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

               For the Quarterly Period Ended June 30, 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 Offices  Identification No.
             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 July 31, 1996
Entergy Corporation     ($0.01 par value)         228,042,517


              ENTERGY CORPORATION AND SUBSIDIARIES
             INDEX TO QUARTERLY REPORT ON FORM 10-Q
                          June 30, 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
Financial Statements and Results of Operations:
  Entergy Corporation and Subsidiaries:
  Results of Operations                                           10
  Statements of Consolidated Income                               12
  Statements of Consolidated Cash Flows                           13
  Consolidated Balance Sheets                                     15
  Selected Operating Results                                      17
  Entergy Arkansas, Inc.:
  Results of Operations                                           19
  Statements of Income                                            21
  Statements of Cash Flows                                        22
  Balance Sheets                                                  23
  Selected Operating Results                                      25
  Entergy Gulf States, Inc.:
  Results of Operations                                           27
  Statements of Income (Loss)                                     29
  Statements of Cash Flows                                        30
  Balance Sheets                                                  31
  Selected Operating Results                                      33
  Entergy Louisiana, Inc.:
  Results of Operations                                           34
  Statements of Income                                            35
  Statements of Cash Flows                                        36
  Balance Sheets                                                  37
  Selected Operating Results                                      39
  Entergy Mississippi, Inc.:
  Results of Operations                                           41
  Statements of Income                                            43
  Statements of Cash Flows                                        44
  Balance Sheets                                                  45
  Selected Operating Results                                      47
  Entergy New Orleans, Inc.:
  Results of Operations                                           48
  Statements of Income                                            49
  Statements of Cash Flows                                        50
  Balance Sheets                                                  51
  Selected Operating Results                                      53
  System Energy Resources, Inc.:
  Results of Operations                                           54
  Statements of Income                                            55
  Statements of Cash Flows                                        56
  Balance Sheets                                                  57
Notes to Financial Statements for Entergy Corporation
  and Subsidiaries                                                59
Part II:
  Item 1.  Legal Proceedings                                      70
  Item 4.  Submission of Matters to a Vote of Security Holders    71
  Item 5.  Other Information                                      73
  Item 6.  Exhibits and Reports on Form 8-K                       74
Experts                                                           76
Signature                                                         77

   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  the 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, the
operating companies of Entergy Corporation filed amendments to  their
articles of incorporation to change their names.

                             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 1                    Unit No. 1 of ANO
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 Company
Entergy Corporation      Entergy Corporation, a Delaware corporation,
                         successor to Entergy Corporation, a  Florida
                         corporation
Entergy Enterprises      Entergy Enterprises, Inc.
EIS                      Entergy Integrated Solutions, Inc.
Entergy Gulf States      Entergy  Gulf  States, Inc.,  formerly  Gulf
                         States  Utilities Company (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 Company
Entergy Mississippi      Entergy    Mississippi,    Inc.,    formerly
                         Mississippi Power & Light Company
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
N/A                      Not applicable
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
PCBs                     Polychlorinated biphenyls
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 six months ended  June
30, 1996, and 1995, was as follows:

                            Six Months       Six Months
    Company               Ended 6/30/96    Ended 6/30/95
    -------               -------------    -------------
                                   (In Millions)
                                         
    Entergy Corporation      $590.0           $449.7
    Entergy Arkansas         $157.8           $141.3
    Entergy Gulf States      $113.6           $100.4
    Entergy Louisiana        $155.9           $159.7
    Entergy Mississippi      $ 80.7           $ 74.8
    Entergy New Orleans      $ 15.0           $ 14.5
    System Energy            $129.3           $ 51.4

   Entergy Arkansas' cash flow from operations increased for the  six
months  ended  June  30, 1996, due to an increase  in  retail  energy
sales.  Entergy Gulf States' cash flow from operations increased  for
the  six  months  ended June 30, 1996, due to an increase  in  retail
energy  sales  partially offset by increased  income  taxes.   System
Energy's  net cash flow from operations increased for the six  months
ended  June  30,  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  9, on January 5, 1996,  Entergy  acquired
CitiPower for approximately $1.2 billion.  The acquisition was funded
by  a $294 million equity investment, with the balance funded by  the
issuance of 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 six months of 1996.  Entergy's current 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.)   These  phase-in  plans  will  continue  to  contribute  to
Entergy's cash position for the next several years. Specifically, the
Grand  Gulf 1 phase-in plans will expire in 1998 for Entergy Arkansas
and  Entergy  Mississippi,  and  in 2001  for  Entergy  New  Orleans.
Entergy  Gulf  States' phase-in plan for River Bend  will  expire  in
1998,  and Entergy Louisiana's phase-in plan for Waterford 3  expires
in November 1996.  Should additional cash be needed for investing and
financing  requirements, the operating companies  and  System  Energy
have  the ability, subject to regulatory approval, to issue  debt  or
preferred  securities to meet such requirements, as discussed  below.
In  addition, to the extent market interest and dividend rates allow,
the  operating companies and System Energy will continue to refinance
high-cost  debt and preferred stock prior to maturity.  The operating
companies   may  establish  special  purpose  trusts   as   financing
subsidiaries  for the purpose of issuing preferred trust  securities,
such  as  the  9%  Cumulative Quarterly Income Preferred  Securities,
issued  by  Entergy  Louisiana Capital I, a financing  subsidiary  of
Entergy Louisiana.  See Note 5 for a further discussion.

                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                   LIQUIDITY AND CAPITAL RESOURCES
                                  
                                  
     In   May   1996,  Entergy  Corporation  registered  10   million
additional  shares  of  common  stock  pursuant  to  a  new  dividend
reinvestment  and stock purchase plan.  The plan became effective  in
July 1996.

  Entergy 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 and available retired
bond  credits  as  of June 30, 1996, and assumed annual  interest  or
dividend  rates of 8.5% for bonds and 7.8% 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 (a)        Stock
                               (In Millions)
     -----------------------   -------------   ------------
     Entergy Arkansas           $    820        $    759
     Entergy Gulf States (b)    $    645        $     -
     Entergy Louisiana          $    676        $    972
     Entergy Mississippi        $    502        $    433
     Entergy New Orleans        $     93        $    249
     System Energy              $    150             (c)

(a)Includes bonds issuable based on retired bond credits.
(b)Entergy Gulf States was precluded from issuing mortgage bonds  and
   preferred  stock  under its earnings coverage tests  at  June  30,
   1996,  due  to the write-off of River Bend rate deferrals  in  the
   first  quarter of 1996, as discussed in Note 8.  Amount  reflected
   above is the amount issuable based on retired bond credits.
(c)        System Energy's charter does not provide for the  issuance
of preferred stock.

   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  the  Form  10-K  for
information  on  the operating companies' and System Energy's  short-
term borrowing authorizations and bank lines of credit.  At June  30,
1996, Entergy Louisiana and Entergy Mississippi had outstanding short-
term  borrowings  from  the  Money Pool of  $49.1  million  and  $2.2
million, respectively.

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

Financing Uses
- --------------
   As  discussed in Part I of the Form 10-K, Entergy Corporation  has
been   expanding   its   investments   in   energy-related   business
opportunities  overseas and in the United States.   As  of  June  30,
1996,  Entergy  Corporation had invested  $869.6  million  in  equity
capital   (reduced  by  $180  million  of  accumulated   losses)   in
nonregulated businesses, including CitiPower.

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


   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, funds received  from
its  new dividend reinvestment plan, and other bank financings as may
be  required.   Entergy Corporation receives funds  through  dividend
payments  from its domestic utility subsidiaries.  During  the  first
six  months of 1996, such dividend payments from subsidiaries totaled
$147.7  million.  Due to its financial position, Entergy Gulf  States
has  not paid common stock dividends since the third quarter of  1994
and  is  not currently expected to pay common stock dividends  during
1996.   Entergy Corporation paid $199.5 million of dividends  on  its
common  stock  during the first six months of 1996.  Declarations  of
dividends  on  common  stock are made at the  discretion  of  Entergy
Corporation's  Board  of Directors.  Management  will  not  recommend
future  dividend  increases to the Board unless  such  increases  are
justified by adequate earnings growth of Entergy Corporation and  its
subsidiaries.   See  Note  7  to the Form  10-K  for  information  on
dividend restrictions.

Entergy Corporation and Entergy Gulf States

   See  Notes  1  and  2  regarding the River Bend  rate  appeal  and
litigation  with  Cajun.  An adverse ruling in the  River  Bend  rate
appeal could result in approximately $284 million of potential write-
offs (net of tax) and $193 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  may  be
terminated by the parties thereto, subject to the 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 the Form 10-K for a discussion  of   the
increasing  competitive  pressures facing Entergy  and  the  electric
utility industry.

   On April 24, 1996, FERC issued Order No. 888 affirming its initial
proposal  that  all  public  utilities subject  to  its  jurisdiction
provide  comparable wholesale transmission access through the  filing
of  a  single  open  access  tariff.  FERC  established  the  minimum
conditions that must be included in such open access tariffs and also
set   forth   certain  provisions  concerning  the   structuring   of
transactions  within power pools, public utility  holding  companies,
and bilateral coordination arrangements.  The rules took effect sixty
days after they were published in the Federal Register.  In addition,
the FERC ruled that public utilities are entitled to full recovery of
prudently  incurred costs allocable to FERC jurisdictional customers.
If the costs are stranded by retail wheeling, public utilities should
first  seek  recovery  of these costs from the appropriate  state  or
local regulators.

   Concurrently with the issuance of Order No. 888, FERC issued Order
No.  889  which  prescribes the requirements and procedures  for  the
implementation  and  maintenance of an Open  Access-Time  Information
System by each public utility.  In addition, FERC issued a Notice  of
Proposed  Rulemaking concerning capacity reservation tariffs  as  the
next phase of FERC's efforts to promote wholesale competition.

   As  noted in the Form 10-K, Entergy proposed that FERC serve in  a
federal  "back-stop"  role for stranded cost recovery  in  a  holding
company or other multi-state situation.  FERC's final rule recognized
that  denial  of retail stranded cost recovery by a state  regulatory
authority  could  inappropriately  shift  the  disallowed  costs   to
affiliated operating companies in other states.  FERC encouraged  the
affected  state  regulators in such situations  to  seek  a  mutually
agreeable  approach  to  this potential  problem.   If  the  approach
results in a filing to modify a jurisdictional agreement, FERC  could
agree  with such a proposal, particularly if other interested parties
support  the  filing.   In the event the state  or  local  regulators
cannot  reach a consensus, FERC would ultimately have to resolve  the
appropriate treatment of such stranded costs.

   Entergy  plans  to  begin discussions with  its  state  and  local
regulators  regarding the orderly transition to  a  more  competitive
market  for electricity.  Entergy will be making a series of  filings
with regulators during the remainder of the year.

   On  August  2,  1996, Entergy Mississippi filed with  the  MPSC  a
proposal for a rate rider to assure cost recovery.  The rider,  which
does  not  change  current  rates for electric  service  provided  by
Entergy  Mississippi,  would  apply  to  customers  within  the  area
certificated  to  Entergy Mississippi who obtain electricity  in  the
future  from  a source other than Entergy Mississippi.  In  order  to
protect its core customers against the effects of retail access, were
that to become available, Entergy Mississippi has designed this rider
to   assure  that  commitments  made  under  the  current  system  of
regulation  are  honored  and  that cost  burdens  are  not  unfairly
transferred  from  departing customers to those  who  remain  on  the
Entergy Mississippi system.

Retail and Wholesale Rate Issues

   See  Note  2 to the 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.

                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                SIGNIFICANT FACTORS AND KNOWN TRENDS
                                  
                                  
Potential Changes in the Electric Utility Industry

    Refer  to  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT  FACTORS  AND  KNOWN TRENDS"  in  the  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

   The  development of proposals for cogeneration projects by certain
industrial  customers  of Entergy Gulf States and  Entergy  Louisiana
over  the  last  several  years has 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
fully recover operating expenses and depreciation, they provide  only
a minimal return on investment.  During the six months ended June 30,
1996,  KWh  sales to industrial customers of Entergy Gulf States  and
Entergy  Louisiana at less than full cost-of-service  rates  made  up
approximately 30% and 40% of 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  most  of  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  six  months ended  June  30,  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 continues to seek opportunities to expand  its
domestic and foreign energy-related businesses that are not regulated
by state and local utility regulatory authorities.  These investments
encompass   power  development  (including  investments  in   foreign
utilities) and new technology.  Entergy Corporation's strategy is  to
identify and pursue business opportunities that have the potential to
earn a greater return than its domestic regulated utility operations.
Refer  to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - 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  domestic  regulated
utility  enterprises.  In the six months ended June 30, 1996, Entergy
Corporation's domestic and foreign energy-related investments reduced
consolidated  net income by approximately $10.3 million.   The  power
development investments, in the aggregate, were profitable during the
six  months  ended June 30, 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.

   In  May  1996, Entergy Corporation filed for SEC authorization  to
provide nuclear plant operations, management, and related services to
non-affiliated  companies.  Entergy Corporation proposes  to  provide
these services through a new subsidiary, Entergy Nuclear, Inc.

    Refer  to  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT FACTORS AND KNOWN TRENDS" in the Form 10-K, and  Note  9,
herein,  for  a  discussion of Entergy's major nonregulated  business
opportunities and foreign energy-related investments.

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


ANO Matters
- -----------
  Entergy Operations has made periodic inspections and repairs 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 three months and six months ended June 30, 1996, when the related
operating  income  was  $1.8 million and $8.0 million,  respectively,
compared to $1.2 million for the fiscal year ended 1995.

   The  improvement in net income from deregulated operations in  the
three months and six months ended June 30, 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  ongoing
reductions in operation and maintenance expenses.

Property Tax Exemptions
- -----------------------
   As discussed in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS  -
SIGNIFICANT FACTORS AND KNOWN TRENDS" in the 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 $21.5 million.
                                  
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 solid waste regulations 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.

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


Accounting Issues
- -----------------
   Continued Application of SFAS 71 - As a result of the 1992  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  operating
companies'   and  System  Energy'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 operating  companies'  and  System
Energy's  financial  statements  requires  that  rates  set   by   an
independent  regulator on a cost-of-service basis 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  eliminating
from  the  balance  sheet the effects of any  actions  of  regulators
recorded as regulatory assets and liabilities.

   The  operating companies' and System Energy's financial statements
continue  to follow SFAS 71 for its regulated operations, except  for
those  portions  of  Entergy  Gulf  States'  business  described   in
"Deregulated Utility Operations" above.

  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.

Financial Derivatives
- ---------------------
   Derivative  instruments have been used by  Entergy  on  a  limited
basis.   Entergy has a policy that financial derivatives  are  to  be
used  only  to  mitigate  business  risks  and  not  for  speculative
purposes.  At June 30, 1996, Entergy  had an insignificant amount  of
derivative instruments outstanding.


              _________________________________________

   Investors are cautioned that forward-looking statements  contained
herein   with   respect   to  the  revenues,  earnings,   competitive
performance,  or  other  prospects  for  the  business   of   Entergy
Corporation,   Entergy   Arkansas,  Entergy  Gulf   States,   Entergy
Louisiana,  Entergy Mississippi, Entergy New Orleans, System  Energy,
or their affiliated companies may be influenced by factors that could
cause  actual  outcomes and results to be materially  different  than
projected.  Such factors include, but are not limited to, the effects
of  weather,  the  performance of generating units, fuel  prices  and
availability, regulatory decisions and the effects of changes in law,
the  evolution  of competition, changes in accounting standards,  and
other factors.

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

   On  January 5, 1996, Entergy Corporation finalized its acquisition
of  CitiPower. In accordance with the purchase method of  accounting,
the  results of operations for the three months and six months  ended
June  30,  1995, of Entergy Corporation and subsidiaries reported  in
its  Statements of Consolidated Income and Cash Flows do not  include
CitiPower's  results  of  operations.   See  Note  9  for  additional
information regarding CitiPower.

Net Income
- ----------
   Consolidated net income increased for the three months ended  June
30,  1996,  primarily  due to lower other operation  and  maintenance
expenses   for  domestic  regulated  operations  as   a   result   of
restructuring programs, as discussed in Note 7, and ongoing operating
efficiency improvement programs throughout Entergy. Consolidated  net
income  decreased for the six months ended June 30, 1996, due to  the
$174  million  net  of  tax write-off of River  Bend  rate  deferrals
pursuant  to  SFAS  121 and the one-time recording  in  1995  of  the
cumulative  effect of the change in accounting method for incremental
nuclear  refueling  outage  maintenance costs  at  Entergy  Arkansas.
Excluding  the above mentioned items, net income would have increased
$57 million for the six months ended June 30, 1996, primarily due  to
lower other operation and maintenance expenses as discussed above and
higher retail energy sales.

  Significant factors affecting the results of operations and causing
variances  between  the three months and six months  ended  June  30,
1996,  and 1995 are discussed under "Revenues and Sales", "Expenses",
and "Other" below.

Revenues and Sales
- ------------------
    The  changes  in  electric  operating  revenues  associated  with
Entergy's domestic regulated operations for the three months and  six
months ended June 30, 1996, are as follows:

                          Three Months Ended       Six Months Ended
         Description     Increase/(Decrease)     Increase/(Decrease)
      ----------------   -------------------     -------------------
                                        (In Millions)
                                                      
Change in base revenues       $(26.3)                 $(52.3)
Rate riders                     11.0                    13.6
Fuel cost recovery             126.6                   228.1
Sales volume/weather            35.3                   102.4
Other revenue (including       (14.8)                  (44.5)
unbilled)
Sales for resale                25.3                    45.4
                              ------                  ------
Total                         $157.1                  $292.7
                              ======                  ======

   Electric operating revenues increased for the three and six months
ended  June 30, 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  various
operating  companies.  More severe weather in  1996  and  non-weather
related  volume growth contributed to the increase in retail electric
operating  revenues  for  the six months ended  June  30,  1996.  The
increase  in  sales for resale was primarily the result of  increased
energy sales outside of Entergy's service area.


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

   Gas  operating  revenues increased for the three  months  and  six
months  ended  June 30, 1996, because of increased sales  related  to
colder than normal winter weather in the first quarter of 1996 and  a
higher unit purchase price for gas purchased for resale.

