial Statements.                                     
                                                               
                                                                 
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
                    NOTES TO FINANCIAL STATEMENTS
                             (Unaudited)

NOTE 1.  COMMITMENTS AND CONTINGENCIES

Cajun - River Bend  (Entergy Corporation and Entergy Gulf States)

      Entergy Gulf States has significant business relationships with
Cajun, including co-ownership of River Bend (operated by Entergy Gulf
States)  and  Big Cajun 2, Unit 3 (operated by Cajun).  Entergy  Gulf
States  and Cajun, respectively, own 70% and 30% undivided  interests
in  River  Bend and 42% and 58% undivided interests in Big  Cajun  2,
Unit 3.  These relationships have spawned a number of significant and
long-standing disputes and claims between the parties.  In  a  recent
development,  as more fully described below, a preliminary  agreement
setting  forth  terms for the resolution of such  disputes  has  been
reached by Entergy Gulf States, the Bankruptcy Trustee for Cajun, and
the Rural Utilities Service (RUS).

      In  June 1989, Cajun filed a civil action against Entergy  Gulf
States 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 (Operating Agreement) entered into on August
28,  1979  relating to River Bend.  The suit also  seeks  to  recover
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 their failure to get prior LPSC approval alleged  to
be  necessary.  Entergy Gulf States 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 began in April 1994 and was completed  in  March
1995.  On  October 24, 1995, the District Court issued  a  memorandum
opinion  ruling in favor of Entergy Gulf States.  The District  Court
found that Cajun had not proved that Entergy Gulf States fraudulently
induced  it to execute the Operating Agreement and that Cajun  failed
to  timely assert its claim.  A final judgment on this portion of the
suit will not be entered until all claims asserted by Cajun have been
heard.   The  trial of the second portion of the suit was  previously
scheduled to begin on July 2, 1996.  If the ultimate outcome of  this
litigation  requires Entergy Gulf States to pay substantial  damages,
it would probably be unable to make such payments and could be forced
to  seek relief from its creditors under the United States Bankruptcy
Code.

      Cajun  has not paid its full share of capital costs,  operating
and   maintenance   expenses,  and  other  costs  for   repairs   and
improvements  to  River Bend since 1992.  Cajun's unpaid  portion  of
River  Bend  operating  and maintenance expenses  (including  nuclear
fuel)  and  capital  costs for the first three  months  of  1996  was
approximately  $22.1 million.  The cumulative cost  to  Entergy  Gulf
States resulting from Cajun's failure to pay its full share of  River
Bend-related costs, reduced by the proceeds from the sale by  Entergy
Gulf  States of Cajun's share of River Bend power, and payments  into
the  registry of the District Court for Entergy Gulf States'  portion
of  expenses for Big Cajun 2, Unit 3, was $29.1 million as  of  March
31,  1996,  compared  with $31.1 million as  of  December  31,  1995.
Cajun's  unpaid portion of the River Bend related costs is  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 Entergy Gulf States, including  any  amounts
that  may be awarded in litigation.  Cajun continues to pay its share
of decommissioning costs for River Bend.

      See  Note  8  of Entergy's Form 10-K for additional information
regarding  the Cajun litigation, Cajun's December 21, 1994 bankruptcy
filing,  related filings, and the ongoing potential effects of  these
matters upon Entergy Gulf States.

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

      On March 8, 1996, Southwestern Electric Power Company (SWEPCO),
Entergy Gulf States, and certain member cooperatives of Cajun filed a
joint  proposal  to bring an end to the Cajun bankruptcy  proceeding.
The proposal was submitted in response to a bid procedure established
by  the  Cajun  bankruptcy  trustee. On April  22,  1996,  the  Cajun
bankruptcy trustee filed a plan of reorganization with the bankruptcy
court  based on the proposal of two non-affiliated companies to  take
over  the non-nuclear operations of Cajun.  The timing and completion
of  the reorganization plan depends on bankruptcy court approval  and
any required regulatory approvals.

      On  April  26, 1996, Entergy Gulf States, the Cajun  bankruptcy
trustee,  and the RUS, Cajun's largest creditor, agreed to terms  for
the settlement of all disputes between Cajun and Entergy Gulf States.
The terms include, but are not limited to, the following: (i) Cajuns'
interest  in  River Bend will be turned over to the RUS,  which  will
have the option to retain the interest, sell it to a third party,  or
transfer  it to Entergy Gulf States at no cost; (ii) Cajun  will  set
aside a total of $125 million for the decommissioning of its interest
in  River Bend; (iii) Cajun will transfer certain transmission assets
to  Entergy Gulf States; (iv) Cajun will settle transmission disputes
and   be   released  from  claims  for  payment  under   transmission
arrangements  with Entergy Gulf States as discussed under  "Cajun   -
Transmission  Service" below; and (v) all funds paid by Entergy  Gulf
States  into  the registry of the District Court will be returned  to
Entergy Gulf States.  The settlement is subject to approvals  by  the
RUS,  the Board of Directors of Entergy Corporation and Entergy  Gulf
States,   the  U.S.  Bankruptcy  Court,  and  appropriate  regulatory
agencies.

Cajun  - Transmission Service  (Entergy Corporation and Entergy  Gulf
States)

      Entergy  Gulf States and Cajun are parties to FERC  proceedings
relating  to  transmission service charge disputes.  See  Note  8  in
Entergy's  Form 10-K for additional information regarding these  FERC
proceedings, FERC orders issued as a result of such proceedings,  and
the potential effects of these proceedings upon Entergy Gulf States.

