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

          For the Quarterly Period Ended March 31, 1998

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

          For the transition period from ____________ to ____________

Commission      Registrant, State of Incorporation,    I.R.S. Employer
File Number     Address of Principal Executive         Identification No. 
                Offices and Telephone Number           
                                                       
1-11299         ENTERGY CORPORATION                    72-1229752
                (a Delaware corporation)               
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                              
1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                              
1-2703          ENTERGY GULF STATES, INC.              74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                              
1-8474          ENTERGY LOUISIANA, INC.                72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                              
0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 368-5000               
                                                              
0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                              
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 368-5000               
                                                       
333-33331       ENTERGY LONDON INVESTMENTS PLC         N/A
                (a limited company under the laws of   
                England and Wales)
                Templar House                          
                81-87 High Holborn                     
                London WC1V 6NU England                
                Telephone 011-44-171-242-9050          
_____________________________________________________________________


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

Yes     X      No

Common Stock Outstanding                 Outstanding at April 30, 1998
Entergy Corporation      ($0.01 par value)             246,400,397




                ENTERGY CORPORATION AND SUBSIDIARIES
               INDEX TO QUARTERLY REPORT ON FORM 10-Q
                           March 31, 1998

                                                                 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
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                            9
     Consolidated Statements of Income and Comprehensive Income      11
     Consolidated Statements of Cash Flows                           12
     Consolidated Balance Sheets                                     14
     Selected Operating Results                                      16
  Entergy Arkansas, Inc.:
     Results of Operations                                           17
     Statements of Income                                            18
     Statements of Cash Flows                                        19
     Balance Sheets                                                  20         
     Selected Operating Results                                      22
  Entergy Gulf States, Inc.:
     Results of Operations                                           24
     Statements of Income                                            26
     Statements of Cash Flows                                        27
     Balance Sheets                                                  28
     Selected Operating Results                                      30
  Entergy Louisiana, Inc.:
     Results of Operations                                           31
     Statements of Income                                            32
     Statements of Cash Flows                                        33
     Balance Sheets                                                  34
     Selected Operating Results                                      36
  Entergy Mississippi, Inc.:
     Results of Operations                                           37
     Statements of Income                                            38
     Statements of Cash Flows                                        39
     Balance Sheets                                                  40
     Selected Operating Results                                      42
  Entergy New Orleans, Inc.:
     Results of Operations                                           43
     Statements of Income (Loss)                                     44
     Statements of Cash Flows                                        45
     Balance Sheets                                                  46
     Selected Operating Results                                      48
  System Energy Resources, Inc.:
     Results of Operations                                           49
     Statements of Income                                            50
     Statements of Cash Flows                                        51
     Balance Sheets                                                  52
  Entergy London Investments plc and Subsidiary:
     Results of Operations                                           54
     Consolidated Statements of Income and Comprehensive Income      56
     Consolidated Statements of Cash Flows                           57
     Consolidated Balance Sheets                                     58
Notes to Financial Statements for Entergy Corporation and
  Subsidiaries                                                       60
Part II:
  Item 1.  Legal Proceedings                                         65
  Item 5.  Other Information                                         66
  Item 6.  Exhibits and Reports on Form 8-K                          67
Signature                                                            69
      
      
      This combined Quarterly Report on Form 10-Q is separately filed
by  Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States,
Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New
Orleans,  Inc.,  System  Energy Resources, Inc,  and  Entergy  London
Investments  plc.   Information  contained  herein  relating  to  any
individual company is filed by such company on its own behalf.   Each
company  makes representations only as to itself and makes  no  other
representations  whatsoever as to any other company.   This  combined
Quarterly  Report  on Form 10-Q supplements and  updates  the  Annual
Report  on  Form 10-K for the calendar year ended December 31,  1997,
filed by the individual registrants with the SEC, and should be  read
in conjunction therewith.

                           EXCHANGE RATES

      For  the  convenience of the reader, this  Form  10-Q  contains
translations  of certain British pounds sterling (BPS)  amounts  into
U.S.  dollars at specified rates, or, if not so specified,  the  noon
buying  rate in New York City for cable transfers in BPS as certified
for  customs  purposes by the Federal Reserve Bank of New  York  (the
"Noon  Buying  Rate")  on March 31, 1998 of $1.6725  =  BPS1.00.   No
representation  is made that the BPS amounts have  been,  could  have
been  or  could be converted into U.S. dollars at the rates indicated
or at any other rates.

     The following table sets out, for the periods indicated, certain
information  concerning  the  exchange rates  between  BPS  and  U.S.
dollars  based  on the Noon Buying Rate in New York  City  for  cable
transfers in pounds sterling as certified for customs purposes by the
Federal Reserve Bank of New York.

            Period             Period   Average    High      Low
                                End       (1)
                                           ($ per BPS1.00)
Quarter ended March 31, 1997    1.64     1.63      1.71      1.59
Year ended December 31, 1997    1.65     1.64      1.71      1.58
Quarter ended March 31, 1998    1.67     1.65      1.69      1.61

 (1) The  average  of  the Noon Buying Rates in effect  on  the  last
     business day of each month during the relevant period.

                     Forward Looking Information

       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, Inc.,  Entergy  Gulf  States,  Inc.,
Entergy  Louisiana,  Inc.,  Entergy Mississippi,  Inc.,  Entergy  New
Orleans,   Inc.,  System  Energy  Resources,  Inc.,  Entergy   London
Investments  plc or their affiliated companies may be  influenced  by
factors  that could cause actual outcomes to be materially  different
than anticipated.  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,  capital  spending requirements, the evolution  of  competition,
changes  in  accounting standards, interest rate changes, changes  in
foreign currency exchange rates, and other factors.