  Nonregulated and foreign-energy related business revenues increased
for  the three months and six months ended June 30, 1996, as a result
of  the  January  1996  acquisition of  CitiPower.  See  Note  9  for
additional information regarding CitiPower.

Expenses
- --------
   Operating expenses for the three months and six months ended  June
30, 1996, include the operating expenses of CitiPower, which were not
included  in  the prior year financial statements.  See  Note  9  for
additional  information regarding CitiPower. Excluding the  operating
expenses of CitiPower, Entergy's operating expenses increased for the
three  months  and  six months ended June 30,  1996.   The  following
discussion excludes the impact of the acquisition of CitiPower.

   Fuel  and  purchased power expenses increased as a result  of  the
increase  in  energy sales as discussed above and higher fuel  costs.
Income  tax  expense increased primarily due to higher pretax  income
excluding  the River Bend rate deferral write-off and the prior  year
change   in  accounting  method.   Other  operation  and  maintenance
expenses decreased for the three months and six months ended June 30,
1996,   due  to  lower  payroll  related  expenses,  resulting   from
restructuring programs as discussed in Note 7, in addition to ongoing
operating  efficiency improvement programs throughout Entergy.   Rate
deferrals  charged against operating expenses in 1996  represent  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.  Nuclear refueling  outage
expenses decreased primarily due to a 1995 refueling outage at  Grand
Gulf 1.

   Interest  charges increased for the three months  and  six  months
ended  June  30,  1996, due primarily to interest on  long-term  debt
related  to  the  investment in CitiPower and borrowings  by  Entergy
Corporation  from  a  $300  million line of  credit.  Excluding  this
increase,  interest expense decreased $6.1 million and $11.6  million
for  the  three  months and six months ended June 30,  1996,  due  to
ongoing retirement and refinancing of high cost debt at the operating
companies and System Energy.

Other
- -----
   Other  Income decreased for the three months and six months  ended
June  30, 1996, primarily due to a decrease in interest income  as  a
result  of  lower  balances  in temporary  cash  investments,  and  a
decrease in Grand Gulf 1 carrying charges at Entergy Arkansas because
of  a  decline  in the deferral balance.  In addition,  Other  Income
decreased for the six months ended June 30, 1996, as a result of  the
write-off  of  River Bend rate deferrals pursuant  to  SFAS  121,  as
discussed in Note 8.



     ENTERGY CORPORATION AND SUBSIDIARIES
      STATEMENTS OF CONSOLIDATED INCOME
For the Three and Six Months Ended  June 30, 1996 and 1995
                  (Unaudited)
                                                                                            
                                                          Three Months Ended                Six Months Ended
                                                       -------------------------         -------------------------
                                                         1996             1995             1996             1995
                                                       --------         --------         --------         --------
                                                                    (In Thousands, Except Share Data)
Operating Revenues:
  Electric                                           $1,674,610       $1,517,488       $3,087,678       $2,794,978
  Natural gas                                            28,991           20,118           86,464           60,788
  Steam products                                         15,214           12,791           30,792           23,423
  Nonregulated and foreign energy-related business      133,710           14,520          246,583           23,128
                                                      ---------        ---------        ---------        ---------
        Total                                         1,852,525        1,564,917        3,451,517        2,902,317
                                                      ---------        ---------        ---------        ---------
Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                         405,549          308,612          781,313          597,572
     Purchased power                                    189,153           89,234          347,310          171,743
     Nuclear refueling outage expenses                   13,739           34,167           27,948           53,181
     Other operation and maintenance                    380,085          376,840          733,297          736,433
  Depreciation, amortization, and decommissioning       195,100          170,932          389,667          341,412
  Taxes other than income taxes                          89,942           73,887          178,913          150,522
  Income taxes                                          121,920          107,522          184,506          137,143
  Rate deferrals                                        (11,273)               -          (31,075)               -
  Amortization of rate deferrals                         90,213           76,622          181,724          158,390
                                                      ---------        ---------        ---------        ---------
        Total                                         1,474,428        1,237,816        2,793,603        2,346,396
                                                      ---------        ---------        ---------        ---------
Operating Income                                        378,097          327,101          657,914          555,921
                                                      ---------        ---------        ---------        ---------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                    2,796            2,353            5,354            4,847
  Write-off of River Bend rate deferrals                      -                -         (194,498)               -
  Miscellaneous - net                                    13,834           20,277           24,613           37,833
  Income taxes                                           (5,553)          (3,281)           9,353           (9,900)
                                                      ---------        ---------        ---------        ---------
        Total                                            11,077           19,349         (155,178)          32,780
                                                      ---------        ---------        ---------        ---------
Interest Charges:
  Interest on long-term debt                            174,704          161,042          347,547          321,673
  Other interest - net                                   10,098            5,662           21,945           14,652
  Allowance for borrowed funds used
   during construction                                   (2,329)          (2,007)          (4,467)          (4,204)
  Preferred and preference dividend requirements of
   subsidiaries and other                                18,378           19,050           36,459           38,900
                                                      ---------        ---------        ---------        ---------
        Total                                           200,851          183,747          401,484          371,021
                                                      ---------        ---------        ---------        ---------
Income before the Cumulative Effect of
Accounting Change                                       188,323          162,703          101,252          217,680

Cumulative Effect of Accounting
Change (net of income taxes)                                  -                -                -           35,415
                                                      ---------        ---------        ---------        ---------
Net Income                                             $188,323         $162,703         $101,252         $253,095
                                                    ===========      ===========      ===========      ===========
Earnings per average common share before
 cumulative effect of accounting change                   $0.83            $0.71            $0.44            $0.96
Earnings per average common share                         $0.83            $0.71            $0.44            $1.11
Dividends declared per common share                           -                -            $0.90            $0.90
Average number of common shares outstanding         228,036,032      227,747,609      227,908,318      227,582,228

See Notes to Financial Statements.





                  ENTERGY CORPORATION AND SUBSIDIARIES
                  STATEMENTS OF CONSOLIDATED CASH FLOWS
             For the Six Months Ended June 30, 1996 and 1995
                               (Unaudited)
                                                                                    
                                                                                   1996          1995
                                                                                 --------      --------
                                                                                    (In Thousands)
Operating Activities:
  Net income                                                                     $101,252      $253,095
  Noncash items included in net income:
    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                                  210,399       162,963
    Depreciation, amortization, and decommissioning                               390,038       339,101
    Deferred income taxes and investment tax credits                              (49,738)       (2,091)
    Allowance for equity funds used during construction                            (5,354)       (4,847)
  Changes in working capital:
    Receivables                                                                  (101,595)      (91,462)
    Fuel inventory                                                                  7,348       (37,175)
    Accounts payable                                                                7,740       (74,712)
    Taxes accrued                                                                  63,797        77,924
    Interest accrued                                                               (6,238)       (7,924)
    Other working capital accounts                                               (132,057)     (170,930)
  Decommissioning trust contributions                                             (26,157)      (12,653)
  Provision for estimated losses and reserves                                      15,753        16,451
  Other                                                                           (79,674)       37,422
                                                                                 --------      --------
    Net cash flow provided by operating activities                                590,012       449,747
                                                                                 --------      --------
Investing Activities:
  Construction/capital expenditures                                              (285,411)     (243,061)
  Allowance for equity funds used during construction                               5,354         4,847
  Nuclear fuel purchases                                                          (73,782)     (177,776)
  Proceeds from sale/leaseback of nuclear fuel                                     54,241       210,265
  Acquisition of CitiPower                                                     (1,156,112)            -
  Investment in nonregulated/nonutility properties                                 (6,426)      (46,243)
  Other                                                                           (20,752)            -
                                                                                ---------      --------
    Net cash flow used in investing activities                                 (1,482,888)     (251,968)
                                                                                ---------      --------
Financing Activities:
  Proceeds from the issuance of:
    General and refunding mortgage bonds                                           39,608       109,285
    First mortgage bonds                                                          198,250             -
    Bank notes and other long-term debt                                           947,443        43,538
  Retirement of:
    First mortgage bonds                                                         (357,016)      (96,025)
    General and refunding mortgage bonds                                          (30,000)      (44,200)
    Other long-term debt                                                          (93,373)      (45,404)
  Redemption of preferred stock                                                   (25,580)      (26,250)
  Changes in short-term borrowings - net                                          225,025      (103,534)
  Common stock dividends paid                                                    (199,493)     (204,267)
                                                                                ---------      --------
    Net cash flow provided by (used in) financing activities                      704,864      (366,857)
                                                                                ---------      --------
Effect of exchange rates on cash and cash equivalents                                  73             -
                                                                                ---------      --------
Net decrease in cash and cash equivalents                                        (187,939)     (169,078)

Cash and cash equivalents at beginning of period                                  533,590       613,907
                                                                                ---------      --------
Cash and cash equivalents at end of period                                       $345,651      $444,829
                                                                                =========      ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                         $354,051      $323,218
    Income taxes                                                                 $159,719       $86,327
  Noncash investing and financing activities:
     Capital lease obligations incurred                                           $16,358             -
     Change in unrealized appreciation/depreciation of
       decommissioning trust assets                                              ($11,103)      $17,521


See Notes to Financial Statements.




                  ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                   June 30, 1996 and December 31, 1995
                               (Unaudited)
                                                                                       
                                                                                  1996              1995
                                                                               ----------        ----------
                                                                                      (In Thousands)
                                 ASSETS
Utility Plant:
  Electric                                                                    $22,449,711       $21,698,593
  Plant acquisition adjustment - Entergy Gulf States                              463,557           471,690
  Electric plant under leases                                                     677,821           675,425
  Property under capital leases - electric                                        153,166           145,146
  Natural gas                                                                     167,927           166,872
  Steam products                                                                   77,541            77,551
  Construction work in progress                                                   541,001           482,950
  Nuclear fuel under capital leases                                               266,970           312,782
  Nuclear fuel                                                                     69,091            49,100
                                                                               ----------        ----------
           Total                                                               24,866,785        24,080,109
  Less - accumulated depreciation and amortization                              8,564,155         8,259,318
                                                                               ----------        ----------
           Utility plant - net                                                 16,302,630        15,820,791
                                                                               ----------        ----------
Other Property and Investments:
  Decommissioning trust funds                                                     305,546           277,716
  Other                                                                           456,538           434,619
                                                                               ----------        ----------
           Total                                                                  762,084           712,335
                                                                               ----------        ----------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                           51,666            42,822
    Temporary cash investments - at cost,
      which approximates market                                                   293,985           490,768
                                                                               ----------        ----------
           Total cash and cash equivalents                                        345,651           533,590
  Notes receivable                                                                  5,397             6,907
  Accounts receivable:
    Customer (less allowance for doubtful accounts of
       $8.6 million in 1996 and $7.1 million in 1995)                             381,297           333,343
    Other                                                                          74,105            59,176
    Accrued unbilled revenues                                                     389,655           293,461
  Deferred fuel                                                                    99,064            25,924
  Fuel inventory                                                                  114,969           122,167
  Materials and supplies - at average cost                                        351,919           345,330
  Rate deferrals                                                                  431,950           420,221
  Prepayments and other                                                           160,485           175,121
                                                                               ----------        ----------
           Total                                                                2,354,492         2,315,240
                                                                               ----------        ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                                620,647         1,033,282
    SFAS 109 regulatory asset - net                                             1,205,370         1,279,495
    Unamortized loss on reacquired debt                                           221,161           224,131
    Other regulatory assets                                                       386,677           329,397
  Long-term receivables                                                           221,206           224,726
  CitiPower license (net of $7.7 million of amortization)                         620,988                 -
  Other                                                                           350,476           326,533
                                                                               ----------        ----------
           Total                                                                3,626,525         3,417,564
                                                                               ----------        ----------
           TOTAL                                                              $23,045,731       $22,265,930
                                                                              ===========       ===========
See Notes to Financial Statements.




                  ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                   June 30, 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                                                               4,200,883         4,201,483
  Retained earnings                                                             2,231,591         2,335,579
  Cumulative foreign currency translation adjustment                               19,344                 -
  Less - treasury stock (1,976,132 shares in 1996 and
  2,251,318 in 1995)                                                               59,772            67,642
                                                                               ----------        ----------
           Total common shareholders' equity                                    6,394,346         6,471,720

  Subsidiary's preference stock                                                   150,000           150,000
  Subsidiaries' preferred stock:
   Without sinking fund                                                           550,955           550,955
   With sinking fund                                                              227,985           253,460
  Long-term debt                                                                7,853,286         6,777,124
                                                                               ----------        ----------
           Total                                                               15,176,572        14,203,259
                                                                               ----------        ----------
Other Noncurrent Liabilities:
  Obligations under capital leases                                                271,192           303,664
  Other                                                                           349,155           326,804
                                                                               ----------        ----------
           Total                                                                  620,347           630,468
                                                                               ----------        ----------
Current Liabilities:
  Currently maturing long-term debt                                               257,603           558,650
  Notes payable                                                                   270,692            45,667
  Accounts payable                                                                509,916           460,379
  Customer deposits                                                               149,080           140,054
  Taxes accrued                                                                   271,625           207,828
  Accumulated deferred income taxes                                               105,685            72,847
  Interest accrued                                                                189,678           195,445
  Dividends declared                                                               11,655            12,194
  Obligations under capital leases                                                149,812           151,140
  Other                                                                           182,228           247,039
                                                                               ----------        ----------
           Total                                                                2,097,974         2,091,243
                                                                               ----------        ----------
Deferred Credits:
  Accumulated deferred income taxes                                             3,631,027         3,777,644
  Accumulated deferred investment tax credits                                     600,656           612,701
  Other                                                                           919,155           950,615
                                                                               ----------        ----------
           Total                                                                5,150,838         5,340,960
                                                                               ----------        ----------
Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                              $23,045,731       $22,265,930
                                                                              ===========       ===========
See Notes to Financial Statements.



                    ENTERGY CORPORATION AND SUBSIDIARIES
                          SELECTED OPERATING RESULTS
       For the Three Months and Six Months Ended June 30, 1996 and 1995
                                 (Unaudited)
                                                       
                                      Three Months Ended    Increase/    
           Description                1996        1995     (Decrease)    %
                                              (In Millions)
Electric Operating Revenues:                                           
  Residential                         $ 516.5     $ 480.0   $  36.5     8
  Commercial                            380.1       357.3      22.8     6
  Industrial                            497.0       433.0      64.0    15
  Governmental                           41.2        37.5       3.7    10
                                    ---------   ---------   -------
    Total retail                      1,434.8     1,307.8     127.0    10
  Sales for resale                      103.4        78.2      25.2    32
  Other                                 136.4       131.5       4.9     4
                                    ---------   ---------   -------
    Total                           $ 1,674.6   $ 1,517.5   $ 157.1    10
                                    =========   =========   =======          
Billed Electric Energy                                                 
 Sales (Millions of KWh):                                              
  Residential                           6,305       6,047       258     4
  Commercial                            5,084       4,958       126     3
  Industrial                           10,984      10,325       659     6
  Governmental                            591         564        27     5
                                    ---------   ---------   -------
    Total retail                       22,964      21,894     1,070     5
  Sales for resale                      3,235       2,404       831    35
                                    ---------   ---------   -------
    Total                              26,199      24,298     1,901     8
                                    =========   =========   =======           
                                      
                                      Six Months Ended     Increase/    
           Description                1996        1995     (Decreas)   %
                                               (In Millions)
Electric Operating Revenues:                                           
  Residential                       $ 1,023.5     $ 921.5  $  102.0    11
  Commercial                            734.6       682.0      52.6     8
  Industrial                            957.3       847.0     110.3    13
  Governmental                           80.0        72.7       7.3    10
                                    ---------   ---------   -------
    Total retail                      2,795.4     2,523.2     272.2    11
  Sales for resale                      193.6       148.2      45.4    31
  Other                                  98.7       123.6     (24.9)  (20)
                                    ---------   ---------   -------
    Total                           $ 3,087.7   $ 2,795.0   $ 292.7    10
                                    =========   =========   ======= 
                     
Billed Electric Energy                                                 
 Sales (Millions of KWh):                                              
  Residential                          12,972      11,907     1,065     9
  Commercial                            9,877       9,431       446     5
  Industrial                           21,429      20,360     1,069     5
  Governmental                          1,147       1,103        44     4
                                    ---------   ---------   -------
    Total retail                       45,425      42,801     2,624     6
  Sales for resale                      5,809       4,248     1,561    37
                                    ---------   ---------   -------
    Total                              51,234      47,049     4,185     9
                                    =========   =========   ======= 
                       

                       ENTERGY ARKANSAS, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Net Income
- ----------
  Net income increased for the three months ended June 30, 1996, as a
result of increased retail energy sales due to extreme weather in the
current year.

   Net  income decreased for the six months ended June 30, 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 $16.4 million for the six months  ended
June  30,  1996, due primarily to increased retail energy sales,  and
decreased other operation and maintenance expense.

  Significant factors affecting the results of operations and causing
variances  between  the three months and six months  ended  June  30,
1996,  and 1995 are discussed under "Revenues and Sales," "Expenses,"
and "Other" below.

Revenues and Sales
- ------------------
  The changes in electric operating revenues for the three months and
six months ended June 30, 1996, are as follows:


                               Three Months Ended    Six Months Ended   
           Description        Increase/(Decrease)   Increase/(Decrease) 
           ------------       -------------------   ------------------- 
                                          (In Millions)
                                                                            
    Change in base revenues        $(5.8)               $(9.0)              
    Rate riders                      2.1                  0.3                
    Fuel cost recovery               7.3                  5.5                
    Sales volume/weather            12.2                 24.5               
    Other revenue (including        (1.9)                (4.8)              
      unbilled)
    Sales for resale                41.9                 82.8               
                                   -----                -----                  
    Total                          $55.8                $99.3               
                                   =====                =====                  

   Electric operating revenues increased for the three months and six
months  ended June 30, 1996, primarily due to increased retail energy
sales and sales for resale.  The increase in sales for resale is  due
to  higher generation availability than in the same period  of  1995.
The  increase in retail energy sales resulted from increased customer
usage,  partially attributable to more severe weather as compared  to
the same period in 1995.