      Under Entergy Gulf States' interpretation of a 1992 FERC order,
as  modified  by FERC's August 3, 1995, and October 2,  1995  orders,
Cajun would owe Entergy Gulf States approximately $66.3 million as of
March 31, 1996. Entergy Gulf States further estimates that if it were
to  prevail in its May 1992 motion for rehearing and on certain other
issues decided adversely to Entergy Gulf States in the February 1995,
August  1995, and October 1995 FERC orders, which Entergy Gulf States
has  appealed,  Cajun  would  owe Entergy Gulf  States  approximately
$146.6 million as of March 31, 1996.  If Cajun were to prevail in its
May  1992  motion for rehearing to FERC, and if Entergy  Gulf  States
were not to prevail in its May 1992 motion for rehearing to FERC, and
if  Cajun were to prevail in appealing FERC's August and October 1995
orders,   Entergy   Gulf  States  estimates  it   would   owe   Cajun
approximately $99.5 million as of March 31, 1996.  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, Entergy Gulf States has continued to bill Cajun  utilizing
the   historical  billing  methodology  and  has  recorded  underpaid
transmission  charges, including interest, in the  amount  of  $138.9
million  as of March 31, 1996.  This amount is reflected in long-term
receivables  with  an offsetting reserve in other  deferred  credits.
Cajun's bankruptcy may affect Entergy Gulf States' collection of  the
above amounts.   FERC has determined that the collection of the  pre-
petition debt of Cajun is an issue properly decided in the bankruptcy
proceeding.   Refer to "Cajun - River Bend Litigation"  above  for  a
discussion of the potential settlement of the Cajun and Entergy  Gulf
States disputes.

Capital  Requirements  and Financing  (Entergy  Corporation,  Entergy
Arkansas,   Entergy   Gulf   States,   Entergy   Louisiana,   Entergy
Mississippi, Entergy New Orleans, and System Energy)

      See  Note  8  to  Entergy's Form 10-K for  information  on  the
operating  companies'  and System Energy's construction  expenditures
(excluding nuclear fuel) for the years 1996, 1997, and 1998, and long-
term  debt  and  preferred stock maturities  and  cash  sinking  fund
requirements for the period 1996-1998.

Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs
(Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System
Energy)

      See  Note  8 to Entergy's Form 10-K for information on  nuclear
liability,  property  and replacement power  insurance,  related  NRC
regulations,  the  disposal of spent nuclear fuel,  other  high-level
radioactive  waste,  and decommissioning costs associated  with  ANO,
River Bend, Waterford 3, and Grand Gulf 1.

      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
plants  in  the  financial  statements  of  electric  utilities.   In
response  to  these  questions,  the  FASB  has  been  reviewing  the
accounting  for  decommissioning and has expanded the  scope  of  its
review  to include liabilities related to the closure and removal  of
all long-lived assets.  An exposure draft of the proposed SFAS (which
is  proposed  to  be effective in 1997) was issued in February  1996.
The  proposed  SFAS  would require measurement of the  liability  for
closure  and removal of long-lived assets (including decommissioning)
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.   It  also  would  require  that  changes   in   the
decommissioning/closure  cost liability  resulting  from  changes  in
assumptions  should be recognized with a corresponding adjustment  to
the  plant  asset, and depreciation should be revised  prospectively.
The  proposed  SFAS  states  that  the  initial  recognition  of  the
decommissioning/closure cost liability would result in an asset  that
should   be  presented  with  other  plant  costs  on  the  financial
statements  because  the  cost of decommissioning/closing  the  plant
would be recognized as part of the total cost of the plant asset.  In
addition  there  would  be  a  regulatory  asset  recognized  on  the
financial     statements     to    the     extent     the     initial
decommissioning/closure liability has increased due to the passage of
time, and such costs are probable of future recovery.

      If  current electric utility industry accounting practices with
respect  to  nuclear  decommissioning and  other  closure  costs  are
changed,  annual  provisions  for  such  costs  could  increase,  the
estimated  cost for decommissioning/closure 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 Entergy Arkansas)

      See Note 8 to Entergy's Form 10-K for information on cracks  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,
including  the most recent refueling outage in October  1995.  During
the  October  1995 inspection, additional cracks in  the  tubes  were
discovered.   ANO  2's output has been reduced 23  megawatts  due  to
steam  generator  fouling  and  tube  plugging.   The  unit  may   be
approaching the current limit for the number of steam generator tubes
that  can  be plugged with the unit in operation.  If the established
limit  is reached, Entergy Operations could be required during future
outages  to insert sleeves in some of the steam generator tubes  that
were  previously plugged.  Entergy Operations is in  the  process  of
gathering information and assessing various options for the repair or
the  replacement  of  ANO  2's steam generators.   Certain  of  these
options   could,   in   the  future,  require   significant   capital
expenditures and result in additional outages.  However,  a  decision
as  to  the repair or replacement of ANO 2's steam generators is  not
expected  prior to 1997.  Entergy Operations periodically meets  with
the NRC to discuss the results of inspections of the generator tubes,
as well as the timing of future inspections.

Environmental Issues

(Entergy Arkansas)

     In May 1995, Entergy Arkansas was named as a defendant in a suit
by  Reynolds Metals Company (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 clean-up the site, and  that  the  site  was
contaminated   with  polychlorinated  biphenyls  for  which   Entergy
Arkansas  bears some responsibility.  Entergy Arkansas,  voluntarily,
at its expense, 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 is  contesting  the  lawsuit.
Regardless  of the outcome, Entergy Arkansas not believe this  matter
would have a materially adverse effect on its financial condition  or
results of operations.  See "Environmental Regulation" in Item  1  of
Part  I  of  Entergy's Form 10-K for information  on  polychlorinated
biphenyls contamination at former Reynolds plant sites in Arkansas to
which Entergy Arkansas had supplied power.

(Entergy Gulf States)

     Entergy  Gulf  States  has  been  designated  as  a  potentially
responsible  party  for  the  clean-up  of  certain  hazardous  waste
disposal sites. Entergy Gulf States is currently negotiating with the
EPA  and state authorities regarding the clean-up of certain of these
sites.

    Through  March  31, 1996, $7.9 million has been expended  on  the
clean-up.   As  of March 31, 1996, a remaining recorded liability  of
$21.7  million existed relating to the clean-up of the sites at which
Entergy  Gulf  States  has been designated a potentially  responsible
party.   See  Note 8 to Entergy's Form 10-K for additional discussion
of  the  sites  where Entergy Gulf States has been  designated  as  a
potentially responsible party by the EPA and related litigation.

(Entergy Louisiana)

      During  1993, the Louisiana Department of Environmental Quality
issued new rules for solid waste regulation, including regulation  of
waste  water  impoundments.  Entergy Louisiana  has  determined  that
certain of its power plant waste water impoundments were affected  by
these  regulations and chose to upgrade or close them.   A  remaining
recorded  liability in the amount of $10.2 million existed  at  March
31,  1996,  for waste water upgrades and closures to be completed  by
the  end  of 1996.  Cumulative expenditures relating to the  upgrades
and  closures  of waste water impoundments were $6.3  million  as  of
March  31,  1996.  See Note 8 to Entergy's Form 10-K  for  additional
discussion  of  Entergy Louisiana's waste water impoundment  upgrades
and closures.

Waterford 3 Lease Obligations  (Entergy Louisiana)

      On  September  28, 1989, Entergy Louisiana entered  into  three
transactions  for  the  sale  and leaseback  of  undivided  interests
(aggregating approximately 9.3%) in Waterford 3.  Upon the occurrence
of  certain events, Entergy Louisiana may be obligated to pay amounts
sufficient  to  permit the Owner Participants to  withdraw  from  the
lease  transactions, and Entergy Louisiana 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.  See
Note 9 to Entergy's Form 10-K for further information.

Reimbursement Agreement  (System Energy)

      Under  a  bank  letter  of credit and reimbursement  agreement,
System  Energy  has agreed to a number of covenants relating  to  the
maintenance  of  certain  capitalization and  fixed  charge  coverage
ratios.   System Energy agreed, during the term of the agreement,  to
maintain   its   equity  at  not  less  than  33%  of  its   adjusted
capitalization  (defined in the agreement to include certain  amounts
not included in capitalization for financial statement purposes).  In
addition,  System Energy must maintain, with respect to  each  fiscal
quarter  during  the term of the agreement, a ratio of  adjusted  net
income to interest expense (calculated, in each case, as specified in
the  agreement)  of  at least 1.60 times earnings.   See  Note  8  to
Entergy's Form 10-K for further information.

NOTE 2.  RATE AND REGULATORY MATTERS

River Bend  (Entergy Corporation and Entergy Gulf States)

      In  May  1988, the PUCT granted Entergy Gulf States 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 (Abeyed Deferrals).

      As  discussed in Note 2 to Entergy's Form 10-K, various appeals
of  the  PUCT's  order  have been filed (Rate Appeal).  Entergy  Gulf
States  filed an appeal with the Texas Supreme Court and, on February
9,  1996,  the  Texas Supreme Court agreed to hear the appeal.   Oral
arguments  were held on March 19, 1996.  The timing of a decision  by
the Texas Supreme Court is not certain.

      As of March 31, 1996, the River Bend plant costs disallowed for
retail  ratemaking purposes in Texas and the River Bend  plant  costs
held   in   abeyance   totaled  (net  of  taxes   and   depreciation)
approximately  $12  million and $274 million, respectively.   Allowed
Deferrals   were  approximately  $81  million,  net  of   taxes   and
amortization, as of March 31, 1996. Entergy Gulf States estimates  it
has  collected approximately $188 million of revenues as of March 31,
1996,  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 thereon could be lost, and  no
assurance  can be given as to whether or not refunds to customers  of
revenue received based upon such deferred costs would be required.

      During the first quarter of 1996, Entergy Gulf States wrote off
Abeyed  Deferrals of $169 million in accordance with SFAS 121,  which
became  effective January 1, 1996, but it has made no  write-offs  or
reserves for the River Bend plant-related costs.  A general remand by
the  Texas Supreme Court in the Rate Appeal would enable Entergy Gulf
States  to  seek recovery of the Abeyed Deferrals.  Based  on  advice
from  Clark,  Thomas  &  Winters, A Professional  Corporation,  legal
counsel of record in the Rate Appeal, management believes that it  is
reasonably possible that the case will be remanded to the  PUCT,  and
that  the PUCT will be allowed to rule on the prudence of the  abeyed
River  Bend plant costs. Management and legal counsel are  unable  to
predict the amount, if any, of abeyed and previously disallowed River
Bend plant costs that ultimately might be disallowed by the PUCT.  As
of March 31, 1996, a net of tax write-off of up to $286 million could
be  required if the PUCT ultimately issues an adverse ruling  on  the
abeyed and disallowed plant costs.

      The following factors support management's position that a loss
contingency  requiring accrual has not occurred, and its belief  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. Analysis  by Sandlin Associates, 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 Entergy Gulf States' internal legal  staff,
        which   has  considerable  experience  in  Texas  rate   case
        litigation.