Expenses
- --------
   Operating  expenses increased for the three months and six  months
ended June 30, 1996, due to an increase in fuel, purchased power, and
income  tax  expense.   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 1996.   Income  tax
expense increased because of higher pretax income.

                       ENTERGY ARKANSAS, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
   The  increase in operating expenses for the six months ended  June
30,  1996, was partially offset by a decrease in other operation  and
maintenance  expenses resulting from non-outage  related  maintenance
performed  during  ANO 1's refueling outage in the first  quarter  of
1995.   In addition, ANO 2 underwent a 30 day mid-cycle outage during
the  first  three  months of 1995 that also required additional  non-
outage related maintenance.

Other
- -----
   Miscellaneous other income - net decreased in the three months and
six  months ended June 30, 1996, due to reduced Grand Gulf 1 carrying
charges as a result of a decline in the deferral balance.




            ENTERGY ARKANSAS, INC.
             STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1996 and 1995
                  (Unaudited)
                                                                                            
                                                          Three Months Ended                Six Months Ended
                                                       -------------------------         -------------------------
                                                         1996             1995             1996             1995
                                                       --------         --------         --------         --------
                                                             (In Thousands)                    (In Thousands)

Operating Revenues                                     $467,990         $412,164         $851,071         $751,760
                                                       --------         --------         --------         --------
Operating Expenses:
  Operation and maintenance:
   Fuel and fuel-related expenses                        66,475           63,639          131,675          104,806
   Purchased power                                      121,631           84,176          220,256          165,923
   Nuclear refueling outage expenses                      7,541            7,903           15,083           17,088
   Other operation and maintenance                       85,871           85,786          169,136          179,444
  Depreciation, amortization, and decommissioning        40,786           39,602           81,816           78,954
  Taxes other than income taxes                          10,425            9,984           19,443           20,095
  Income taxes                                           29,714           23,813           33,305           20,474
  Amortization of rate deferrals                         30,024           29,894           66,470           67,927
                                                       --------         --------         --------         --------
        Total                                           392,467          344,797          737,184          654,711
                                                       --------         --------         --------         --------
Operating Income                                         75,523           67,367          113,887           97,049
                                                       --------         --------         --------         --------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                    1,061              691            2,151            1,606
  Miscellaneous - net                                     7,891           10,820           16,130           26,352
  Income taxes                                           (3,205)          (4,241)          (6,433)         (10,338)
                                                       --------         --------         --------         --------
        Total                                             5,747            7,270           11,848           17,620
                                                       --------         --------         --------         --------
Interest Charges:
  Interest on long-term debt                             24,932           26,611           49,767           53,544
  Other interest - net                                    1,260              624            2,287            3,740
  Allowance for borrowed funds used
   during construction                                     (634)            (442)          (1,299)          (1,173)
                                                       --------         --------         --------         --------
        Total                                            25,558           26,793           50,755           56,111
                                                       --------         --------         --------         --------
Income before the Cumulative Effect of
Accounting Change                                        55,712           47,844           74,980           58,558

Cumulative Effect of Accounting
Change (net of income taxes)                                  -                -                -           35,415
                                                       --------         --------         --------         --------
Net Income                                               55,712           47,844           74,980           93,973

Preferred Stock Dividend Requirements
 and Other                                                4,426            4,545            8,884            9,106
                                                       --------         --------         --------         --------
Earnings Applicable to Common Stock                     $51,286          $43,299          $66,096          $84,867
                                                      =========        =========        =========        =========
See Notes to Financial Statements.




                         ENTERGY ARKANSAS, INC.
                        STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 1996 and 1995
                               (Unaudited)
                                                                                     
                                                                                   1996          1995
                                                                                 --------      --------
                                                                                     (In Thousands)
Operating Activities:
  Net income                                                                      $74,980       $93,973
  Noncash items included in net income:
    Cumulative effect of a change in accounting principle                               -       (35,415)
    Change in rate deferrals/excess capacity-net                                   69,808        61,207
    Depreciation, amortization, and decommissioning                                81,816        78,954
    Deferred income taxes and investment tax credits                              (28,555)      (11,005)
    Allowance for equity funds used during construction                            (2,151)       (1,606)
  Changes in working capital:
    Receivables                                                                   (28,948)      (41,124)
    Fuel inventory                                                                     23       (34,626)
    Accounts payable                                                               (7,352)       33,684
    Taxes accrued                                                                  15,028        28,691
    Interest accrued                                                               (3,500)         (759)
    Other working capital accounts                                                  2,254       (29,974)
  Decommissioning trust contributions                                              (7,530)       (6,071)
  Provision for estimated losses and reserves                                       2,362         3,522
  Other                                                                           (10,471)        1,829
                                                                                 --------      --------
    Net cash flow provided by operating activities                                157,764       141,280
                                                                                 --------      --------
Investing Activities:
  Construction expenditures                                                       (67,212)      (78,692)
  Allowance for equity funds used during construction                               2,151         1,606
  Nuclear fuel purchases                                                          (26,049)      (32,874)
  Proceeds from sale/leaseback of nuclear fuel                                     25,437        32,831
                                                                                 --------      --------
    Net cash flow used in investing activities                                    (65,673)      (77,129)
                                                                                 --------      --------
Financing Activities:
  Proceeds from issuance of first mortgage bonds                                   84,256             -
  Retirement of  first mortgage bonds                                            (112,807)      (25,600)
  Redemption of preferred stock                                                    (4,000)       (7,000)
  Changes in short-term borrowings - net                                                        (34,000)
  Dividends paid:
    Common stock                                                                  (15,300)      (40,300)
    Preferred stock                                                                (8,983)       (9,321)
                                                                                 --------      --------
    Net cash flow used in financing activities                                    (56,834)     (116,221)
                                                                                 --------      --------
Net increase (decrease) in cash and cash equivalents                               35,257       (52,070)

Cash and cash equivalents at beginning of period                                   11,798        80,756
                                                                                 --------      --------
Cash and cash equivalents at end of period                                        $47,055       $28,686
                                                                                 ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                          $49,169       $51,392
    Income taxes                                                                  $56,452       $13,843
  Noncash investing and financing activities:
    Capital lease obligations incurred                                            $16,358             -
    Change in unrealized appreciation/depreciation of
     decommissioning trust assets                                                 ($7,482)      $11,347

See Notes to Financial Statements.




                         ENTERGY ARKANSAS, INC.
                              BALANCE SHEETS
                   June 30, 1996 and December 31, 1995
                               (Unaudited)
                                                                                      
                                                                                  1996              1995
                                                                               ----------        ----------
                                                                                     (In Thousands)
                                 ASSETS
Utility Plant:
  Electric                                                                     $4,472,179        $4,438,519
  Property under capital leases                                                    60,287            48,968
  Construction work in progress                                                   131,685           119,874
  Nuclear fuel under capital lease                                                 99,235            98,691
                                                                               ----------        ----------
           Total                                                                4,763,386         4,706,052

  Less - accumulated depreciation and amortization                              1,911,817         1,846,112
                                                                               ----------        ----------
           Utility plant - net                                                  2,851,569         2,859,940
                                                                               ----------        ----------
Other Property and Investments:
  Investment in subsidiary companies - at equity                                   11,122            11,122
  Decommissioning trust fund                                                      174,615           166,832
  Other - at cost (less accumulated depreciation)                                   4,976             5,085
                                                                               ----------        ----------
           Total                                                                  190,713           183,039
                                                                               ----------        ----------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                            5,787             7,780
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                       20,913               908
        Other                                                                      20,355             3,110
                                                                               ----------        ----------
           Total cash and cash equivalents                                         47,055            11,798
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $2.1 million in 1996 and 1995)                                             75,038            75,445
    Associated companies                                                           43,477            40,577
    Other                                                                           7,687             6,962
    Accrued unbilled revenues                                                     119,286            93,556
  Fuel inventory - at average cost                                                 57,433            57,456
  Materials and supplies - at average cost                                         77,108            75,030
  Rate deferrals                                                                  142,388           131,634
  Deferred excess capacity                                                         13,081            11,088
  Deferred nuclear refueling outage costs                                          16,975            32,824
  Prepayments and other                                                            11,805            15,215
                                                                               ----------        ----------
           Total                                                                  611,333           551,585
                                                                               ----------        ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                                151,819           228,390
    Deferred excess capacity                                                            -             5,984
    SFAS 109 regulatory asset - net                                               228,887           219,906
    Unamortized loss on reacquired debt                                            58,448            58,684
    Other regulatory assets                                                        78,101            68,160
  Other                                                                            29,886            28,727
                                                                               ----------        ----------
           Total                                                                  547,141           609,851
                                                                               ----------        ----------
           TOTAL                                                               $4,200,756        $4,204,415
                                                                              ===========       ===========
See Notes to Financial Statements.




                         ENTERGY ARKANSAS, INC.
                              BALANCE SHEETS
                   June 30, 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                                                               543,182           492,386
                                                                               ----------        ----------
           Total common shareholder's equity                                    1,134,446         1,083,700
  Preferred stock:
     Without sinking fund                                                         176,350           176,350
     With sinking fund                                                             45,027            49,027
  Long-term debt                                                                1,253,743         1,281,203
                                                                               ----------        ----------
           Total                                                                2,609,566         2,590,280
                                                                               ----------        ----------
Other Noncurrent Liabilities:
  Obligations under capital leases                                                106,862            93,574
  Other                                                                            73,336            67,444
                                                                               ----------        ----------
           Total                                                                  180,198           161,018
                                                                               ----------        ----------
Current Liabilities:
  Currently maturing long-term debt                                                32,900            28,700
  Notes payable                                                                       667               667
  Accounts payable:
    Associated companies                                                           40,283            42,156
    Other                                                                         114,771           120,250
  Customer deposits                                                                19,811            18,594
  Taxes accrued                                                                    55,187            40,159
  Accumulated deferred income taxes                                                61,755            48,992
  Interest accrued                                                                 26,740            30,240
  Dividends declared                                                                4,359             4,458
  Co-owner advances                                                                24,331            34,450
  Deferred fuel cost                                                               15,024            17,837
  Obligations under capital leases                                                 52,660            54,697
  Other                                                                            23,026            26,238
                                                                               ----------        ----------
           Total                                                                  471,514           467,438
                                                                               ----------        ----------
Deferred Credits:
  Accumulated deferred income taxes                                               793,757           823,471
  Accumulated deferred investment tax credits                                     110,584           112,890
  Other                                                                            35,137            49,318
                                                                               ----------        ----------
           Total                                                                  939,478           985,679
                                                                               ----------        ----------
Commitments and Contingencies (Note 1)

           TOTAL                                                               $4,200,756        $4,204,415
                                                                              ===========       ===========
See Notes to Financial Statements.



                        ENTERGY ARKANSAS, INC.
                     SELECTED OPERATING RESULTS
   For the Three Months and Six Months Ended June 30, 1996 and 1995
                            (Unaudited)
                                                       
                                    Three Months Ended Increase/
           Description               1996      1995    (Decrease)   %
                                           (In Millions)
Electric Operating Revenues:                                       
  Residential                       $ 118.3   $ 109.0    $  9.3     9
  Commercial                           77.4      73.9       3.5     5
  Industrial                           87.2      84.9       2.3     3
  Governmental                          4.1       4.0       0.1     2
                                    -------   -------    ------
    Total retail                      287.0     271.8      15.2     6
  Sales for resale                                                     
     Associated companies              75.5      51.2      24.3    47
     Non-associated companies          58.1      40.5      17.6    43
  Other                                47.4      48.7      (1.3)   (3)
                                    -------   -------    ------ 
    Total                           $ 468.0   $ 412.2    $ 55.8    14
                                    =======   =======    ======
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                         1,274     1,149       125    11
  Commercial                          1,038       976        62     6
  Industrial                          1,566     1,515        51     3
  Governmental                           57        66        (9)  (14)
                                    -------   -------    ------ 
    Total retail                      3,935     3,706       229     6
  Sales for resale                                                     
     Associated companies             3,113     2,396       717    30
     Non-associated companies         2,035     1,243       792    64
                                    -------   -------    ------ 
    Total                             9,083     7,345     1,738    24
                                    =======   =======    ====== 
                                     
                                     Six Months Ended  Increase/
           Description               1996      1995    (Decrease)   %
                                            (In Millions)
Electric Operating Revenues:                                       
  Residential                       $ 250.5   $ 233.2    $ 17.3     7
  Commercial                          147.9     142.2       5.7     4
  Industrial                          165.0     162.5       2.5     2
  Governmental                          8.2       8.0       0.2     2
                                    -------   -------    ------ 
    Total retail                      571.6     545.9      25.7     5
  Sales for resale                                                      
     Associated companies             135.4      80.3      55.1    69
     Non-associated companies         106.9      79.1      27.8    35
  Other                                37.2      46.5      (9.3)  (20)
                                    -------   -------    ------ 
    Total                           $ 851.1   $ 751.8    $ 99.3    13
                                    =======   =======    ======
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                         2,845     2,576       269    10
  Commercial                          2,034     1,923       111     6
  Industrial                          3,092     2,954       138     5
  Governmental                          113       119        (6)   (5)
                                    -------   -------    ------ 
    Total retail                      8,084     7,572       512     7
  Sales for resale                                                     
     Associated companies             5,767     3,755     2,012    54
     Non-associated companies         3,708     2,199     1,509    69
                                    -------   -------    ------ 
    Total                            17,559    13,526     4,033    30
                                    =======   =======    ======

                      ENTERGY GULF STATES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Net Income
- ----------
   Net income increased for the three months ended June 30, 1996, due
primarily   to  lower  other  operation  and  maintenance   expenses,
partially offset by increased income tax expense.

  Net income decreased for the six months ended June 30, 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 six months ended June 30, 1996, would have  increased
$22  million primarily due to increased electric retail energy  sales
and  lower other operation and maintenance expenses, partially offset
by increased income tax expense.

  Significant factors affecting the results of operations and causing
variances  between  the three months and six months  ended  June  30,
1996,  and 1995 are discussed under "Revenues and Sales," "Expenses,"
and "Other" below.

Revenues and Sales
- ------------------
  The changes in electric operating revenues for the three months and
six months ended June 30, 1996, are as follows:

                               Three Months Ended   Six Months Ended  
          Description         Increase/(Decrease) Increase/(Decrease) 
          -----------         ------------------- ------------------- 
                                           (In Millions)
                                                                          
   Change in base revenues        $(16.6)              $(19.2)             
   Fuel cost recovery              57.3                  91.3               
   Sales volume/weather            19.8                  46.5               
   Other revenue (including        (4.9)                (12.3)             
     unbilled)
   Sales for resale               (14.4)                (17.7)             
                                  ------                ------                  
   Total                          $41.2                 $88.6               
                                  ======                ======                  

   Electric operating revenues increased for the three and six months
ended  June 30, 1996, as a result of higher fuel adjustment revenues,
which  do  not  affect  net  income, and  increased  customer  usage,
partially attributable to more severe winter and summer weather  than
in  the  same periods in 1995.  These increases were partially offset
by  a  rate  reduction ordered for Texas in 1995 and lower sales  for
resale   to   associated  companies,  due  to   changing   generation
availability and requirements among the operating companies.

   Gas operating revenues and steam operating revenues increased  for
the three months and six months ended June 30, 1996, primarily due to
higher fuel prices and increased usage.

                      ENTERGY GULF STATES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Expenses
- --------
   Operating  expenses increased for the three months and six  months
ended  June 30, 1996, as a result of higher fuel expenses,  including
purchased  power,  and  higher  income taxes.  These  increases  were
partially  offset  by a decrease in other operation  and  maintenance
expenses.    Fuel  and  purchased  power  expenses,  taken  together,
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, excluding  the  net
effect of the write-off of River Bend rate deferrals discussed below.
Other  operation  and maintenance expenses decreased  for  the  three
months  and six months ended June 30, 1996, principally due to  lower
payroll-related  expenses  associated  with  restructuring   programs
accrued for in 1995.

Other
- -----
   Other income decreased for the six months ended June 30, 1996, 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 8 for further discussion.  Income taxes on other income for  the
same period decreased as a result of this write-off.



           ENTERGY GULF STATES, INC.
          STATEMENTS OF INCOME (LOSS)
For the Three and Six Months Ended June 30, 1996 and 1995
                  (Unaudited)
                                                                                            
                                                          Three Months Ended                Six Months Ended
                                                       -------------------------         -------------------------
                                                         1996             1995             1996             1995
                                                       --------         --------         --------         --------
                                                             (In Thousands)                    (In Thousands)

Operating Revenues:
  Electric                                             $503,490         $462,297         $929,667         $841,088
  Natural gas                                             6,863            4,521           21,739           14,444
  Steam products                                         15,214           12,791           30,792           23,423
                                                       --------         --------         --------         --------
        Total                                           525,567          479,609          982,198          878,955
                                                       --------         --------         --------         --------
Operating Expenses:
  Operation and maintenance:
    Fuel, fuel-related expenses, and
     gas purchased for resale                           125,057          126,908          242,466          241,829
    Purchased power                                      86,760           37,918          154,594           78,475
    Nuclear refueling outage expenses                     2,572            2,743            4,932            5,774
    Other operation and maintenance                      97,730          108,472          194,471          209,876
  Depreciation, amortization, and decommissioning        51,504           50,392          102,755          100,731
  Taxes other than income taxes                          25,205           24,752           51,539           50,131
  Income taxes                                           28,870           23,140           40,853           22,978
  Amortization of rate deferrals                         18,319           16,506           35,963           33,012
                                                       --------         --------         --------         --------
        Total                                           436,017          390,831          827,573          742,806
                                                       --------         --------         --------         --------
Operating Income                                         89,550           88,778          154,625          136,149
                                                       --------         --------         --------         --------
Other Income (Deductions):
  Allowance for equity funds used
    during construction                                     739              266            1,232              517
  Write-off of River Bend rate deferrals                      -                -         (194,498)               -
  Miscellaneous - net                                     5,690            5,696           10,630           11,610
  Income taxes                                           (2,032)          (2,164)          16,711           (3,029)
                                                       --------         --------         --------         --------
        Total                                             4,397            3,798         (165,925)           9,098
                                                       --------         --------         --------         --------
Interest Charges:
  Interest on long-term debt                             46,476           48,357           92,964           96,627
  Other interest - net                                      959            1,083            1,909            2,093
  Allowance for borrowed funds used
    during construction                                    (628)            (217)          (1,056)            (461)
                                                       --------         --------         --------         --------
        Total                                            46,807           49,223           93,817           98,259
                                                       --------         --------         --------         --------
Net Income (Loss)                                        47,140           43,353         (105,117)          46,988

Preferred and Preference Stock
  Dividend Requirements and Other                         7,066            7,426           14,285           15,016
                                                       --------         --------         --------         --------
Earnings (Loss) Applicable to Common Stock              $40,074          $35,927        ($119,402)         $31,972
                                                      =========        =========        =========        =========
See Notes to Financial Statements.