      Additionally, based on advice from Clark, Thomas &  Winters,  A
Professional Corporation, legal counsel of record in the Rate Appeal,
management  believes that it is reasonably possible that the  Allowed
Deferrals  will  continue to be recovered in rates, and  that  it  is
reasonably  possible that the Abeyed Deferrals will be  recovered  in
rates  to the extent that the $1.4 billion of abeyed River Bend plant
is recovered.


Filings with the LPSC

(Entergy Corporation and Entergy Gulf States)

      See  Note 2 in Entergy's Form 10-K for a discussion of  Entergy
Gulf States' required earnings analysis filing with the LPSC for  the
test  year  preceding  the  Merger (1993). Entergy  Gulf  States  has
appealed  to the Louisiana Supreme Court the 1994 LPSC order  for  an
annual  rate  reduction  of $12.7 million.  During  the  appeal,  the
preliminary injunction Entergy Gulf States received from the District
Court,  relating to the $8.3 million earnings effect of a 1994 change
in accounting for unbilled revenues, will remain in effect.

      On  May  31, 1995, Entergy Gulf States filed its first required
post-Merger earnings analysis with the LPSC.  Hearings on this review
were held in December 1995 and a decision is expected in mid-1996.

(Entergy Corporation and Entergy Louisiana)

      See  Note 2 in Entergy's Form 10-K for a discussion of  Entergy
Louisiana's performance-based formula rate plan approved  in  a  June
1995  LPSC rate order, Entergy Louisiana's subsequent appeal  of  the
LPSC's order, and the final settlement of this appeal.  On April  15,
1996, as required by the performance-based formula rate plan, Entergy
Louisiana  made  its annual earnings filing for the 1995  test  year.
The filing indicates a required rate reduction due to overearnings in
1995.   In  addition,  rates  will be reduced  as  a  result  of  the
expiration  of the Waterford 3 phase-in-plan discussed below.   These
rate  reductions  will  be largely offset  by  the  recovery  of  the
Waterford  3 property tax.  Hearings on these issues are expected  to
begin in June 1996.

      The  property tax exemption for Waterford 3 ended  in  December
1995  and Entergy Louisiana will be required to pay $20.8 million  in
property  taxes to St. Charles Parish for the 1996 tax  year.   In  a
March  1996 LPSC order, Entergy Louisiana was permitted to defer  the
rate recovery of these taxes for the period January 1996 through June
1996.  The order allows for the recovery of the property tax and also
for  the  recovery, from July 1996 through June 1997, of the  related
deferral.   In   addition,  Entergy  Louisiana's  phase-in-plan   for
Waterford  3  will  expire in November 1996.  Entergy  Louisiana  was
recovering deferred costs annually of approximately $28.4 million.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

     On March 15, 1996, Entergy Mississippi filed its annual earnings
review with the MPSC under its formula rate plan.  On April 18, 1996,
the  MPSC  issued an order approving and adopting a joint stipulation
and  placing  the  prospective rate reduction of  $5.9  million  into
effect on May 1, 1996.

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

      Pursuant  to the 1994 NOPSI Settlement, Entergy New Orleans  is
required  to make earnings filings with the Council for the 1995  and
1996  rate years.  A review of Entergy New Orleans' earnings for  the
test year ending September 30, 1995, required Entergy New Orleans  to
credit  customers $6.2 million over a 12-month period which began  in
March  1996.   Hearings before the Council on the reasonableness  and
prudence  of  Entergy  New Orleans' deferred  Least  Cost  Integrated
Resource Planning expenses for cost recovery purposes were previously
scheduled for April 1996, but have been delayed.

Proposed Rate Increase

(System Energy)

      System  Energy filed an application with FERC on May 12,  1995,
for  a  $65.5  million rate increase.  The request seeks  changes  to
System  Energy's rate schedule, including increases  in  the  revenue
requirement  associated with decommissioning costs, the  depreciation
rate, and the rate of return on common equity.  On December 12, 1995,
System  Energy implemented a $65.5 million rate increase, subject  to
refund.   Hearings on System Energy's request  began in January  1996
and  were completed in February 1996.  The ALJ's initial decision  is
expected in the latter part of 1996.

(Entergy Mississippi)

      Entergy Mississippi's allocation of the proposed System  Energy
wholesale  rate  increase is $21.6 million.  In  July  1995,  Entergy
Mississippi  filed  a schedule with the MPSC that defers  the  retail
recovery  of  the  System Energy rate increase.  The  deferral  plan,
which was approved by the MPSC, began in December 1995, the effective
date  of  the  System Energy rate increase, and will  end  after  the
issuance of a final order by FERC.  The deferred rate increase is  to
be amortized over 48 months beginning October 1998.

(Entergy New Orleans)

      Entergy  New Orleans' allocation of the proposed System  Energy
wholesale rate increase is $11.1 million.  In February 1996,  Entergy
New Orleans filed a plan with the City to defer 50% of the amount  of
the System Energy rate increase.  The deferral began in February 1996
and will end after the issuance of a final order by FERC.

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

      See  Note  2  to Entergy's Form 10-K, for a discussion  of  the
LPSC's  review  of  Entergy Gulf States' fuel costs  for  the  period
October   1988  through  September  1991  and  Entergy  Gulf  States'
subsequent appeal of $13.9 million of  fuel costs disallowed  by  the
LPSC.

      The LPSC is currently conducting the second phase of its review
of  Entergy  Gulf  States'  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 fuel costs.
Hearings began in December 1995 and were completed in March 1996.   A
decision is expected in the second quarter of 1996.


NOTE 3.  COMMON STOCK (Entergy Corporation)

      During  the  first quarter of 1996, Entergy Corporation  issued
267,679  shares of its previously repurchased common stock,  reducing
the   amount  held  as  treasury  stock  by  $7.7  million.   Entergy
Corporation  issued  these shares to meet  the  requirements  of  its
various stock plans.


NOTE 4.  LONG-TERM DEBT

(Entergy Corporation)

      An Entergy subsidiary signed an agreement with several banks on
January  5,  1996,  to  obtain a revolving  credit  facility  in  the
aggregate amount of $1.2 billion Australian dollars ($870 million  US
dollars)  for the acquisition of CitiPower.  The facility  was  drawn
down  on that same date, bears interest at an average rate of  8.18%,
is non-recourse to Entergy, and matures on June 30, 2000.  As part of
the  CitiPower  acquisition,  a  bank  letter  of  credit  and  other 
agreements  were secured by  Entergy Corporation totaling $79 million 
as of March 31, 1996.

(Entergy Arkansas)

      On  April 26, 1996, Entergy Arkansas redeemed, prior  to  their
maturities, $23.8 million of its 10.375% Series First Mortgage  Bonds
due October 1, 2020 (all of the outstanding bonds of such series) and
$58.4  million of its 10.00% Series First Mortgage Bonds due February
1,  2020, in each case at a price of 100% of their principal amounts,
using  funds  deposited  with the mortgage trustee  pursuant  to  the
annual maintenance and replacement fund requirement as provided under
Entergy Arkansas' mortgage.

(Entergy Louisiana)

     On April 26, 1996, Entergy Louisiana redeemed, in full, prior to
its  maturity, $95 million of its 10.125% Series First Mortgage Bonds
due  April 1, 2020 at a price of 100% of its principal amount,  using
funds  deposited  with the mortgage trustee pursuant  to  the  annual
replacement  fund  requirement as provided under Entergy  Louisiana's
mortgage.

(Entergy New Orleans)

      On  May  1, 1996, Entergy New Orleans retired, at 100%  of  the
principal amount thereof, $30 million of its 10.95% Series General  &
Refunding Mortgage Bonds due May 1, 1997, $15 million of which was  a
scheduled sinking fund requirement.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

      On  March  24, 1996, Entergy Corporation's Board  of  Directors
declared  a  common stock dividend of 45 cents per share  payable  on
June 1, 1996, to holders of record on May 10, 1996.


NOTE   6.     RESTRUCTURING  COSTS   (Entergy  Corporation,   Entergy
Arkansas,   Entergy   Gulf   States,   Entergy   Louisiana,   Entergy
Mississippi, and Entergy New Orleans)

      In  1994  and  1995  Entergy implemented various  restructuring
programs  to  reduce the number of employees and consolidate  offices
and  facilities.   The  programs were designed to  reduce  costs  and
improve operating efficiencies in order to enable Entergy to become a
low-cost  producer.  The balances as of December 31, 1995, and  March
31,   1996,  for  restructuring  liabilities  associated  with  these
programs are shown below by company along with the actual termination
benefits paid under the programs.


                                                   
             Restructuring                                Restructuring
            Liability as of    Adjustments    Payments    Liability as of
              December 31,       Made in      Made in        March 31,
Company           1995            1996          1996            1996
                                     (In Millions)
                                                                              
AP&L               $8.3             -          ($3.4)          $4.9
GSU                 5.4             -           (2.4)           3.0
LP&L                2.2             -           (1.2)           1.0
MP&L                2.5           (0.4)         (0.5)           1.6
NOPSI               0.6             -           (0.3)           0.3
Other               5.2            0.4          (1.2)           4.4
                 ------           ----         -----          -----
                                                                                
Total            $ 24.2             -          ($9.0)         $15.2
                 ======           ====         =====          =====


     The restructuring charges shown above primarily include employee
severance  costs related to the expected termination of approximately
2,750  employees  in  various groups.  As of March  31,  1996,  2,350
employees had either been terminated or accepted voluntary separation
packages under the restructuring plan.


NOTE 7.  ACCOUNTING ISSUES

   New Accounting Standard - In March 1995, the FASB issued SFAS 121,
"Accounting  for the Impairment of Long-Lived Assets  and  for  Long-
Lived  Assets to Be Disposed Of", which became effective  January  1,
1996.   This  statement describes circumstances which may  result  in
assets  being  impaired,  in  addition  to  providing  criteria   for
recognition  and  measurement  of asset  impairment.   In  the  first
quarter  of  1996,  Entergy Gulf States' regulatory  assets  of  $169
million  (net  of  tax) related to Texas retail deferred  River  Bend
operating  and carrying costs and $5 million (net of tax) related  to
Louisiana retail deferred River Bend operating costs were written off
under the provisions of SFAS 121.  See Note 1 to Entergy's Form  10-K
for   additional  details  regarding  other  assets  and   operations
potentially  impacted in the future by the requirements of  SFAS  121
and   the  process  for  periodically  reviewing  those  assets   and
operations for impairment.


NOTE   8.    ENTERGY   CORPORATION-CITIPOWER   ACQUISITION   (Entergy
Corporation)

       On   January  5,  1996,  Entergy  Corporation  finalized   its
acquisition  of  CitiPower, an electric distribution company  serving
Melbourne, Australia, and surrounding suburbs.  The purchase price of
CitiPower  was  approximately $1.2 billion,  of  which  $294  million
represented  an  equity investment by Entergy  Corporation,  and  the
remainder represented debt.  Entergy Corporation funded the  majority
of  the equity portion of the investment by using $230 million of its
$300 million bank revolving credit facility.