                        ENTERGY GULF STATES, INC.
                        STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 1996 and 1995
                               (Unaudited)
                                                                                     
                                                                                   1996          1995
                                                                                 --------      --------
                                                                                     (In Thousands)
Operating Activities:
  Net income (loss)                                                             ($105,117)      $46,988
  Noncash items included in net income (loss):
    Write-off of River Bend rate deferrals                                        194,498             -
    Change in rate deferrals                                                       35,963        33,012
    Depreciation, amortization, and decommissioning                               102,755       101,113
    Deferred income taxes and investment tax credits                               23,368        25,403
    Allowance for equity funds used during construction                            (1,232)         (517)
  Changes in working capital:
    Receivables                                                                   (17,731)       (7,940)
    Fuel inventory                                                                 (4,962)       (1,894)
    Accounts payable                                                                6,912       (34,007)
    Taxes accrued                                                                   1,869        24,832
    Interest accrued                                                              (16,162)       (9,334)
    Reserve for rate refund                                                                       2,381
    Other working capital accounts                                                (79,869)      (87,395)
  Decommissioning trust contributions                                              (2,961)       (1,478)
  Provision for estimated losses and reserves                                      (8,222)        4,232
  Other                                                                           (15,525)        4,954
                                                                                 --------      --------
    Net cash flow provided by operating activities                                113,584       100,350
                                                                                 --------      --------
Investing Activities:
  Construction expenditures                                                       (84,521)      (53,779)
  Allowance for equity funds used during construction                               1,232           517
  Nuclear fuel purchases                                                          (21,580)            -
  Proceeds from sale/leaseback of nuclear fuel                                     23,375             -
                                                                                 --------      --------
    Net cash flow used in investing activities                                    (81,494)      (53,262)
                                                                                 --------      --------
Financing Activities:
  Proceeds from the issuance of long-term debt                                        780         2,277
  Retirement of:
    First mortgage bonds                                                          (65,959)            -
    Other long-term debt                                                             (425)            -
  Redemption of preferred and preference stock                                     (4,204)       (2,250)
  Dividends paid on preferred and preference stock                                (14,198)      (14,917)
                                                                                 --------      --------
    Net cash flow used in financing activities                                    (84,006)      (14,890)
                                                                                 --------      --------
Net increase (decrease) in cash and cash equivalents                              (51,916)       32,198

Cash and cash equivalents at beginning of period                                  234,604       104,644
                                                                                 --------      --------
Cash and cash equivalents at end of period                                       $182,688      $136,842
                                                                                 ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                         $105,598      $102,618
    Income taxes                                                                      $70           $77
  Noncash investing and financing activities:
    Change in unrealized appreciation/depreciation of
      decommissioning trust assets                                                  ($752)       $1,651

See Notes to Financial Statements.




                        ENTERGY GULF STATES, INC.
                              BALANCE SHEETS
                   June 30, 1996 and December 31, 1995
                               (Unaudited)
                                                                                      
                                                                                  1996              1995
                                                                               ----------        ----------
                                                                                     (In Thousands)
                                 ASSETS
Utility Plant:
  Electric                                                                     $6,984,549        $6,942,983
  Natural gas                                                                      45,789            45,789
  Steam products                                                                   77,541            77,551
  Property under capital leases                                                    76,108            77,918
  Construction work in progress                                                   185,676           148,043
  Nuclear fuel under capital lease                                                 59,666            69,853
                                                                               ----------        ----------
           Total                                                                7,429,329         7,362,137

  Less - accumulated depreciation and amortization                              2,758,105         2,664,943
                                                                               ----------        ----------
           Utility plant - net                                                  4,671,224         4,697,194
                                                                               ----------        ----------
Other Property and Investments:
  Decommissioning trust fund                                                       36,067            32,943
  Other - at cost (less accumulated depreciation)                                  23,392            28,626
                                                                               ----------        ----------
           Total                                                                   59,459            61,569
                                                                               ----------        ----------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                           15,182            13,751
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                       75,232            46,336
        Other                                                                      92,274           174,517
                                                                               ----------        ----------
           Total cash and cash equivalents                                        182,688           234,604
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $1.6 million in 1996 and 1995)                                            114,364           110,187
    Associated companies                                                            1,301             1,395
    Other                                                                          18,662            15,497
    Accrued unbilled revenues                                                      83,864            73,381
  Deferred fuel costs                                                              79,825            31,154
  Accumulated deferred income taxes                                                30,737            43,465
  Fuel inventory - at average cost                                                 37,103            32,141
  Materials and supplies - at average cost                                         91,576            91,288
  Rate deferrals                                                                  101,542            97,164
  Prepayments and other                                                            18,337            15,566
                                                                               ----------        ----------
           Total                                                                  759,999           745,842
                                                                               ----------        ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                                172,886           419,904
    SFAS 109 regulatory asset - net                                               376,103           453,628
    Unamortized loss on reacquired debt                                            57,087            61,233
    Other regulatory assets                                                        24,935            27,836
  Long-term receivables                                                           221,207           224,727
  Other                                                                           174,614           169,125
                                                                               ----------        ----------
           Total                                                                1,026,832         1,356,453
                                                                               ----------        ----------
           TOTAL                                                               $6,517,514        $6,861,058
                                                                              ===========       ===========
See Notes to Financial Statements.




                        ENTERGY GULF STATES, INC.
                              BALANCE SHEETS
                   June 30, 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                                                               238,301           357,704
                                                                               ----------        ----------
           Total common shareholder's equity                                    1,504,948         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                                                                2,093,682         2,175,471
                                                                               ----------        ----------
           Total                                                                3,968,524         4,173,833
                                                                               ----------        ----------
Other Noncurrent Liabilities:
  Obligations under capital leases                                                 98,295           108,078
  Other                                                                            70,767            78,245
                                                                               ----------        ----------
           Total                                                                  169,062           186,323
                                                                               ----------        ----------
Current Liabilities:
  Currently maturing long-term debt                                               160,425           145,425
  Accounts payable:
    Associated companies                                                           42,638            31,349
    Other                                                                         132,151           136,528
  Customer deposits                                                                23,187            21,983
  Taxes accrued                                                                    39,282            37,413
  Interest accrued                                                                 40,675            56,837
  Nuclear refueling reserve                                                         7,026            22,627
  Obligations under capital leases                                                 38,086            37,773
  Other                                                                            72,911            86,653
                                                                               ----------        ----------
           Total                                                                  556,381           576,588
                                                                               ----------        ----------
Deferred Credits:
  Accumulated deferred income taxes                                             1,114,218         1,177,144
  Accumulated deferred investment tax credits                                     205,709           208,618
  Deferred River Bend finance charges                                              45,868            58,047
  Other                                                                           457,752           480,505
                                                                               ----------        ----------
           Total                                                                1,823,547         1,924,314
                                                                               ----------        ----------
Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                               $6,517,514        $6,861,058
                                                                              ===========       ===========
See Notes to Financial Statements.



                         ENTERGY GULF STATES, INC.
                         SELECTED OPERATING RESULTS
         For the Three Months and Six Months Ended June 30, 1996 and 1995
                                (Unaudited)
                                                       
                                    Three Months Ended Increase/    
           Description               1996      1995    (Decrease)   %
                                          (In Millions)
Electric Department Operating Revenues:
  Residential                       $ 141.9   $ 132.6     $ 9.3     7
  Commercial                          109.4      99.3      10.1    10
  Industrial                          177.0     145.2      31.8    22
  Governmental                          7.8       6.2       1.6    26
                                    -------   -------    ------
    Total retail                      436.1     383.3      52.8    14
  Sales for resale                                                      
     Associated companies               2.8      22.6     (19.8)  (88)
     Non-associated companies          21.2      15.8       5.4    34
  Other                                43.4      40.6       2.8     7
                                    -------   -------    ------
    Total Electric Department       $ 503.5   $ 462.3    $ 41.2     9
                                    =======   =======    ======             
Billed Electric Energy                                            
 Sales (Millions of KWh):                                         
  Residential                         1,821     1,754        67     4
  Commercial                          1,556     1,507        49     3
  Industrial                          4,163     3,677       486    13
  Governmental                          110        63        47    75
                                    -------   -------    ------
    Total retail                      7,650     7,001       649     9
  Sales for resale                                                      
     Associated companies                84     1,057      (973)  (92)
     Non-associated companies           678       548       130    24
                                    -------   -------    ------
    Total Electric Department         8,412     8,606      (194)   (2)
  Steam Department                      437       452       (15)   (3)
                                    -------   -------    ------
    Total                             8,849     9,058      (209)   (2)
                                    =======   =======    ======                
                                     
                                     Six Months Ended  Increase/    
           Description               1996      1995    (Decrease)   %
                                           (In Millions)
Electric Department Operating Revenues:
  Residential                       $ 276.6   $ 249.1    $ 27.5    11
  Commercial                          211.9     191.6      20.3    11
  Industrial                          337.6     287.5      50.1    17
  Governmental                         14.8      12.4       2.4    19
                                    -------   -------    ------
    Total retail                      840.9     740.6     100.3    14
  Sales for resale                                                      
     Associated companies               5.5      32.8     (27.3)  (83)
     Non-associated companies          40.2      30.6       9.6    31
  Other                                43.1      37.1       6.0    16
                                    -------   -------    ------
    Total Electric Department       $ 929.7   $ 841.1    $ 88.6    11
                                    =======   =======    ======             
Billed Electric Energy                                            
 Sales (Millions of KWh):                                         
  Residential                         3,645     3,315       330    10
  Commercial                          3,018     2,849       169     6
  Industrial                          8,064     7,347       717    10
  Governmental                          203       151        52    34
                                    -------   -------    ------
    Total retail                     14,930    13,662     1,268     9
  Sales for resale                                                      
     Associated companies               140     1,558    (1,418)  (91)
     Non-associated companies         1,178     1,021       157    15
                                    -------   -------    ------
    Total Electric Department        16,248    16,241         7     -
  Steam Department                      853       849         4     -
                                    -------   -------    ------
    Total                            17,101    17,090        11     -
                                    =======   =======    ======                
                                                        

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

Net Income
- ----------
   Net income increased for the three months ended June 30, 1996, due
primarily to a decrease in other operation and maintenance expenses.

  Net income increased for the six months ended June 30, 1996, as the
result of an increase in retail energy sales and a decrease in  other
operation  and  maintenance expenses and interest on long-term  debt,
partially offset by increased income taxes.

  Significant factors affecting the results of operations and causing
variances  between  the three months and six months  ended  June  30,
1996,  and  1995  are  discussed  under  "Revenues  and  Sales"   and
"Expenses" below.

Revenues and Sales
- ------------------
  The changes in electric operating revenues for the three months and
six months ended June 30, 1996, are as follows:

                           Three Months Ended      Six Months Ended
       Description         Increase/(Decrease)   Increase/(Decrease)
       -----------         -------------------   -------------------
                                         (In Millions)
                                                       
Change in base revenues       $(4.7)                   $(18.5)
Fuel cost recovery            51.4                      105.7
Sales volume/weather           2.4                       22.9
Other revenue (including       0.9                        0.3
  unbilled)
Sales for resale               1.2                        5.2
                              -----                    ------
Total                         $51.2                    $115.6
                              =====                    ======

   Electric operating revenues increased for the three months and six
months  ended June 30, 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 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.

Expenses
- --------
   Operating  expenses increased for the three months and six  months
ended  June  30,  1996,  due primarily to an  increase  in  fuel  and
purchased  power  expenses and higher taxes other than  income  taxes
partially  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 the result  of  increased
energy  sales.  See discussion in "Revenues and Sales" above.  Higher
gas  costs also contributed to the increase in fuel expenses.   Taxes
other than income taxes increased for the three months and six months
ended  June  30,  1996,  largely as a 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  as  discussed  in  Note 2.  Other  operation  and  maintenance
expenses decreased due to lower payroll expenses partially offset  by
a  1995  court settlement that reduced legal expenses.  Higher pretax
income  resulted in increased income tax expenses for the six  months
ended June 30, 1996.

   Interest on long-term debt decreased for the six months ended June
30,  1996, due to the retirement and refinancing of higher-cost long-
term debt during the current year.





            ENTERGY LOUISIANA, INC.
             STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1996 and 1995
                  (Unaudited)
                                                                                            
                                                          Three Months Ended                Six Months Ended
                                                       -------------------------         -------------------------
                                                         1996             1995             1996             1995
                                                       --------         --------         --------         --------
                                                             (In Thousands)                    (In Thousands)

Operating Revenues                                     $457,847         $406,575         $875,614         $760,037
                                                       --------         --------         --------         --------
Operating Expenses:
  Operation and maintenance:
    Fuel and fuel-related expenses                      100,662           59,551          191,342          111,601
    Purchased power                                     100,062           93,478          200,937          168,473
    Nuclear refueling outage expenses                     3,933            4,516            7,933            9,033
    Other operation and maintenance                      70,907           73,265          136,677          146,269
  Depreciation, amortization, and decommissioning        41,931           38,910           83,672           77,417
  Taxes other than income taxes                          18,246           14,332           37,980           30,048
  Income taxes                                           32,165           29,667           54,693           48,363
  Rate deferrals                                         (4,516)               -          (11,375)               -
  Amortization of rate deferrals                          6,886            6,886           13,546           13,546
                                                       --------         --------         --------         --------
        Total                                           370,276          320,605          715,405          604,750
                                                       --------         --------         --------         --------
Operating Income                                         87,571           85,970          160,209          155,287
                                                       --------         --------         --------         --------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                      249              539              526            1,103
  Miscellaneous - net                                       442              209              728              581
  Income taxes                                              (75)              37             (101)              12
                                                       --------         --------         --------         --------
        Total                                               616              785            1,153            1,696
                                                       --------         --------         --------         --------
Interest Charges:
  Interest on long-term debt                             31,062           32,512           61,779           65,084
  Other interest - net                                    2,163            1,660            4,499            3,745
  Allowance for borrowed funds used
   during construction                                     (423)            (499)            (831)            (990)
                                                       --------         --------         --------         --------
        Total                                            32,802           33,673           65,447           67,839
                                                       --------         --------         --------         --------
Net Income                                               55,385           53,082           95,915           89,144

Preferred Stock Dividend Requirements
  and Other                                               5,253            5,219           10,168           10,810
                                                       --------         --------         --------         --------
Earnings Applicable to Common Stock                     $50,132          $47,863          $85,747          $78,334
                                                      =========        =========        =========        =========
See Notes to Financial Statements.




                         ENTERGY LOUISIANA, INC.
                        STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 1996 and 1995
                               (Unaudited)
                                                                                     
                                                                                   1996          1995
                                                                                 --------      --------
                                                                                     (In Thousands)
Operating Activities:
  Net income                                                                      $95,915       $89,144
  Noncash items included in net income:
    Change in rate deferrals                                                       13,546        13,546
    Depreciation, amortization, and decommissioning                                83,672        77,417
    Deferred income taxes and investment tax credits                              (12,206)      (10,535)
    Allowance for equity funds used during construction                              (526)       (1,103)
  Changes in working capital:
    Receivables                                                                   (25,733)       (7,873)
    Accounts payable                                                                3,694         5,084
    Taxes accrued                                                                  40,291        27,686
    Interest accrued                                                               (5,901)       (2,216)
    Other working capital accounts                                                (14,593)      (30,279)
  Decommissioning trust contributions                                              (6,593)       (2,408)
  Other                                                                           (15,684)        1,264
                                                                                 --------      --------
    Net cash flow provided by operating activities                                155,882       159,727
                                                                                 --------      --------
Investing Activities:
  Construction expenditures                                                       (53,592)      (43,559)
  Allowance for equity funds used during construction                                 526         1,103
  Nuclear fuel purchases                                                                        (40,493)
  Proceeds from sale/leaseback of nuclear fuel                                                   40,493
                                                                                 --------      --------
    Net cash flow used in investing activities                                    (53,066)      (42,456)
                                                                                 --------      --------
Financing Activities:
  Proceeds from the issuance of first mortgage bonds                              113,994             -
  Retirement of:
    First mortgage bonds                                                         (130,000)            -
    Other long-term debt                                                             (233)          (69)
  Redemption of preferred stock                                                    (7,500)       (7,500)
  Changes in short-term borrowings - net                                          (27,386)       (9,344)
  Dividends paid:
    Common stock                                                                  (50,200)      (86,200)
    Preferred stock                                                               (10,072)      (10,743)
                                                                                 --------      --------
    Net cash flow used in financing activities                                   (111,397)     (113,856)
                                                                                 --------      --------
Net increase (decrease) in cash and cash equivalents                               (8,581)        3,415

Cash and cash equivalents at beginning of period                                   34,370        28,718
                                                                                 --------      --------
Cash and cash equivalents at end of period                                        $25,789       $32,133
                                                                                 ========      ========
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest - net of amount capitalized                                         $68,870       $67,432
     Income taxes                                                                 $48,729       $43,623
   Noncash investing and financing activities:
    Change in unrealized appreciation/depreciation of
        decommissioning trust assets                                              ($1,814)       $1,934

 See Notes to Financial Statements.