     CitiPower is one of five electric distribution businesses in the
state  of  Victoria.   CitiPower's  distribution  area  accounts  for
approximately ten percent of Victoria's population.  For  the  fiscal
year  ended  June  30,  1995,  CitiPower supplied  approximately  4.4
million   MWh   of  electricity  to  over  230,000  customer   sites.
Approximately  36,000,  or  16%,  of  these  sites  were   commercial
customers.

      In accordance with the purchase method of accounting, the three
month  results of operations for Entergy Corporation reported in  its
Statements  of  Consolidated Income and Cash  Flows  do  not  reflect
CitiPower's results of operations for any period prior to January  5,
1996.   If  the acquisition had occurred on January 1, 1995,  Entergy
Corporation's   operating   revenues   would   have   increased    by
approximately $100 million for the first quarter,  but the effects on
the  overall  results of operations would have been immaterial.  This 
pro forma information is not necessarily indicative of the results of
operations  that  would  have  occurred  had  the   acquisition  been
consummated for the period for which it is being given effect.

     CitiPower's results of operations for the period from January 5,
1996,  through  March 31, 1996, are included in Entergy Corporation's
Consolidated Financial Statements and is stated separately below:

                           Period from January 5, 1996
                                to March 31, 1996
                                  (In Thousands)
                                                      
Operating revenues               $      91,636
                          
Operating expenses               $      73,630
                          
Interest charges                 $      17,753
                          
Net income                       $         253
                          

              _________________________________________

     In the opinion of Entergy Corporation, Entergy Arkansas, Entergy
Gulf  States,  Entergy  Louisiana, Entergy Mississippi,  Entergy  New
Orleans,  and  System  Energy, the accompanying  unaudited  condensed
financial statements contain all adjustments (consisting primarily of
normal  recurring  accruals  and  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  Entergy  Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans 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
                     PART II. OTHER INFORMATION
                                  
                                  
Item 1.  Legal Proceedings

Merger-Related  Proceedings  (Entergy Corporation  and  Entergy  Gulf
States)

      See  "Nuclear Operations" in Item 1 of Part I of Entergy's Form
10-K  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 license amendments  issued
by  the  NRC for River Bend.  In March 1996, the ASLB, responding  to
Cajun's request, dismissed the pending proceedings without prejudice.

Cajun - River Bend  (Entergy Corporation and Entergy Gulf States)

     See Note 8 of Entergy's Form 10-K and Note 1 for a discussion of
the Cajun litigation and bankruptcy proceedings.

        On  March  8, 1996, SWEPCO, Entergy Gulf States, and  certain
member  cooperatives of Cajun submitted a joint proposal to bring  an
end  to  the Cajun bankruptcy proceeding.  The proposal was  made  in
response  to  a  bid  procedure established by the  Cajun  bankruptcy
trustee. On April 22, 1996, the Cajun bankruptcy trustee filed a plan
of  reorganization with the bankruptcy court based on a  proposal  by
two  non-affiliated companies to take over the non-nuclear operations
of Cajun.  On April 19, 1996, SWEPCO, Entergy Gulf States and certain
Cajun  member  cooperatives filed a separate plan  of  reorganization
with  the  court based upon their earlier proposal.  The  timing  and
completion  of  the reorganization plan depends on  bankruptcy  court
approval and any required regulatory approvals.

      On  April  26, 1996, Entergy Gulf States, the Cajun  bankruptcy
trustee,  and  the  Rural  Utilities Service (RUS),  Cajun's  largest
creditor, agreed to terms for the settlement of all disputes  between
Cajun  and  Entergy  Gulf States.  The terms  include,  but  are  not
limited to, the following: (i) Cajuns' interest in River Bend will be
turned  over  to the RUS, which will have the option  to  retain  the
interest,  sell it to a third party, or transfer it to  Entergy  Gulf
States;  (ii)  Cajun will set aside a total of $125 million  for  the
decommissioning  of  its  interest in River Bend;  (iii)  Cajun  will
transfer  certain  transmission assets to Entergy Gulf  States;  (iv)
Cajun  will settle transmission disputes and be released from  claims
for payment under transmission arrangements with Entergy Gulf States;
and  (v) all funds paid by Entergy Gulf  States into the registry  of
the  District  Court will be returned to Entergy  Gulf  States.   The
settlement is subject to further approvals by the RUS, the  Board  of
Directors  of  Entergy  Corporation, the U.S. Bankruptcy  Court,  and
appropriate regulatory agencies.

Panda Energy Corporation Complaint (Entergy Corporation)

      See  "Other Regulation and Litigation" in Item 1 of Part  I  of
Entergy's  Form  10-K  for  information relating  to  the  litigation
brought   by   Panda  Energy  Corporation  (Panda)   naming   Entergy
Corporation, Entergy Enterprises, Entergy Power, Entergy Power  Asia,
Ltd., and Entergy Power Development Corporation as defendants.  Panda
was  seeking  damages of $4.8 billion.  Entergy  believes  that  this
litigation is unfounded, but entered into arrangements on  April  30,
1996,  to  settle  the  matter  for $350,000.   Yet,  the  settlement
provided that it may be revoked by Entergy if the court rules in  the
case.  On the same day, the judge advised that he would grant summary
judgment  for  the defendants, because he does not believe  that  the
plaintiff has sustained any provable damages.  Entergy will  consider
whether to revoke the settlement in this case in light of the judge's
determination.

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

Amended and Restated Articles of Incorporation  (Entergy Corporation,
Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  Entergy
Mississippi, and Entergy New Orleans)

      A  consent  in lieu of a special meeting of common stockholders
was executed on April 22, 1996.  The consent was signed on behalf  of
Entergy Corporation, the holder of all issued and outstanding  shares
of  Entergy  Arkansas',  Entergy Gulf States',  Entergy  Louisiana's,
Entergy  Mississippi's, and Entergy New Orleans' common  stock.   The
common  stockholder by such consent, approved the  amendment  of  its
Amended and Restated Articles of Incorporation to change the name  of
Arkansas  Power & Light to Entergy Arkansas, Inc., the name  of  Gulf
States  Utilities Company to Entergy Gulf States, Inc., the  name  of
Louisiana  Power  &  Light to Entergy Louisiana, Inc.,  the  name  of
Mississippi Power & Light to Entergy Mississippi, Inc., and the  name
of New Orleans Public Service, Inc. to Entergy New Orleans, Inc.

Item 5.  Other Information

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

     The 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:



                                                          
                         Ratios of Earnings to Fixed Charges              
                                 Twelve Months Ended                      
                                     December 31,                          March 31,
                        ------------------------------------------------   ---------
                        1991       1992       1993       1994      1995      1996
                       ------     ------     ------     ------    ------    ------
                                                                            
 Entergy Arkansas       2.25     2.28      3.11(c)     2.32       2.56      2.70
 Entergy Gulf States    1.56     1.72      1.54         .36(d)    1.86      1.11
 Entergy Louisiana      2.40     2.79      3.06        2.91       3.18      3.26
 Entergy Mississippi    2.36     2.37      3.79(c)     2.12       2.92      3.07
 Entergy New Orleans    5.66(b)  2.66      4.68(c)     1.91       3.93      4.18
 System Energy          1.74     2.04      1.87        1.23       2.07      2.08
                                                                            




                                                            
                        Ratios of Earnings to Combined Fixed Charges and          
                                       Preferred Dividends
                                       Twelve Months Ended                        
                                          December 31,                        March 31,
                      ----------------------------------------------------    ---------
                        1991      1992      1993        1994         1995      1996
                      -------    ------    ------      -------      ------    ------
                                                                              
 Entergy Arkansas     1.87       1.86      2.54(c)     1.97         2.12      2.23
 Entergy Gulf States  1.19       1.37      1.21         .29(d)      1.54      0.92(d)
   (a)
 Entergy Louisiana    1.95       2.18      2.39        2.43         2.60      2.66
 Entergy Mississippi  1.94       1.97      3.08(c)     1.81         2.51      2.64
 Entergy New Orleans  4.97(b)    2.36      4.12(c)     1.73         3.56      3.80
 
 
 
  (a)       "Preferred  Dividends" in the case  of  Entergy  Gulf
            States also include dividends on preference stock.
            
  (b)       Earnings  for  the  year  ended  December  31,  1991,
            include  the  $90 million effect of  the  1991  NOPSI
            Settlement.
            
  (c)       Earnings  for  the  year  ended  December  31,  1993,
            include  $81  million, $52 million, and  $18  million
            for   Entergy  Arkansas,  Entergy  Mississippi,   and
            Entergy  New  Orleans, respectively, related  to  the
            change  in  accounting principle to provide  for  the
            accrual of estimated unbilled revenues.
            
  (d)       Earnings  for the year ended December 31,  1994,  for
            Entergy Gulf States were not adequate to cover  fixed
            charges  by  $144.8 million. Earnings for  the  years
            ended  December  31, 1994, and March  31,  1996,  for
            Entergy  Gulf  States  were  not  adequate  to  cover
            combined  fixed  charges and preferred  dividends  by
            $197.1 million and $22.0 million, respectively.
            

Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

   3(a) -   Amended  and  Restated Articles  of  Incorporation  of
            Entergy Arkansas and amendments thereto through  April
            22, 1996,
            
   3(b) -   Restated  Articles of Incorporation  of  Entergy  Gulf
            States and amendments thereto through April 22, 1996.
            
   3(c) -   Restated   Articles   of  Incorporation   of   Entergy
            Louisiana  and  amendments thereto through  April  22,
            1996.
            
   3(d) -   Restated   Articles   of  Incorporation   of   Entergy
            Mississippi and amendments thereto through  April  22,
            1996.
            
   3(e) -   Restatement  of Articles of Incorporation  of  Entergy
            New  Orleans and amendments thereto through April  22,
            1996.
            
** 4(a) -   Amended and Restated Installment Sale Agreement, dated
            as  of  February 15, 1996, between System  Energy  and
            Claiborne County, Mississippi (filed as Exhibit B-6(a)
            to Rule 24 Certificate dated March 4, 1996 in File No.
            70-8511).
            
** 4(b) -   Sixth  Supplemental Indenture, dated as  of  March  1,
            1996,  to  Entergy New Orleans' Mortgage and  Deed  of
            Trust, dated as of May 1, 1987 (filed as Exhibit  4(a)
            to Form 8-K dated March 22, 1996 in File No. 0-5807).
            
** 4(c) -   Fifty-third Supplemental Indenture, dated as of  March
            1,  1996,  to Entergy Arkansas' Mortgage and  Deed  of
            Trust, dated as of October 1, 1944 (filed as Exhibit C-
            2 to Form U5S for the year ended December 31, 1995).
            
** 4(d) -   Fifty-first Supplemental Indenture, dated as of  March
            1,  1996, to Entergy Louisiana's Mortgage and Deed  of
            Trust, dated as of April 1, 1944 (filed as Exhibit  A-
            2(a)  to  Rule 24 Certificate dated April 4,  1996  in
            File No. 70-8487).
            
** 4(e) -   Share  Sale Agreement (Revised) of December 12,  1995,
            relating  to  acquisition of CitiPower Limited,  among
            State Electricity Commission of Victoria, the State of
            Victoria,  Entergy  Victoria  LDC,  Entergy   Victoria
            Holding  LDC and Entergy Corporation (filed as Exhibit
            C-1(o)  to  Form U5S for the year ended  December  31,
            1995 pursuant to Rule 104).
            