                         ENTERGY LOUISIANA, INC.
                              BALANCE SHEETS
                   June 30, 1996 and December 31, 1995
                               (Unaudited)
                                                                                       
                                                                                  1996              1995
                                                                               ----------        ----------
                                                                                     (In Thousands)
                                 ASSETS
Utility Plant:
  Electric                                                                     $4,927,904        $4,886,898
  Property under capital leases                                                   231,121           231,121
  Construction work in progress                                                    84,337            87,567
  Nuclear fuel under capital lease                                                 54,405            72,864
  Nuclear fuel                                                                      1,507             1,506
                                                                               ----------        ----------
           Total                                                                5,299,274         5,279,956

  Less - accumulated depreciation and amortization                              1,808,944         1,742,306
                                                                               ----------        ----------
           Utility plant - net                                                  3,490,330         3,537,650
                                                                               ----------        ----------
Other Property and Investments:
  Nonutility property                                                              20,060            20,060
  Decommissioning trust fund                                                       44,844            38,560
  Investment in subsidiary companies - at equity                                   14,230            14,230
  Other                                                                                 -             1,113
                                                                               ----------        ----------
           Total                                                                   79,134            73,963
                                                                               ----------        ----------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                            4,415             3,952
    Temporary cash investments - at cost,
      which approximates market                                                    21,374            30,418
                                                                               ----------        ----------
           Total cash and cash equivalents                                         25,789            34,370
  Accounts receivable:
    Customer (less allowance for doubtful accounts of
     $1.4 million in 1996 and 1995)                                                89,606            72,328
    Associated companies                                                            5,719             8,033
    Other                                                                           8,625             8,979
    Accrued unbilled revenues                                                      73,255            62,132
  Deferred fuel costs                                                              18,958            10,200
  Materials and supplies - at average cost                                         80,959            79,799
  Rate deferrals                                                                   12,063            25,609
  Deferred nuclear refueling outage costs                                          13,251            21,344
  Prepayments and other                                                            13,111             9,118
                                                                               ----------        ----------
           Total                                                                  341,336           331,912
                                                                               ----------        ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    SFAS 109 regulatory asset - net                                               304,955           301,520
    Unamortized loss on reacquired debt                                            39,596            39,474
    Other regulatory assets                                                        36,099            23,935
  Other                                                                            24,247            23,069
                                                                               ----------        ----------
           Total                                                                  404,897           387,998
                                                                               ----------        ----------
           TOTAL                                                               $4,315,697        $4,331,523
                                                                              ===========       ===========
See Notes to Financial Statements.




                         ENTERGY LOUISIANA, INC.
                              BALANCE SHEETS
                   June 30, 1996 and December 31, 1995
                               (Unaudited)
                                                                                       
                                                                                  1996              1995
                                                                               ----------        ----------
                                                                                      (In Thousands)
                     CAPITALIZATION AND LIABILITIES
Capitalization:
  Common stock, no 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                                                  (4,542)           (4,836)
  Retained earnings                                                               107,696            72,150
                                                                               ----------        ----------
           Total common shareholder's equity                                    1,192,054         1,156,214
  Preferred stock:
     Without sinking fund                                                         160,500           160,500
     With sinking fund                                                             92,509           100,009
  Long-term debt                                                                1,391,058         1,385,171
                                                                               ----------        ----------
           Total                                                                2,836,121         2,801,894
                                                                               ----------        ----------
Other Noncurrent Liabilities:
  Obligations under capital leases                                                 26,405            43,362
  Other                                                                            53,292            50,835
                                                                               ----------        ----------
           Total                                                                   79,697            94,197
                                                                               ----------        ----------
Current Liabilities:
  Currently maturing long-term debt                                                16,263            35,260
  Notes payable:
    Associated companies                                                           49,073            61,459
    Other                                                                               -            15,000
  Accounts payable:
    Associated companies                                                           32,137            37,494
    Other                                                                          78,973            69,922
  Customer deposits                                                                57,797            56,924
  Taxes accrued                                                                    58,903            18,612
  Accumulated deferred income taxes                                                   348             3,366
  Interest accrued                                                                 38,301            44,202
  Dividends declared                                                                4,907             5,149
  Obligations under capital leases                                                 28,000            28,000
  Other                                                                             7,749            17,397
                                                                               ----------        ----------
           Total                                                                  372,451           392,785
                                                                               ----------        ----------
Deferred Credits:
  Accumulated deferred income taxes                                               804,676           807,278
  Accumulated deferred investment tax credits                                     142,728           145,561
  Deferred interest - Waterford 3 lease obligation                                 24,344            23,947
  Other                                                                            55,680            65,861
                                                                               ----------        ----------
           Total                                                                1,027,428         1,042,647
                                                                               ----------        ----------
Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                               $4,315,697        $4,331,523
                                                                              ===========       ===========
See Notes to Financial Statements.


                          ENTERGY LOUISIANA, INC.
                        SELECTED OPERATING RESULTS
     For the Three Months and Six Months Ended June 30, 1996 and 1995
                                (Unaudited)
                                                       
                                    Three Months Ended Increase/    
           Description               1996      1995    (Decrease)   %
                                           (In Millions)
Electric Operating Revenues:                                       
  Residential                       $ 139.9   $ 132.9     $ 7.0     5
  Commercial                           90.5      85.4       5.1     6
  Industrial                          182.5     153.5      29.0    19
  Governmental                          8.3       7.8       0.5     6
                                    -------   -------    ------
    Total retail                      421.2     379.6      41.6    11
  Sales for resale                                                     
     Associated companies               0.5       0.2       0.3   150
     Non-associated companies          15.0      14.1       0.9     6
  Other                                21.1      12.7       8.4    66
                                    -------   -------    ------
    Total                           $ 457.8   $ 406.6    $ 51.2    13
                                    =======   =======    ======              
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                         1,788     1,787         1     -
  Commercial                          1,156     1,159        (3)    -
  Industrial                          4,399     4,247       152     4
  Governmental                          110       108         2     2
                                    -------   -------    ------
    Total retail                      7,453     7,301       152     2
  Sales for resale                                                     
     Associated companies                15         9         6    67
     Non-associated companies           280       360       (80)  (22)
                                    -------   -------    ------
    Total                             7,748     7,670        78     1
                                    =======   =======    ======                
                                     
                                     Six Months Ended  Increase/    
           Description               1996      1995    (Decrease)   %
                                            (In Millions)
Electric Operating Revenues:                                       
  Residential                       $ 275.2   $ 244.8    $ 30.4    12
  Commercial                          176.5     161.4      15.1     9
  Industrial                          358.1     302.4      55.7    18
  Governmental                         16.8      15.5       1.3     8
                                    -------   -------    ------
    Total retail                      826.6     724.1     102.5    14
  Sales for resale                                                     
     Associated companies               0.7       0.4       0.3    75
     Non-associated companies          29.4      24.5       4.9    20
  Other                                18.9      11.0       7.9    72
                                    -------   -------    ------
    Total                           $ 875.6   $ 760.0    $115.6    15
                                    =======   =======    ======               
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                         3,613     3,374       239     7
  Commercial                          2,248     2,178        70     3
  Industrial                          8,613     8,326       287     3
  Governmental                          225       218         7     3
                                    -------   -------    ------
    Total retail                     14,699    14,096       603     4
  Sales for resale                                                     
     Associated companies                18        19        (1)   (5)
     Non-associated companies           513       574       (61)  (11)
                                    -------   -------    ------
    Total                            15,230    14,689       541     4
                                    =======   =======    ======   
                                                       

                      ENTERGY MISSISSIPPI, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
Net Income
- ----------
  Net income increased for the three months and six months ended June
30, 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 and six months  ended  June  30,
1996,  and  1995  are  discussed  under  "Revenues  and  Sales"   and
"Expenses" below.

Revenues and Sales
- ------------------
  The changes in electric operating revenues for the three months and
six months ended June 30, 1996, are as follows:

                              Three Months Ended   Six Months Ended   
           Description        Increase/(Decrease) Increase/(Decrease) 
           -----------        ------------------- ------------------- 
                                           (In Millions)
                                                                         
     Change in base revenues       $(1.4)              $(2.2)            
     Grand Gulf rate rider           9.0                13.3              
     Fuel cost recovery              3.3                11.7              
     Sales volume/weather            4.1                 8.7              
     Other revenue (including        1.2                  -                
     unbilled)
     Sales for resale                8.1                16.2              
                                   -----               -----             
     Total                         $24.3               $47.7             
                                   =====               =====             

   Electric operating revenues increased for the three months and six
months  ended  June 30, 1996, due to increases in revenues  from  the
Grand  Gulf  1  rate rider, the fuel adjustment clause, and  electric
sales.   Revenues  from  the Grand Gulf I rate  rider  and  the  fuel
adjustment  clause do not affect net income.  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 and six months ended June 30, 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  more
severe  weather in 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.

Expenses
- --------
   Fuel  and purchased power expenses, taken together, increased  for
the  three months and six months ended June 30, 1996.  Fuel  expenses
increased  for  the  period  due  to higher  gas  prices  and  higher
generation  requirements  resulting  from  increased  energy   sales.
However,  as  the result of the lower cost of purchased  power,  more
power was purchased to meet the increased sales demand.

   Other  operation and maintenance expenses decreased for the  three
months  and  six  months ended June 30, 1996, as a  result  of  lower
payroll, contract work, and materials and supplies expenses.  Payroll
expenses  decreased as a result of the restructuring program  accrual
made  in  June  1995.  This restructuring program has resulted  in  a
reduction  in the number of Entergy Mississippi employees  throughout
1995  and  1996.   Contract work and materials and supplies  expenses
decreased  because  of  the  turbine  repairs  at  some  of   Entergy
Mississippi's generating plants in 1995.

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


   Income  taxes increased for the three months and six months  ended
June  30,  1996, primarily due to the 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.   See  Note 2 for  a  discussion  of  Entergy
Mississippi's deferral of the System Energy rate increase.

   The  amortization of rate deferrals increased for the three months
and six months ended June 30, 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 and Six Months Ended June 30, 1996 and 1995
                  (Unaudited)
                                                                                            
                                                          Three Months Ended                Six Months Ended
                                                       -------------------------         -------------------------
                                                         1996             1995             1996             1995
                                                       --------         --------         --------         --------
                                                             (In Thousands)                    (In Thousands)

Operating Revenues                                     $247,479         $223,156         $451,381         $403,715
                                                       --------         --------         --------         --------
Operating Expenses:
  Operation and maintenance:
    Fuel and fuel-related expenses                       48,080           33,550           87,826           63,939
    Purchased power                                      68,732           70,966          136,044          128,010
    Other operation and maintenance                      28,828           39,937           56,477           72,155
  Depreciation and amortization                          10,052            9,338           20,079           18,735
  Taxes other than income taxes                          11,148           10,494           20,733           21,083
  Income taxes                                           16,196           10,731           22,212           14,094
  Rate deferrals                                         (5,372)               -          (12,523)               -
  Amortization of rate deferrals                         28,728           15,348           54,992           30,637
                                                       --------         --------         --------         --------
        Total                                           206,392          190,364          385,840          348,653
                                                       --------         --------         --------         --------
Operating Income                                         41,087           32,792           65,541           55,062
                                                       --------         --------         --------         --------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                      370              269              643              528
  Miscellaneous - net                                       847              796              769              857
  Income taxes                                             (331)            (305)            (301)            (328)
                                                       --------         --------         --------         --------
        Total                                               886              760            1,111            1,057
                                                       --------         --------         --------         --------
Interest Charges:
  Interest on long-term debt                             11,517           11,856           22,556           22,948
  Other interest - net                                      934            1,352            1,874            3,258
  Allowance for borrowed funds used
   during construction                                     (297)            (234)            (521)            (439)
                                                       --------         --------         --------         --------
        Total                                            12,154           12,974           23,909           25,767
                                                       --------         --------         --------         --------

Net Income                                               29,819           20,578           42,743           30,352

Preferred Stock Dividend Requirements
 and Other                                                1,392            1,544            2,640            3,251
                                                       --------         --------         --------         --------
Earnings Applicable to Common Stock                     $28,427          $19,034          $40,103          $27,101
                                                      =========        =========        =========        =========
See Notes to Financial Statements.




                        ENTERGY MISSISSIPPI, INC.
                        STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 1996 and 1995
                               (Unaudited)

                                                                                    
                                                                                   1996          1995
                                                                                 --------      --------
                                                                                     (In Thousands)
Operating Activities:
  Net income                                                                      $42,743       $30,352
  Noncash items included in net income:
    Change in rate deferrals                                                       62,928        29,566
    Depreciation and amortization                                                  20,079        18,735
    Deferred income taxes and investment tax credits                              (15,472)       (7,196)
    Allowance for equity funds used during construction                              (643)         (528)
  Changes in working capital:
    Receivables                                                                   (25,853)      (19,922)
    Fuel inventory                                                                  1,752        (4,448)
    Accounts payable                                                               15,136        23,540
    Taxes accrued                                                                   1,132        (4,239)
    Interest accrued                                                               (2,646)          903
    Other working capital accounts                                                  2,985        (3,864)
  Other                                                                           (21,405)       11,856
                                                                                 --------      --------
    Net cash flow provided by operating activities                                 80,736        74,755
                                                                                 --------      --------
Investing Activities:
  Construction expenditures                                                       (42,256)      (34,388)
  Allowance for equity funds used during construction                                 643           528
                                                                                 --------      --------
    Net cash flow used in investing activities                                    (41,613)      (33,860)
                                                                                 --------      --------
Financing Activities:
  Proceeds from the issuance of
    general and refunding mortgage bonds                                                -         79,480
  Retirement of:
    General and refunding mortgage bonds                                                -       (20,000)
    First mortgage bonds                                                          (25,000)      (20,000)
    Other long-term debt                                                              (15)          (15)
  Redemption of preferred stock                                                    (9,876)       (8,000)
  Changes in short-term borrowings - net                                            2,209       (30,000)
  Dividends paid:
    Common stock                                                                  (17,000)      (16,400)
    Preferred stock                                                                (2,630)       (3,343)
                                                                                 --------      --------
    Net cash flow used in financing activities                                    (52,312)      (18,278)
                                                                                 --------      --------
Net increase (decrease) in cash and cash equivalents                              (13,189)       22,617

Cash and cash equivalents at beginning of period                                   16,945         9,598
                                                                                 --------      --------
Cash and cash equivalents at end of period                                         $3,756       $32,215
                                                                                 ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                          $25,928       $24,066
    Income taxes                                                                  $23,973       $15,431

See Notes to Financial Statements.




                        ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                   June 30, 1996 and December 31, 1995
                               (Unaudited)
                                                                                      
                                                                                  1996              1995
                                                                               ----------        ----------
                                                                                     (In Thousands)
                                 ASSETS
Utility Plant:
  Electric                                                                     $1,571,591        $1,559,955
  Construction work in progress                                                    68,110            55,443
                                                                               ----------        ----------
           Total                                                                1,639,701         1,615,398

  Less - accumulated depreciation and amortization                                615,636           613,712
                                                                               ----------        ----------
           Utility plant - net                                                  1,024,065         1,001,686
                                                                               ----------        ----------
Other Property and Investments:
  Investment in subsidiary companies - at equity                                    5,531             5,531
  Other                                                                             5,605             5,615
                                                                               ----------        ----------
           Total                                                                   11,136            11,146
                                                                               ----------        ----------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                            3,756             2,574
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                            -             3,248
        Other                                                                           -            11,123
                                                                               ----------        ----------
           Total cash and cash equivalents                                          3,756            16,945
  Accounts receivable:
    Customer (less allowance for doubtful accounts of
     $1.6 million in 1996 and 1995)                                                50,600            46,214
    Associated companies                                                            6,780             1,134
    Other                                                                           2,948             1,967
    Accrued unbilled revenues                                                      61,990            47,150
  Fuel inventory - at average cost                                                  4,929             6,681
  Materials and supplies - at average cost                                         19,658            19,233
  Rate deferrals                                                                  139,110           130,622
  Prepayments and other                                                             7,046            11,536
                                                                               ----------        ----------
           Total                                                                  296,817           281,482
                                                                               ----------        ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                                175,656           247,072
    SFAS 109 regulatory asset - net                                                10,231             6,445
    Unamortized loss on reacquired debt                                             9,679            10,105
    Other regulatory assets                                                        37,167            17,736
  Other                                                                             6,635             6,311
                                                                               ----------        ----------
           Total                                                                  239,368           287,669
                                                                               ----------        ----------
           TOTAL                                                               $1,571,386        $1,581,983
                                                                              ===========       ===========
See Notes to Financial Statements.




                        ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                   June 30, 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                                                    (143)             (218)
  Retained earnings                                                               254,566           231,463
                                                                               ----------        ----------
           Total common shareholder's equity                                      453,749           430,571
  Preferred stock:
     Without sinking fund                                                          57,881            57,881
     With sinking fund                                                              7,000            16,770
  Long-term debt                                                                  494,963           494,404
                                                                               ----------        ----------
           Total                                                                1,013,593           999,626
                                                                               ----------        ----------
Other Noncurrent Liabilities                                                        8,891            11,625
                                                                               ----------        ----------
Current Liabilities:
  Currently maturing long-term debt                                                36,015            61,015
  Notes payable - associated companies                                              2,209                 -
  Accounts payable:
    Associated companies                                                           26,167            24,391
    Other                                                                          45,460            32,100
  Customer deposits                                                                25,530            24,339
  Taxes accrued                                                                    29,771            28,639
  Accumulated deferred income taxes                                                57,335            54,090
  Interest accrued                                                                 19,188            21,834
  Other                                                                             4,407             6,875
                                                                               ----------        ----------
           Total                                                                  246,082           253,283
                                                                               ----------        ----------
Deferred Credits:
  Accumulated deferred income taxes                                               266,369           278,581
  Accumulated deferred investment tax credits                                      26,176            27,978
  Other                                                                            10,275            10,890
                                                                               ----------        ----------
           Total                                                                  302,820           317,449
                                                                               ----------        ----------
Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                               $1,571,386        $1,581,983
                                                                              ===========       ===========
See Notes to Financial Statements.