** 4(f) -   Multi-Option Syndicated Facility Agreement,  dated  as
            of   January  5,  1996,  among  CitiPower  Limited  as
            Borrower,  Commonwealth Bank of Australia as  Facility
            Agent,  Bank  of America N.T. & S.A. as Arranger,  and
            Commonwealth  Bank  of Australia as  Security  Trustee
            (filed  as  Exhibit C-1(p) to Form U5S  for  the  year
            ended December 31, 1995).
            
** 4(g) -   Undertaking Agreement, dated as of March 7,  1996,  of
            Entergy  Corporation to Commonwealth Bank of Australia
            as  Facility-Agent, of CitiPower Limited's obligations
            up  to  maximum  of $7,367,000 under the  Multi-Option
            Syndicated Facility Agreement (filed as Exhibit C-1(q)
            to Form U5S for the year ended December 31, 1995).
            
   23(a) -  Consent  of  Clark, Thomas & Winters  (A  Professional
            Corporation).
            
   23(b) -  Consent of Sandlin Associates.
            
   27(a) -  Financial  Data  Schedule for Entergy Corporation  and
            Subsidiaries as of March 31, 1996.
            
   27(b) -  Financial  Data  Schedule for Entergy Arkansas  as  of
            March 31, 1996.
            
   27(c) -  Financial Data Schedule for Entergy Gulf States as  of
            March 31, 1996.
            
   27(d) -  Financial  Data Schedule for Entergy Louisiana  as  of
            March 31, 1996.
            
   27(e) -  Financial Data Schedule for Entergy Mississippi as  of
            March 31, 1996.
            
   27(f) -  Financial Data Schedule for Entergy New Orleans as  of
            March 31, 1996.
            
   27(g) -  Financial Data Schedule for System Energy as of  March
            31, 1996.
            
   99(a) -  Entergy Arkansas' Computation of Ratios of Earnings to
            Fixed  Charges  and  of  Earnings  to  Combined  Fixed
            Charges and Preferred Dividends, as defined.
            
   99(b) -  Entergy Gulf States' Computation of Ratios of Earnings
            to  Fixed  Charges and of Earnings to  Combined  Fixed
            Charges and Preferred Dividends, as defined.
            
   99(c) -  Entergy  Louisiana's Computation of Ratios of Earnings
            to  Fixed  Charges and of Earnings to  Combined  Fixed
            Charges and Preferred Dividends, as defined.
            
   99(d) -  Entergy   Mississippi's  Computation  of   Ratios   of
            Earnings  to Fixed Charges and of Earnings to Combined
            Fixed Charges and Preferred Dividends, as defined.
            
   99(e) -  Entergy New Orleans' Computation of Ratios of Earnings
            to  Fixed  Charges and of Earnings to  Combined  Fixed
            Charges and Preferred Dividends, as defined.
            
   99(f) -  System  Energy's Computation of Ratios of Earnings  to
            Fixed Charges, as defined.
            
** 99(g) -  Annual  Reports  on Form 10-K of Entergy  Corporation,
            Entergy   Arkansas,  Entergy  Gulf   States,   Entergy
            Louisiana,  Entergy Mississippi, Entergy New  Orleans,
            and  System Energy for the fiscal year ended  December
            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(h) -  Opinion  of  Clark, Thomas & Winters,  a  professional
            corporation,  dated September 30, 1992  regarding  the
            effect of the October 1, 1991 judgment in Entergy Gulf
            States v. PUCT in the District Court of Travis County,
            Texas (99-1 in Registration No. 33-48889).
            
** 99(i) -  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(j) -  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  March
     31,  1996, 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 March 31, 1996.
           
**   Incorporated herein by reference as indicated.
           
     (b)   Reports on Form 8-K
           
     Entergy New Orleans
           
           A  current report on Form 8-K, dated March 20,  1996,
           was  filed  with the SEC on March 22, 1996, reporting
           information under Item 5. "Other Events."
           
     Entergy and Entergy Gulf States
           
           A  current report on Form 8-K, dated March 22,  1996,
           was  filed  with the SEC on March 22, 1996, reporting
           information under Item 5. "Other Events."
           
     Entergy and Entergy Gulf States
           
           A  current report on Form 8-K, dated April 19,  1996,
           was  filed  with the SEC on April 22, 1996, reporting
           information under Item 5. "Other Events." and Item 7.
           "Financial Statements and Exhibits."
           
     Entergy and Entergy Gulf States
           
           A  current report on Form 8-K, dated April 29,  1996,
           was  filed  with the SEC on April 30, 1996, reporting
           information under Item 5. "Other Events."
           
           
           

                                  
                                  
                               EXPERTS


      The  statements  attributed  to  Clark,  Thomas  &  Winters,  A
Professional  Corporation, as to legal conclusions  with  respect  to
Entergy  Gulf States' 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 Entergy Gulf States  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
                         ENTERGY ARKANSAS, INC.
                         ENTERGY GULF STATES, INC.
                         ENTERGY LOUISIANA, INC.
                         ENTERGY MISSISSIPPI, INC.
                         ENTERGY NEW ORLEANS, INC.
                         SYSTEM ENERGY RESOURCES, INC.



                         /s/ Louis E. Buck, Jr.
                         Louis E. Buck, Jr.
                         Vice President, Chief Accounting
                         Officer and Assistant Secretary
                         (For each Registrant and for each as
                         Principal Accounting Officer)



Date:  May 6, 1996