                           ENTERGY MISSISSIPPI, INC.
                          SELECTED OPERATING RESULTS
        For the Three Months and Six Months Ended June 30, 1996 and 1995
                                 (Unaudited)
                                                       
                                    Three Months Ended Increase/
           Description               1996      1995    (Decrease)   %
                                            (In Millions)
Electric Operating Revenues:                                       
  Residential                        $ 82.7    $ 74.5     $ 8.2    11
  Commercial                           66.8      63.3       3.5     6
  Industrial                           44.0      43.7       0.3     1
  Governmental                          7.1       6.8       0.3     4
                                    -------   -------    ------
    Total retail                      200.6     188.3      12.3     7
  Sales for resale                                                     
     Associated companies              13.0       6.0       7.0   117
     Non-associated companies           6.4       5.4       1.0    19
  Other                                27.5      23.5       4.0    17
                                    -------   -------    ------
    Total                           $ 247.5   $ 223.2    $ 24.3    11
                                    =======   =======    ======             
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                           972       884        88    10
  Commercial                            830       794        36     5
  Industrial                            736       740        (4)   (1)
  Governmental                           83        80         3     4
                                    -------   -------    ------
    Total retail                      2,621     2,498       123     5
  Sales for resale                                                     
     Associated companies               301       100       201   201
     Non-associated companies           167       176        (9)   (5)
                                    -------   -------    ------
    Total                             3,089     2,774       315    11
                                    =======   =======    ======               
                                     
                                     Six Months Ended  Increase/    
           Description               1996      1995    (Decrease)   %
                                           (In Millions)
Electric Operating Revenues:                                       
  Residential                       $ 160.2   $ 141.6    $ 18.6    13
  Commercial                          129.0     118.8      10.2     9
  Industrial                           84.8      83.9       0.9     1
  Governmental                         14.0      13.3       0.7     5
                                    -------   -------    ------
    Total retail                      388.0     357.6      30.4     9
  Sales for resale                                                     
     Associated companies              26.8      12.6      14.2   113
     Non-associated companies          11.7       9.6       2.1    22
  Other                                24.9      23.9       1.0     4
                                    -------   -------    ------
    Total                           $ 451.4   $ 403.7    $ 47.7    12
                                    =======   =======    ======             
Billed Electric Energy                                             
 Sales (Millions of KWh):                                          
  Residential                         2,027     1,817       210    12
  Commercial                          1,608     1,518        90     6
  Industrial                          1,429     1,464       (35)   (2)
  Governmental                          164       158         6     4
                                    -------   -------    ------
    Total retail                      5,228     4,957       271     5
  Sales for resale                                                     
     Associated companies               570       259       311   120
     Non-associated companies           284       316       (32)  (10)
                                    -------   -------    ------
    Total                             6,082     5,532       550    10
                                    =======   =======    ======   

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

Net Income
- ----------
   Net income increased for the three months ended June 30, 1996, due
primarily  to higher gas revenues and for the six months  ended  June
30,  1996,  principally  due  to  the recording  of  additional  rate
deferrals.

  Significant factors affecting the results of operations and causing
variances  between the three months ended and six months  ended  June
30,  1996,  and  1995 are discussed under "Revenues  and  Sales"  and
"Expenses" below.

Revenues and Sales
- ------------------
  The changes in electric operating revenues for the three months and
six months ended June 30, 1996, are as follows:

                              Three Months Ended    Six Months Ended
             Description      Increase/(Decrease)  Increase/(Decrease)
             -----------      -------------------  -------------------
                                           (In Millions)
                                                     
   Change in base revenues        $2.1                  $(3.4)
   Fuel cost recovery              7.2                   13.9
   Sales volume/weather           (3.2)                  (0.2)
   Other revenue (including        1.6                   (1.6)
   unbilled)
   Sales for resale                0.9                    2.1
                                  -----                 -----
   Total                          $8.6                  $10.8
                                  =====                 =====

   Electric operating revenues increased for the three months and six
months  ended  June  30, 1996, mainly due to  the  increase  in  fuel
adjustment  revenues.   Fuel  adjustment revenues  increased  due  to
higher  fuel  prices during the first six months of 1996  and  higher
purchased  power expenses during the first three months of the  year.
Retail  sales  decreased for both the three  months  and  six  months
primarily  as  the  result  of  decreases  in  industrial  sales  due
principally  to  a significant reduction in electricity  usage  by  a
large  customer.   For  the  six months ended  June  30,  1996,  this
decrease  was partially offset by an increase in sales due to  colder
weather.

   For  the  three  months and six months ended June  30,  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  June  30,
1996,  due  primarily to increases in fuel expenses and gas purchased
for  resale, partially offset by the recording of rate deferrals  and
the  reduced amortization of previous deferrals in 1996.  These  same
factors  together with higher purchased power expenses in  the  first
three  months of 1996 are the principal reasons for the increases  in
operating  expenses  for the six months ended June  30,  1996.   Fuel
expenses increased due to significantly higher prices for gas used in
generation  as a result of widespread cold weather in the  first  few
months  of  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
expenses  decreased for the three months ended June 30,  1996,  as  a
result  of  a  decrease in the price of power  purchased.   The  rate
deferrals recorded were associated with the deferral of a portion  of
the  System Energy rate increase being billed to Entergy New  Orleans
and  the deferral of costs related to least cost planning, which  are
expected  to  be  recovered  in future  rates.   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 and Six Months Ended June 30, 1996 and 1995
                  (Unaudited)
                                                                                            
                                                          Three Months Ended                Six Months Ended
                                                       -------------------------         -------------------------
                                                         1996             1995             1996             1995
                                                       --------         --------         --------         --------
                                                             (In Thousands)                    (In Thousands)

Operating Revenues:
  Electric                                             $105,701          $97,070         $185,992         $175,210
  Natural gas                                            22,128           15,596           64,725           46,342
                                                       --------         --------         --------         --------
        Total                                           127,829          112,666          250,717          221,552
                                                       --------         --------         --------         --------
Operating Expenses:
  Operation and maintenance:
    Fuel, fuel-related expenses,
     and gas purchased for resale                        31,584           14,461           73,020           45,439
    Purchased power                                      41,302           44,245           80,041           73,927
    Other operation and maintenance                      19,065           17,162           35,489           33,915
  Depreciation and amortization                           5,011            4,786            9,982            9,614
  Taxes other than income taxes                           6,757            6,607           13,620           13,834
  Income taxes                                            5,296            4,920            9,281            8,195
  Rate deferrals                                         (1,384)               -           (7,177)               -
  Amortization of rate deferrals                          5,886            7,985           10,382           13,265
                                                       --------         --------         --------         --------

Operating Income                                         14,312           12,500           26,079           23,363
                                                       --------         --------         --------         --------
Other Income (Deductions):
  Allowance for equity funds used
    during construction                                      81               35              155               61
  Miscellaneous - net                                       288               73            1,062              489
  Income taxes                                             (111)             (28)            (409)            (188)
                                                       --------         --------         --------         --------
        Total                                               258               80              808              362
                                                       --------         --------         --------         --------
Interest Charges:
  Interest on long-term debt                              3,953            3,544            8,012            7,873
  Other interest - net                                      320              375              602              967
  Allowance for borrowed funds used
    during construction                                     (63)             (27)            (122)             (48)
                                                       --------         --------         --------         --------
        Total                                             4,210            3,892            8,492            8,792
                                                       --------         --------         --------         --------
Net Income                                               10,360            8,688           18,395           14,933

Preferred Stock Dividend Requirements
  and Other                                                 241              317              482              717
                                                       --------         --------         --------         --------
Earnings Applicable to Common Stock                     $10,119           $8,371          $17,913          $14,216
                                                      =========        =========        =========        =========
See Notes to Financial Statements.




                        ENTERGY NEW ORLEANS, INC.
                        STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 1996 and 1995
                               (Unaudited)
                                                                                    
                                                                                   1996          1995
                                                                                 --------      --------
                                                                                     (In Thousands)
Operating Activities:
  Net income                                                                      $18,395       $14,933
  Noncash items included in net income:
    Change in rate deferrals                                                       15,972        13,452
    Depreciation and amortization                                                   9,982         9,614
    Deferred income taxes and investment tax credits                                1,167        (1,202)
    Allowance for equity funds used during construction                              (155)          (61)
  Changes in working capital:
    Receivables                                                                     1,102        (7,972)
    Accounts payable                                                               (3,571)       13,145
    Taxes accrued                                                                   2,295          (999)
    Interest accrued                                                                 (501)         (594)
    Income tax refund                                                                   -            704
    Other working capital accounts                                                (19,728)      (16,015)
  Other                                                                            (9,992)      (10,465)
                                                                                 --------      --------
    Net cash flow provided by operating activities                                 14,966        14,540
                                                                                 --------      --------
Investing Activities:
  Construction expenditures                                                       (17,991)       (8,738)
  Allowance for equity funds used during construction                                 155            61
                                                                                 --------      --------
    Net cash flow used in investing activities                                    (17,836)       (8,677)
                                                                                 --------      --------
Financing Activities:
  Proceeds from the issuance of general and refunding mortgage bonds               39,608        29,805
  Retirement of:
    First mortgage bonds                                                          (23,250)            -
    General and refunding mortgage bonds                                          (30,000)      (24,200)
  Redemption of preferred stock                                                         -        (1,500)
  Dividends paid:
    Common stock                                                                  (18,900)       (5,800)
    Preferred stock                                                                  (482)         (775)
                                                                                 --------      --------
   Net cash flow used in financing activities                                     (33,024)       (2,470)
                                                                                 --------      --------
Net increase (decrease) in cash and cash equivalents                              (35,894)        3,393

Cash and cash equivalents at beginning of period                                   49,746         8,031
                                                                                 --------      --------
Cash and cash equivalents at end of period                                        $13,852       $11,424
                                                                                 ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                           $8,698        $9,056
    Income Taxes                                                                   $6,299       $10,465

See Notes to Financial Statements.




                        ENTERGY NEW ORLEANS, INC.
                              BALANCE SHEET
                   June 30, 1996 and December 31, 1995
                               (Unaudited)
                                                                                      
                                                                                  1996              1995
                                                                               ----------        ----------
                                                                                      (In Thousands)
                                 ASSETS
Utility Plant:
  Electric                                                                       $493,007          $483,581
  Natural gas                                                                     122,138           121,083
  Construction work in progress                                                    19,080            17,525
                                                                               ----------        ----------
           Total                                                                  634,225           622,189

  Less - accumulated depreciation and amortization                                340,587           335,021
                                                                               ----------        ----------
           Utility plant - net                                                    293,638           287,168
                                                                               ----------        ----------
Other Property and Investments:
  Investment in subsidiary companies - at equity                                    3,259             3,259
                                                                               ----------        ----------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                            2,332             1,693
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                        5,838            10,860
        Other                                                                       5,682            37,193
                                                                               ----------        ----------
           Total cash and cash equivalents                                         13,852            49,746
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $0.5 million in 1996 and $0.8 million in 1995)                             27,046            29,168
    Associated companies                                                               36               551
    Other                                                                             711               843
    Accrued unbilled revenues                                                      18,909            17,242
  Deferred electric fuel and resale gas costs                                      12,954             2,647
  Materials and supplies - at average cost                                          9,512             8,950
  Rate deferrals                                                                   36,849            35,191
  Prepayments and other                                                             9,941             4,529
                                                                               ----------        ----------
           Total                                                                  129,810           148,867
                                                                               ----------        ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                                120,286           137,916
    SFAS 109 regulatory asset - net                                                 7,941             6,813
    Unamortized loss on reacquired debt                                             1,776             1,932
    Other regulatory assets                                                        11,576             9,204
  Other                                                                             1,352             1,047
                                                                               ----------        ----------
           Total                                                                  142,931           156,912
                                                                               ----------        ----------
           TOTAL                                                                 $569,638          $596,206
                                                                              ===========       ===========
See Notes to Financial Statements.




                        ENTERGY NEW ORLEANS, INC.
                              BALANCE SHEETS
                   June 30, 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                                  80,274            81,261
                                                                               ----------        ----------
           Total common shareholder's equity                                      150,312           151,311
  Preferred stock - without sinking fund                                           19,780            19,780
  Long-term debt                                                                  168,855           155,958
                                                                               ----------        ----------
           Total                                                                  338,947           327,049
                                                                               ----------        ----------
Other Noncurrent Liabilities                                                       17,700            17,745
                                                                               ----------        ----------
Current Liabilities:
  Currently maturing long-term debt                                                12,000            38,250
  Accounts payable:
    Associated companies                                                           15,077            13,851
    Other                                                                          19,877            24,674
  Customer deposits                                                                18,496            18,214
  Accumulated deferred income taxes                                                16,984             9,174
  Taxes accrued                                                                     7,849             5,554
  Interest accrued                                                                  4,610             5,111
  Other                                                                            10,375            14,345
                                                                               ----------        ----------
           Total                                                                  105,268           129,173
                                                                               ----------        ----------
Deferred Credits:
  Accumulated deferred income taxes                                                76,496            81,654
  Accumulated deferred investment tax credits                                       8,300             8,618
  Other                                                                            22,927            31,967
                                                                               ----------        ----------
           Total                                                                  107,723           122,239
                                                                               ----------        ----------
Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                                 $569,638          $596,206
                                                                               ==========        ==========
See Notes to Financial Statements.



                         ENTERGY NEW ORLEANS, INC.
                        SELECTED OPERATING RESULTS
     For the Three Months and Six Months Ended June 30, 1996 and 1995
                                (Unaudited)
                                                       
                                                       
                                    Three Months Ended  Increase/
           Description               1996      1995    (Decrease)   %
                                           (In Millions)
Electric Operating Revenues:                                         
  Residential                        $ 33.8    $ 31.0     $ 2.8     9
  Commercial                           36.1      35.4       0.7     2
  Industrial                            6.2       5.6       0.6    11
  Governmental                         13.8      12.8       1.0     8
                                    -------   -------    ------
    Total retail                       89.9      84.8       5.1     6
  Sales for resale                                                     
     Associated companies               0.5       0.0       0.5     -
     Non-associated companies           2.9       2.4       0.5    21
  Other                                12.4       9.9       2.5    25
                                    -------   -------    ------
    Total                           $ 105.7    $ 97.1     $ 8.6     9
                                    =======   =======    ======               
Billed Electric Energy                                               
 Sales (Millions of KWh):                                            
  Residential                           451       473       (22)   (5)
  Commercial                            504       521       (17)   (3)
  Industrial                            120       146       (26)  (18)
  Governmental                          230       248       (18)   (7)
                                    -------   -------    ------
    Total retail                      1,305     1,388       (83)   (6)
  Sales for resale                                                     
     Associated companies                14         2        12   600
     Non-associated companies            74        76        (2)   (3)
                                    -------   -------    ------
    Total                             1,393     1,466       (73)   (5)
                                    =======   =======    ======               
                                     
                                     Six Months Ended  Increase/    
           Description               1996      1995    (Decrease)   %
                                            (In Millions)
Electric Operating Revenues:                                         
  Residential                        $ 61.1    $ 52.8     $ 8.3    16
  Commercial                           69.3      67.9       1.4     2
  Industrial                           11.8      10.7       1.1    10
  Governmental                         26.1      23.5       2.6    11
                                    -------   -------    ------
    Total retail                      168.3     154.9      13.4     9
  Sales for resale                                                     
     Associated companies               2.3       1.3       1.0    77
     Non-associated companies           5.4       4.3       1.1    26
  Other                                10.0      14.7      (4.7)  (32)
                                    -------   -------    ------
    Total                           $ 186.0   $ 175.2    $ 10.8     6
                                    =======   =======    ======               
Billed Electric Energy                                               
 Sales (Millions of KWh):                                            
  Residential                           842       825        17     2
  Commercial                            969       962         7     1
  Industrial                            231       269       (38)  (14)
  Governmental                          442       458       (16)   (3)
                                    -------   -------    ------
    Total retail                      2,484     2,514       (30)   (1)
  Sales for resale                                                     
     Associated companies                59        68        (9)  (13)
     Non-associated companies           126       136       (10)   (7)
                                    -------   -------    ------
    Total                             2,669     2,718       (49)   (2)
                                    =======   =======    ======                
                                                       

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

Net Income
- ----------
  Net income for the three months and six months ended June 30, 1996,
remained relatively unchanged as compared to the same period in 1995.

  Significant factors affecting the results of operations and causing
variances  between  the three months and six months  ended  June  30,
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 increased slightly for the three months and six
months ended June 30, 1996, due primarily to an increase in fuel  and
fuel-related  expenses and increased depreciation, amortization,  and
decommissioning  expenses offset by a decrease in  nuclear  refueling
outage expenses as discussed under "Expenses" below.  The increase in
fuel  and fuel-related expenses is due to a refueling outage in 1995.
The  increase  in  decommissioning costs and  depreciation  rates  is
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 and six  months
ended  June  30,  1996, due to an increase in fuel  and  fuel-related
expenses   and   depreciation,  amortization,   and   decommissioning
expenses.   These  increases were offset by  a  decrease  in  nuclear
refueling outage expenses.  Fuel and fuel-related expenses,  as  well
as depreciation, amortization, and decommissioning expenses increased
for  the  reasons  stated above.  The decrease in  nuclear  refueling
outage  expenses  was  attributed to the effect of  refueling  outage
expenses  incurred in 1995 and the absence of a refueling  outage  to
date in 1996.  Other operation and maintenance expenses increased for
the  three  months  ended  June 30, 1996,  primarily  due  to  timing
differences in accounting for maintenance expenditures.





         SYSTEM ENERGY RESOURCES, INC.
             STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1996 and 1995
                  (Unaudited)
                                                                                            
                                                          Three Months Ended                Six Months Ended
                                                       -------------------------         -------------------------
                                                         1996             1995             1996             1995
                                                       --------         --------         --------         --------
                                                             (In Thousands)                    (In Thousands)

Operating Revenues                                     $160,369         $158,632         $316,793         $310,296
                                                       --------         --------         --------         --------
Operating Expenses:
  Operation and maintenance:
    Fuel and fuel-related expenses                       12,171            3,561           25,011           15,896
    Nuclear refueling outage expenses                         -           19,005                -           21,286
    Other operation and maintenance                      26,591           23,803           48,332           48,902
  Depreciation, amortization, and decommissioning        32,014           24,535           64,013           49,933
  Taxes other than income taxes                           6,699            7,024           13,605           14,198
  Income taxes                                           21,192           19,414           41,884           38,719
                                                       --------         --------         --------         --------
        Total                                            98,667           97,342          192,845          188,934
                                                       --------         --------         --------         --------
Operating Income                                         61,702           61,290          123,948          121,362
                                                       --------         --------         --------         --------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                      297              552              647            1,032
  Miscellaneous - net                                       627            1,017            1,466            1,742
  Income taxes                                              201              501             (114)           1,052
                                                       --------         --------         --------         --------
        Total                                             1,125            2,070            1,999            3,826
                                                       --------         --------         --------         --------
Interest Charges:
  Interest on long-term debt                             37,021           38,162           74,974           75,596
  Other interest - net                                    2,707            1,984            4,698            4,317
  Allowance for borrowed funds used
   during construction                                     (283)            (588)            (637)          (1,092)
                                                       --------         --------         --------         --------
        Total                                            39,445           39,558           79,035           78,821
                                                       --------         --------         --------         --------
Net Income                                              $23,382          $23,802          $46,912          $46,367
                                                      =========        =========        =========        =========
See Notes to Financial Statements.





                      SYSTEM ENERGY RESOURCES, INC.
                        STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 1996 and 1995
                               (Unaudited)
                                                                                    
                                                                                   1996          1995
                                                                                 --------      --------
                                                                                     (In Thousands)
Operating Activities:
  Net income                                                                      $46,912       $46,367
  Noncash items included in net income:
    Depreciation, amortization, and decommissioning                                64,013        49,933
    Deferred income taxes and investment tax credits                              (16,354)       (7,335)
    Allowance for equity funds used during construction                              (647)       (1,032)
  Changes in working capital:
    Receivables                                                                    (2,835)      (60,206)
    Accounts payable                                                                 (967)         (181)
    Taxes accrued                                                                  17,497        14,062
    Interest accrued                                                                9,192         3,127
    Other working capital accounts                                                 (3,531)      (22,710)
  Decommissioning trust contributions                                              (9,073)       (2,696)
  FERC Settlement - refund obligation                                              (1,942)            -
  Provision for estimated losses and reserves                                      23,932             -
  Other                                                                             3,151        32,074
                                                                                 --------      --------
    Net cash flow provided by operating activities                                129,348        51,403
                                                                                 --------      --------
Investing Activities:
  Construction expenditures                                                        (3,624)      (17,178)
  Allowance for equity funds used during construction                                 647         1,032
  Nuclear fuel purchases                                                           (1,135)      (52,188)
  Proceeds from sale/leaseback of nuclear fuel                                        402        52,188
                                                                                 --------      --------
    Net cash flow used in investing activities                                     (3,710)      (16,146)
                                                                                 --------      --------
Financing Activities:
  Proceeds from the issuance of long-term debt                                     89,192        43,538
  Retirement of long-term debt                                                    (92,700)      (45,320)
  Changes in short-term borrowings - net                                           (2,990)            -
  Common stock dividends paid                                                     (46,300)      (47,600)
                                                                                 --------      --------
    Net cash flow used in financing activities                                    (52,798)      (49,382)
                                                                                 --------      --------
Net  increase (decrease) in cash and cash equivalents                              72,840       (14,125)

Cash and cash equivalents at beginning of period                                      240        89,703
                                                                                 --------      --------

Cash and cash equivalents at end of period                                        $73,080       $75,578
                                                                                 ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                          $66,790       $72,647
    Income taxes                                                                  $30,944       $23,659
  Noncash investing and financing activities:
    Change in unrealized appreciation/depreciation of
    decommissioning trust assets                                                  ($1,055)       $2,589

See Notes to Financial Statements.




                      SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                   June 30, 1996 and December 31, 1995
                               (Unaudited)
                                                                                      
                                                                                  1996              1995
                                                                               ----------        ----------
                                                                                      (In Thousands)
                                 ASSETS
Utility Plant:
  Electric                                                                     $2,997,125        $2,977,303
  Electric plant under lease                                                      446,701           444,305
  Construction work in progress                                                    15,958            35,946
  Nuclear fuel under capital lease                                                 53,664            71,374
                                                                               ----------        ----------
           Total                                                                3,513,448         3,528,928

  Less - accumulated depreciation and amortization                                917,387           861,752
                                                                               ----------        ----------
           Utility plant - net                                                  2,596,061         2,667,176
                                                                               ----------        ----------
Other Property and Investments:
  Decommissioning trust fund                                                       50,020            40,927
                                                                               ----------        ----------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                              141               240
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                       36,963                 -
        Other                                                                      35,976                 -
                                                                               ----------        ----------
           Total cash and cash equivalents                                         73,080               240
  Accounts receivable:
    Associated companies                                                           76,969            72,458
    Other                                                                           3,161             4,837
  Materials and supplies - at average cost                                         66,651            67,661
  Prepayments and other                                                            19,065            16,050
                                                                               ----------        ----------
           Total                                                                  238,926           161,246
                                                                               ----------        ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    SFAS 109 regulatory asset - net                                               277,253           291,181
    Unamortized loss on reacquired debt                                            54,574            52,702
    Other regulatory assets                                                       200,001           203,731
  Other                                                                            14,607            14,049
                                                                               ----------        ----------
           Total                                                                  546,435           561,663
                                                                               ----------        ----------
           TOTAL                                                               $3,431,442        $3,431,012
                                                                               ==========        ==========
See Notes to Financial Statements.




                      SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                   June 30, 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                                                                86,532            85,920
                                                                               ----------        ----------
           Total common shareholder's equity                                      875,882           875,277
  Long-term debt                                                                1,471,336         1,219,917
                                                                               ----------        ----------
           Total                                                                2,347,218         2,095,194
                                                                               ----------        ----------
Other Noncurrent Liabilities:
  Obligations under capital leases                                                 25,664            44,107
  Other                                                                            41,745            16,068
                                                                               ----------        ----------
           Total                                                                   67,409            60,175
                                                                               ----------        ----------
Current Liabilities:
  Currently maturing long-term debt                                                     -           250,000
  Notes payable - associated companies                                                  -             2,990
  Accounts payable:
    Associated companies                                                           24,248            17,458
    Other                                                                          11,305            19,063
  Taxes accrued                                                                    90,145            72,648
  Interest accrued                                                                 45,935            36,743
  Obligations under capital lease                                                  28,000            28,000
  Other                                                                             2,688             4,211
                                                                               ----------        ----------
           Total                                                                  202,321           431,113
                                                                               ----------        ----------
Deferred Credits:
  Accumulated deferred income taxes                                               571,846           602,182
  Accumulated deferred investment tax credits                                     105,381           107,119
  FERC Settlement - refund obligation                                              54,906            56,848
  Other                                                                            82,361            78,381
                                                                               ----------        ----------
           Total                                                                  814,494           844,530
                                                                               ----------        ----------
Commitments and Contingencies (Notes 1 and 2)

           TOTAL                                                               $3,431,442        $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.  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  rescind  or
terminate  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  in  the
case  have been heard.  The trial of the second portion of  the  suit
was  previously scheduled to begin on July 2, 1996 but was  postponed
due  to  the proposed settlement of the Cajun and Entergy Gulf States
disputes.   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  six  months  ended  June  30,  1996,   was
approximately  $32.1 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 $22.8 million as of June 30,
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 the Form 10-K for additional information regarding
the   Cajun  litigation,  Cajun's  bankruptcy  proceedings,   related
filings,  and  the  ongoing potential effects of these  matters  upon
Entergy Gulf States.

   In its 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 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.   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 in  principle
to  a  settlement  of  all disputes between Cajun  and  Entergy  Gulf
States.   The  terms include, but are not limited to, the  following:
(i)  Cajun's 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  the
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 orders issued on August 3, 1995, and  October  2,
1995, Cajun would owe Entergy Gulf States approximately $67.4 million
as  of  June 30, 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 $151.0 million as of June 30, 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 $103.1 million as of June 30, 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  $140.6
million  as of June 30, 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" 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  the 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 the Form 10-K for information on nuclear liability,
property  and  replacement power insurance, related NRC  regulations,
the  disposal  of  spent  nuclear fuel, other high-level  radioactive
waste,  and  decommissioning costs associated with ANO,  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)

   Cracks  in  certain steam generator tubes at ANO 2 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 by 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  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.  A decision as to  the
repair  or replacement of ANO 2's steam generators is anticipated  in
late  1996 or early 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  PCBs  for  which  Entergy  Arkansas  bears   some
responsibility.   Entergy  Arkansas,  voluntarily,  at  its  expense,
completed  remediation at this site and at a nearby substation  site.
Entergy  Arkansas 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  does  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 the Form  10-K  for  additional
information on the PCB contamination at the two 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 June 30, 1996, $8.0 million has been expended on the clean-
up.   As  of June 30, 1996, a remaining recorded liability of   $21.6
million  existed  relating to the clean-up  of  the  sites  at  which
Entergy  Gulf  States  has been designated a potentially  responsible
party.   See "Environmental Regulation" in Item 1 of Part  I  of  the
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
wastewater  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 $9.8 million existed at June  30,
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 $6.7 million as of June 30,
1996.

(Entergy Integrated Solutions, Inc.)

  In June 1996, EIS closed its Pelzer, South Carolina facility, which
had been leased from a third party since June 1995.  EIS subsequently
was  advised that solid wastes were improperly buried on  the  leased
property.   EIS  conducted  an  investigation  which  confirmed   the
presence  of  buried  lighting  ballasts  on  adjacent  property  and
disclosed   the  possible  burial  of  light  bulb  waste  containing
hazardous  substances under the building on the leased property.   It
appears  that  the  material was buried prior to the  time  that  EIS
leased the premises.  A report has been provided to the Environmental
Protection Agency and to the South Carolina Department of Health  and
Environmental  Control.   Based on its investigation,  EIS  does  not
believe  that  it  is  liable  for costs of  remediating  the  leased
premises.   Preliminary estimates of the cost  of  remediation  range
from $600,000 to $880,000.

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 the 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.  System Energy was in
compliance with the above covenants at June 30, 1996.  See Note 8  to
the 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 the 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  June  30, 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 $272 million, respectively.   Allowed
Deferrals   were  approximately  $80  million,  net  of   taxes   and
amortization, as of June 30, 1996. Entergy Gulf States  estimates  it
has  collected approximately $193 million of revenues as of June  30,
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, net of tax, 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 June 30, 1996, a net of tax write-off of  up  to
$284  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,
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  the 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 appealed to the
Louisiana  Supreme  Court  the 1994 LPSC order  for  an  annual  rate
reduction  of  $12.7  million.   During  the  appeal,  a  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, remained in effect.   On  July  2,
1996,  the  Louisiana Supreme Court ruled on the appeal.   The  Court
found that the LPSC ruled incorrectly on the treatment of the initial
balance   of   unbilled   revenues  and  the  revenue   annualization
adjustment.  As a result, Entergy Gulf States will not be required to
refund  the  $8.3 million.  The case, which included  other  disputed
matters, was remanded to the LPSC for further proceedings.

  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.  The ALJ issued a preliminary decision on  May
28,  1996,  and  a decision is expected from the LPSC  in  the  third
quarter of 1996.

  On May 31, 1996, Entergy Gulf States filed its second required post-
Merger  earnings  analysis with the LPSC.  On  June  1,  1996,  a  $5
million annual rate reduction based on the earnings filing went  into
effect.  Hearings on this filing are scheduled for November 1996.

(Entergy Corporation and Entergy Louisiana)

  See Note 2 in the 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.

   The  property tax exemption for Waterford 3 ended in December 1995
and  Entergy  Louisiana  will be required to  pay  $21.5  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 allowed 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  is
recovering deferred costs annually of approximately $28.4 million.

   On  April 15, 1996, Entergy Louisiana filed its performance  based
formula rate plan for the 1995 test year with the LPSC.  On June  19,
1996,  the LPSC approved a $12 million annual reduction in base rates
effective July 1, 1996.  This reduction was based upon the 1995  test
year  results under the formula rate plan and the expiration  of  the
Waterford  3 phase-in-plan discussed above, partially offset  by  the
recovery  of  the  property  taxes on Waterford  3  and  the  related
deferral discussed above.

   Other  issues  under the formula rate plan remain  unresolved  and
could  result in an additional rate reduction retroactive to July  1,
1996, that is not expected to exceed $10 million.  Additionally,  the
LPSC  has  indicated  that  it  will initiate  a  review  of  Entergy
Louisiana's  allowed  return on equity.  No procedural  schedule  has
been established for this review.

Filings with the PUCT  (Entergy Corporation and Entergy Gulf States)
- ---------------------
   On December 6, 1995, Entergy Gulf States filed a petition with the
PUCT for reconciliation of fuel and purchased power expenses for  the
period  January 1, 1994, through June 30, 1995.  Entergy Gulf  States
believes  that  there was an under-recovered fuel balance,  including
interest,  of $22.4 million as of June 1995.  Hearings are  scheduled
to  begin in August 1996.  Management is unable to predict the  final
outcome of this proceeding.

   In  accordance with the Merger agreement, Entergy Gulf  States  is
required  to  file a rate proceeding with the PUCT in November  1996.
However, in April 1996, certain cities served by Entergy Gulf  States
(Cities)  instituted investigations of the reasonableness of  Entergy
Gulf  States' rates.  In May 1996, the Cities agreed to forego  their
investigation  based on the assurance that any rate decrease  ordered
in  the November 1996 filing will be retroactive to June 1, 1996, and
accrue interest until refunded.  The agreement further provides  that
no  base rate increase will be retroactive.  Management is unable  to
predict the final outcome of this proceeding.

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.  Management has elected to record a reserve for a portion  of
the  rate  increase.  Hearings on System Energy's  request  began  in
January 1996 and were completed in February 1996.  On July 11,  1996,
the  ALJ  issued an initial decision in this proceeding  that  agreed
with certain of System Energy's proposals, while rejecting a proposed
increase  in  return  on  common equity  and  recommending  a  slight
decrease.   The  ALJ  also  rejected  the  proposed  change  in   the
decommissioning  cost  methodology.   The  decision  of  the  ALJ  is
preliminary and may be modified in the final decision from FERC which
is  expected  in  the  first quarter of 1997.  Management  is  unable
predict the final outcome of the rate increase request, or the amount
of any refunds in excess of reserves that may be required.

(Entergy Mississippi)

   Entergy  Mississippi's  allocation of the proposed  System  Energy
wholesale  rate increase is $21.6 million annually.   In  July  1995,
Entergy  Mississippi filed a schedule with the MPSC that  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 final  amount  of  the
deferred rate increase is to be amortized over 48 months beginning in
October 1998.

(Entergy New Orleans)

   Entergy  New  Orleans'  allocation of the proposed  System  Energy
wholesale rate increase is $11.1 million annually.  In February 1996,
Entergy New Orleans filed a plan with the Council 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 the 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.  On  April  15,
1996,  the  district court affirmed the LPSC decision.  Entergy  Gulf
States  intends  to  appeal this decision to  the  Louisiana  Supreme
Court.

   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 third quarter of 1996.


NOTE 3.  COMMON STOCK (Entergy Corporation)

   During  the  first six months of 1996, Entergy Corporation  issued
275,186  shares of its previously repurchased common stock,  reducing
the   amount  held  as  treasury  stock  by  $7.9  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 partially
drawn down on the same date, bears interest at an average rate of 8.43%,
and  is  non-recourse to Entergy.  The maturity date  of  the  credit
facility  is  June 30, 2000, unless certain events occur which  would
cause  the  maturity  date to be extended to a  date  no  later  than
December  31,  2000.   As part of the CitiPower acquisition,  Entergy
Corporation provided credit support, in the form of a bank letter  of
credit and other agreements, totaling approximately $79 million.

   The  subsidiary entered into several interest rate swaps to reduce
the  impact  of  interest rate changes on its  debt  related  to  the
CitiPower  acquisition.   The interest rate swap  agreements  involve
exchanges of floating rate interest payments for fixed rate  interest
payments  without  the exchange of the underlying  notional  amounts.
Market  risks  arise from the movements in interest  rates.   If  the
counterparties to an interest rate swap agreement were to default  on
contractual  payments, the subsidiary could be exposed  to  increased
costs  related  to  replacing the original agreement.   However,  the
subsidiary does not anticipate nonperformance by any counterparty  to
any interest rate swap in effect at June 30, 1996.  At June 30, 1996,
this  subsidiary  was a party to a notional amount  of  $900  million
Australian dollars of interest rate swaps with maturity dates ranging
from February 1999 to December 2000.

(Entergy Gulf States)

   On July 1, 1996, Entergy Gulf States redeemed, pursuant to sinking
fund  requirements,  $50 million of its 9.72% Series  Debentures  due
1998.

(Entergy Mississippi)

   On  July 15, 1996, Entergy Mississippi retired $26 million of  its
11.18% Series General and Refunding Bonds upon maturity.

(System Energy)

   On  August 1, 1996, System Energy issued $100 million of its 7.28%
Series  First Mortgage Bonds due 1999 and $135 million of  its  7.71%
Series First Mortgage Bonds due 2001.


NOTE 5.  COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED
SECURITIES  (Entergy Louisiana)

   Entergy Louisiana Capital I (Trust) was established as a financing
subsidiary of Entergy Louisiana for the purpose of issuing common and
preferred securities.  On July 16, 1996, the Trust issued $70 million
in aggregate liquidation preference amount of 9% Cumulative Quarterly
Income  Preferred  Securities  (Preferred  Securities)  in  a  public
offering  and $2.2 million of common securities to Entergy Louisiana.
The Trust used the proceeds from the sale of the Preferred Securities
and  the  common  securities to purchase from  Entergy  Louisiana  9%
junior  subordinated deferrable interest debentures in the amount  of
$72.2 million (Debentures).  The Debentures held by the Trust are its
only  asset and the Trust will use interest payments received on  the
Debentures to make cash distributions on the Preferred Securities.

   The  Preferred Securities of the Trust, as well as the Debentures,
mature   on  September  30,  2045.   The  Preferred  Securities   are
redeemable, however, at the option of Entergy Louisiana beginning  in
2001  at  100%  of their principal amount, or earlier  under  certain
limited  circumstances,  including the  loss  of  the  tax  deduction
arising  out  of  the  interest  paid  on  the  Debentures.   Entergy
Louisiana  has, pursuant to certain agreements taken together,  fully
and  unconditionally  guaranteed  payment  of  distributions  on  the
Preferred Securities.  Entergy Louisiana is the owner of all  of  the
common  securities of the Trust, which constitute 3% of  the  Trust's
total capital.


NOTE 6.  RETAINED EARNINGS (Entergy Corporation)

  On July 26, 1996, Entergy Corporation's Board of Directors declared
a common stock dividend of 45 cents per share payable on September 1,
1996, to holders of record on August 7, 1996.


NOTE   7.     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  June
30,   1996,  for  restructuring  liabilities  associated  with  these
programs are shown below by company along with the actual termination
benefits paid under the programs.


                      Liability as of   Adjustments   Payments  Liability as of
                       December 31,       Made in     Made in       June 30,
Company                    1995             1996        1996          1996
                                          (In Millions)
                                                    
Entergy Arkansas           $8.3             $0.1       ($6.5)        $1.9
Entergy Gulf States         5.4              0.3        (4.1)         1.6
Entergy Louisiana           2.2              0.2        (2.2)         0.2
Entergy Mississippi         2.5             (1.2)       (0.7)         0.6
Entergy New Orleans         0.6              0.2        (0.6)         0.2
Other                       5.2              0.4        (4.0)         1.6
                          -----            ------      ------        ----
Total                     $24.2                -       ($18.1)       $6.1
                          =====            ======      ======        ====


   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   June   30,   1996,
approximately 2,575 employees had either been terminated or  accepted
voluntary separation packages under the restructuring plan.


NOTE  8.   ACCOUNTING ISSUES (Entergy Corporation, Entergy  Arkansas,
Entergy  Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy
New Orleans, and System Energy)

   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 the 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   9.    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 US dollars, of which $294 million  US
dollars 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  10%  of Victoria's population.  For  the  fiscal  year
ended June 30, 1996, CitiPower supplied approximately 4.5 million MWh
of electricity to over 237,000 customer sites.  Approximately 36,000,
or 16%, of these sites were commercial customers.

   The  CitiPower license is being amortized on a straight-line basis
over  a  40  year period beginning January 5, 1996.  As of  June  30,
1996, the unamortized balance of the license was $621 million.

   In  accordance with the purchase method of accounting,  the  three
months  and  six months 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.   The  pro forma combined  revenues,  net  income,
earnings  per common share before the cumulative effect of accounting
change,   and  earnings  per  common  share  of  Entergy  Corporation
presented below give effect to the acquisition as if it had  occurred
at  January  1, 1995.  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.

                                     Three Months        Six Months
                                          Ended             Ended
                                      June 30, 1995     June 30, 1995  
                                     ---------------   --------------- 
                                      (In Thousands of U.S. dollars,
                                           Except Share Data)
                                                                       
Operating revenues                      $1,667,117     $3,104,317      
Net income                              $  150,583     $  239,995      
Earnings per verage common share
 before cumulative effect of
 accounting change                      $     0.66     $     0.90
Earnings per average common share       $     0.66     $     1.05      

                                                                       


   CitiPower's  results of operations for the three  months  and  six
months  ended  June 30, 1996, (beginning on January 5, 1996,  at  the
date   of   acquisition)   are  included  in  Entergy   Corporation's
Consolidated Financial Statements and are stated separately below:

                      Three Months Ended     Six Months Ended
                         June 30, 1996         June 30, 1996
                     --------------------  -------------------
                           (In Thousands of U.S. dollars)
                                           
Operating revenues        $ 103,803               $ 195,439
Operating expenses        $  90,189               $ 163,819
Interest charges          $  19,742               $  37,495
Net income                $  (6,128)              $  (5,875)

              _________________________________________

   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 the Form 10-K  for
information  relating  to the merger related proceedings  before  the
D.C.  Circuit and 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.

   On  an unopposed motion from the parties to the proceedings before
the D.C. Circuit, who requested a continuance in light of the pending
settlement between Entergy Gulf States, the Cajun bankruptcy trustee,
and  the RUS, the D.C. Circuit ordered that the cases be removed from
oral  argument and held in abeyance pending a further  order  of  the
court.

Cajun - River Bend  (Entergy Corporation and Entergy Gulf States)
- ------------------
   See  Note  8 of the 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 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.  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. 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 in  principle
to  a  settlement  of all litigation and bankruptcy disputes  between
Cajun  and  Entergy  Gulf States.  The terms  include,  but  are  not
limited to, the following: (i) Cajun's 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;  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  and  Entergy  Gulf
States,   the  U.S.  Bankruptcy  Court,  and  appropriate  regulatory
agencies.

Catalyst Technologies, Inc.  (Entergy Corporation)
- ---------------------------
   See  "Other Regulation and Litigation" in Item 1 of Part I of  the
Form  10-K for information relating to the petition filed by Catalyst
Technologies,  Inc.  (CTI)  against  Electec,  Inc.  (Electec),   the
predecessor to Entergy Enterprises.

   The  petition alleges breach of contract, breach of the obligation
of  good-faith  and  fair dealing, and bad-faith breach  of  contract
against Electec.  It was originally believed CTI was claiming damages
of  approximately  $36  million from  Entergy  Enterprises.   It  now
appears  that  CTI will allege damages ranging from $231  million  to
$258 million.  Entergy Enterprises' believes that CTI is not entitled
to  any damages, and that even if damages were sustained, they  would
not exceed $600,000.

   The  case  is scheduled for a jury trial beginning on December  2,
1996  in  Civil District Court for the Parish of Orleans,  Louisiana.
Entergy Enterprises is vigorously contesting these claims.

Panda Energy Corporation Complaint (Entergy Corporation)
- ----------------------------------
   See  "Other Regulation and Litigation" in Item 1 of Part I of  the
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. The settlement provided that it  could  be
revoked by Entergy if the court ruled on the case.

  The Dallas District Court entered an order of dismissal because the
plaintiff  was  unable  to show any damages and  the  facts  did  not
support  a  cause  of action against the defendants.   As  a  result,
Entergy  revoked the $350,000 settlement agreement.  Panda has  filed
an appeal of the court's order for dismissal.

System Agreement (Entergy Corporation, Entergy Arkansas, Entergy Gulf
- ---------------- States, Entergy Louisiana, Entergy Mississippi, and
                 Entergy New Orleans)

   See "Rate Matters and Regulation" in Item 1 of Part I of the Form
10-K for information  relating to a complaint filed with FERC by the
Arkansas Public Service Commission alleging that FERC's allocation of 
nuclear decommissioning  costs in  the  System is no longer just and 
reasonable.  A prehearing  conference was held on July 30, 1996, and 
a  procedural  schedule  was  adopted which provides for hearings to 
begin on February 18, 1997.

  See "Rate Matters and Regulation" in Item 1 of Part I of the Form
10-K for information relating to a complaint filed with FERC by the
LPSC  alleging  that  the  System  Agreement  results in unjust and 
unreasonable rates.   On  July 31, 1996, FERC  dismissed the LPSC's
complaint in this matter.

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  common
stock  shares  of  Entergy  Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans.  The  common
stockholder, by such consent, approved the amendment of each  of  the
companies' Amended and Restated Articles of Incorporation  to  change
the name of Arkansas Power & Light Company to Entergy Arkansas, Inc.,
the  name  of  Gulf States Utilities Company to Entergy Gulf  States,
Inc.,  the  name  of  Louisiana Power  &  Light  Company  to  Entergy
Louisiana,  Inc.,  the name of Mississippi Power & Light  Company  to
Entergy  Mississippi,  Inc.,  and the  name  of  New  Orleans  Public
Service, Inc. to Entergy New Orleans, Inc.

Election of Board of Directors
- ------------------------------
Entergy Corporation

   The annual meeting of stockholders of Entergy Corporation was held
on  May  17, 1996.  The following matters were voted on and  received
the  specified  number  of  votes for,  abstentions,  votes  withheld
(against), and broker non-votes:

1.  Election of Directors:
                                                  Votes       Broker
Name of Nominee       Votes For    Abstentions   Withheld    Non-Votes
- ---------------       ---------    -----------   --------    ---------
W. Frank Blount       195,919,979    N/A         1,691,068     N/A
John A. Cooper, Jr.   195,943,790    N/A         1,677,257     N/A
Lucie J. Fjeldstad    190,211,582    N/A         5,860,333     N/A
Norman C. Francis     195,790,417    N/A         1,820,630     N/A
Kaneaster Hodges, Jr. 195,932,515    N/A         1,678,532     N/A
Robert v. d. Luft     195,928,122    N/A         1,682,925     N/A
Edwin Lupberger       195,848,707    N/A         1,762,340     N/A
Kinnaird R. McKee     195,870,455    N/A         1,740,592     N/A
Paul W. Murrill       195,902,712    N/A         1,708,335     N/A
James R. Nichols      195,960,486    N/A         1,650,560     N/A
Eugene H. Owen        195,878,399    N/A         1,732,648     N/A
John N. Palmer, Sr.   195,995,619    N/A         1,615,428     N/A
Robert D. Pugh        195,879,738    N/A         1,731,309     N/A
H. Duke Shackelford   195,883,250    N/A         1,727,797     N/A
Wm. Clifford Smith    195,966,191    N/A         1,644,856     N/A
Bismark A. Steinhagen 195,956,688    N/A         1,654,379     N/A 

2.   Appointment of independent public accountants, Coopers & Lybrand
L.L.P.,  for  the  year 1996: 194,722,004 votes for; 2,008,535  votes
against;   830,508   abstentions;  and  broker  non-votes   are   not
applicable.

3.   Entergy  will discontinue the use of all options, rights,  stock
appreciation  rights, etc., after termination of existing  agreements
with management and directors:  158,298,995 votes against; 20,468,816
broker non-votes, 14,606,438 votes for; and 4,236,798 abstentions.

(Entergy Arkansas)

   A consent in lieu of the annual meeting of common stockholders was
executed  on  May  13,  1996.  The consent was signed  on  behalf  of
Entergy Corporation, the holder of all issued and outstanding  shares
of  common  stock.  The common stockholder, by such consent,  elected
the  following  individuals  to serve as directors  constituting  the
Board of Directors of  Entergy Arkansas:  Michael B. Bemis, Donald C.
Hintz,  Jerry D. Jackson, R. Drake Keith, Edwin Lupberger,  Jerry  L.
Maulden, and Gerald D. McInvale.

(Entergy Gulf States)

   A consent in lieu of the annual meeting of common stockholders was
executed  on  May  13,  1996.  The consent was signed  on  behalf  of
Entergy Corporation, the holder of all issued and outstanding  shares
of  common  stock.  The common stockholder, by such consent,  elected
the  following  individuals  to serve as directors  constituting  the
Board of Directors of Entergy Gulf States:  Michael B. Bemis, John J.
Cordaro, Frank F. Gallaher, Donald C. Hintz, Jerry D. Jackson,  Karen
R.  Johnson,  Edwin  Lupberger,  Jerry  L.  Maulden,  and  Gerald  D.
McInvale.

(Entergy Louisiana)

   A consent in lieu of the annual meeting of common stockholders was
executed  on  May  13,  1996.  The consent was signed  on  behalf  of
Entergy Corporation, the holder of all issued and outstanding  shares
of  common  stock.  The common stockholder, by such consent,  elected
the  following  individuals  to serve as directors  constituting  the
Board  of Directors of Entergy Louisiana:  Michael B. Bemis, John  J.
Cordaro, Donald C. Hintz, Jerry D. Jackson, Edwin Lupberger, Jerry L.
Maulden, and Gerald D. McInvale.

(Entergy Mississippi)

   A consent in lieu of the annual meeting of common stockholders was
executed  on  May  13,  1996.  The consent was signed  on  behalf  of
Entergy Corporation, the holder of all issued and outstanding  shares
of  common  stock.  The common stockholder, by such consent,  elected
the  following  individuals  to serve as directors  constituting  the
Board  of Directors of Entergy Mississippi:  Michael B. Bemis, Donald
C.  Hintz,  Jerry D. Jackson, Edwin A. Lupberger, Jerry  L.  Maulden,
Gerald D. McInvale, and Donald E. Meiners.

(Entergy New Orleans)

   A consent in lieu of the annual meeting of common stockholders was
executed  on  May  13,  1996.  The consent was signed  on  behalf  of
Entergy Corporation, the holder of all issued and outstanding  shares
of  common  stock.  The common stockholder, by such consent,  elected
the  following  individuals  to serve as directors  constituting  the
Board  of  Directors of Entergy New Orleans: Jerry D. Jackson,  Edwin
Lupberger,  Jerry  L.  Maulden, Gerald D.  McInvale,  and  Daniel  F.
Packer.

(System Energy)

   A consent in lieu of the annual meeting of common stockholders was
executed  on  May  13,  1996.  The consent was signed  on  behalf  of
Entergy Corporation, the holder of all issued and outstanding  shares
of  common  stock.  The common stockholder, by such consent,  elected
the  following  individuals  to serve as directors  constituting  the
Board  of  Directors  of  System  Energy:   Donald  C.  Hintz,  Edwin
Lupberger, Gerald D. McInvale, and Jerry L. Maulden.

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,                   June 30,
                       -------------------------------------      ---------
                 C<>                               
                      1991   1992    1993       1994      1995       1996
                      ----   ----    ----       ----      ----       ----
                                                                   
  Entergy Arkansas    2.25    2.28   3.11(c)    2.32       2.56       2.81
  Entergy Gulf States 1.56    1.72   1.54        .36(d)    1.86       1.15
  Entergy Louisiana   2.40    2.79   3.06       2.91       3.18       3.30
  Entergy Mississippi 2.36    2.37   3.79(c)    2.12       2.92       3.38
  Entergy New Orleans 5.66(b) 2.66   4.68(c)    1.91       3.93       4.23
  System Energy       1.74    2.04   1.87       1.23       2.07       2.09





                          Ratios of Earnings to Combined Fixed          
                             Charges and Preferred Dividends
                         --------------------------------------         
                                   Twelve Months Ended                  
                         --------------------------------------         
                                      December 31,                  June 30,
                          -------------------------------------     --------
                                                  
                         1991      1992   1993     1994      1995     1996
                         ----      ----   ----     ----      ----     ----
                                                                     
  Entergy Arkansas       1.87      1.86   2.54(c)  1.97      2.12     2.32
  Entergy Gulf States(a) 1.19      1.37   1.21      .29(d)   1.54     0.95(d)
  Entergy Louisiana      1.95      2.18   2.39     2.43      2.60     2.70
  Entergy Mississippi    1.94      1.97   3.08(c)  1.81      2.51     2.93
  Entergy New Orleans    4.97(b)   2.36   4.12(c)  1.73      3.56     3.89
                                                             

  (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 June 30, 1996, for Entergy  Gulf
        States  were not adequate to cover combined fixed charges
        and  preferred  dividends  by $197.1  million  and  $12.7
        million, respectively.
        

Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*
      
**   4(a) -  Indenture    for    Unsecured   Subordinated    Debt
             Securities  relating to Trust Securities,  dated  as
             of  July  1, 1996 (filed as Exhibit A-14(a) to  Rule
             24  Certificate dated July 25, 1996 in File No.  70-
             8487).
             
**   4(b) -  Amended  and  Restated  Trust Agreement  of  Entergy
             Louisiana Capital I dated July 16, 1996 of Series  A
             Preferred  Securities (filed as Exhibit  A-16(a)  to
             Rule 24 Certificate dated July 25, 1996 in File  No.
             70-8487).
             
**   4(c) -  Guarantee Agreement between Entergy Louisiana,  Inc.
             (as   Guarantor)  and  The  Bank  of  New  York  (as
             Trustee)  dated as of July 16, 1996 with respect  to
             Entergy Louisiana Capital I's obligation on  its  9%
             Cumulative  Quarterly  Income Preferred  Securities,
             Series  A  (filed  as  Exhibit A-19(a)  to  Rule  24
             Certificate  dated July 25, 1996  in  File  No.  70-
             8487).
             
     4(d) -  Agreement  as  to  Expenses and Liabilities  between
             Entergy   Louisiana,  Inc.  and  Entergy   Louisiana
             Capital I dated July 16, 1996
             
     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 June 30, 1996.
             
     27(b) - Financial Data Schedule for Entergy Arkansas  as  of
             June 30, 1996.
             
     27(c) - Financial  Data Schedule for Entergy Gulf States  as
             of June 30, 1996.
             
     27(d) - Financial Data Schedule for Entergy Louisiana as  of
             June 30, 1996.
             
     27(e) - Financial  Data Schedule for Entergy Mississippi  as
             of June 30, 1996.
             
     27(f) - Financial  Data Schedule for Entergy New Orleans  as
             of June 30, 1996.
             
     27(g) - Financial  Data  Schedule for System  Energy  as  of
             June 30, 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 Computation of Ratios of Earnings
             to  Fixed Charges and of Earnings to Combined  Fixed
             Charges and Preferred Dividends, as defined.
             
     99(d) - Entergy   Mississippi  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) - Quarterly   Report   on   Form   10-Q   of   Entergy
             Corporation, Entergy Arkansas, Entergy Gulf  States,
             Entergy Louisiana, Entergy Mississippi, Entergy  New
             Orleans,  and  System Energy for the  quarter  ended
             March  31,  1996, portions of which are incorporated
             herein  by reference as described elsewhere in  this
             document  (filed with the SEC in File Nos.  1-11299,
             1-10764, 1-2703, 1-8474, 0-320, 0-5807, and  1-9067,
             respectively).
             
**   99(i) - 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(j) - 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(k) - 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 this report on Form 10-Q for the quarter
     ended  June  30, 1996, which list, prepared  in  accordance
     with  Item  102  of Regulation S-T of the SEC,  immediately
     precedes the exhibits being filed with this report on  Form
     10-Q for the quarter ended June 30, 1996.
           
**   Incorporated herein by reference as indicated.
           
     (b)   Reports on Form 8-K
           
           None.
           
           
                                  
                                  
                               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:  August 5, 1996