                             
                             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
APSC                     Arkansas Public Service Commission
BPS                      British pounds sterling
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
Council                  Council   of   the  City  of  New   Orleans,
                         Louisiana
domestic utility companies     Entergy Arkansas, Entergy Gulf States,
                         Entergy Louisiana, Entergy Mississippi,  and
                         Entergy New Orleans, collectively
Entergy                  Entergy  Corporation and its various  direct
                         and indirect subsidiaries
Entergy Arkansas         Entergy Arkansas, Inc.
Entergy Corporation      Entergy Corporation, a Delaware corporation,
                         successor to Entergy Corporation, a  Florida
                         corporation
Entergy Gulf States      Entergy Gulf States, Inc. (including  wholly
                         owned  subsidiaries  - Varibus  Corporation,
                         GSG&T, Inc., Prudential Oil & Gas, Inc., and
                         Southern Gulf Railway Company)
Entergy London           Entergy  London  Investments  plc,  formerly
                         Entergy  Power UK plc (including its  wholly
                         owned subsidiary, London Electricity plc)
Entergy Louisiana        Entergy Louisiana, Inc.
Entergy Mississippi      Entergy Mississippi, Inc.
Entergy New Orleans      Entergy New Orleans, 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 Services         Entergy Services, Inc.
EPA                      U.S. Environmental Protection Agency
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,  1997,   of
                         Entergy,  Entergy  Arkansas,  Entergy   Gulf
                         States,     Entergy    Louisiana,    Entergy
                         Mississippi,  Entergy  New  Orleans,  System
                         Energy, and Entergy London
Grand Gulf 1             Unit No. 1 (nuclear) of the Grand Gulf Plant
London Electricity       London Electricity plc - a regional electric
                         company  serving London, England, which  was
                         acquired  by  Entergy effective February  1,
                         1997
MPSC                     Mississippi Public Service Commission
NRC                      Nuclear Regulatory Commission
Owner Participant        A  corporation that, in connection with  the
                         Waterford 3 sale and leaseback transactions,
                         has  acquired  a beneficial  interest  in  a
                         trust,  the  Owner Trustee of which  is  the
                         owner  and lessor of undivided interests  in
                         Waterford 3
Owner Trustee            Each institution and/or individual acting as
                         Owner  Trustee under a trust agreement  with
                         an  Owner Participant in connection with the
                         Waterford 3 sale and leaseback transactions
PUHCA                    Public Utility Holding Company Act of  1935,
                         as amended
PUCT                     Public Utility Commission of Texas
River Bend               River  Bend Nuclear Plant, owned by  Entergy
                         Gulf States
SEC                      Securities and Exchange Commission
SFAS                     Statement  of Financial Accounting Standards
                         as  promulgated by the Financial  Accounting
                         Standards Board
System Agreement         Agreement,  effective January  1,  1983,  as
                         modified,   among   the   domestic   utility
                         companies   relating  to  the   sharing   of
                         generating   capacity   and   other    power
                         resources
System Energy            System Energy Resources, Inc.
UK                       The  United  Kingdom of  Great  Britain  and
                         Northern Ireland
Waterford 3              Unit No. 3 (nuclear) of the Waterford Plant



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

      Net  cash  flow  from operations for Entergy  Corporation,  the
domestic utility companies, System Energy, and Entergy London for the
three months ended March 31, 1998 and 1997 was as follows:

                                      Three Months      Three Months
          Company                     Ended 3/31/98    Ended 3/31/97
                                              (In Millions)
                                            
          Entergy Corporation            $274.5             $505.2
          Entergy Arkansas               $102.6             $142.6
          Entergy Gulf States            $114.7             $110.7
          Entergy Louisiana              $ 64.7             $ 76.2
          Entergy Mississippi            $ 24.5             $ 35.7
          Entergy New Orleans            $  1.7             $ 12.6
          System Energy                  $ 62.8             $ 69.8
          Entergy London                 $ 64.1             $ 99.6

      For  the  first  quarter  of 1998, cash  flow  from  operations
declined  compared  to  1997 in part due to lower  domestic  electric
operating revenues, higher purchased power expenses, and higher other
operation   and  maintenance  expenses,  as  discussed  in   "Entergy
Corporation  and Subsidiaries, Management's Financial Discussion  and
Analysis,  Results  of Operations."  Revenue collections  under  rate
phase-in plans that exceed current cash requirements for the  related
costs  continue to contribute to cash flow from operations.   In  the
income  statement, revenue collections from phase-in plans are offset
by the amortization of the previously deferred costs so that there is
no  effect  on  net  income.  These phase-in  plans  which  currently
contribute  to  Entergy Corporation's cash position  will  expire  in
November  1998  for Entergy Arkansas, in September 1998  for  Entergy
Mississippi,  and  in  2001 for Entergy New  Orleans.   Entergy  Gulf
States'  Louisiana  retail phase-in plan for River  Bend  expired  in
February  1998.  Net cash flow used in operating activities  for  the
competitive growth businesses was $10.1 million primarily due to  the
business   expansion   activities  of   Entergy   Power   Development
Corporation  and Entergy Technology Holding Company.   In  accordance
with  the purchase method of accounting, London Electricity's results
of   operations   are  not  included  in  Entergy   Corporation   and
Subsidiaries'  and  Entergy London's Statements of Consolidated  Cash
Flows  prior  to  February  1,  1997,  the  effective  date  of   the
acquisition of London Electricity.

Financing Sources

      London Electricity is Entergy London's sole investment and only
asset.   Entergy  London is therefore dependent upon  dividends  from
London  Electricity for all of its cash flow.  In addition to  London
Electricity's  cash flow from operations, Entergy  London  has  other
primary  sources of liquidity including London Electricity's  several
uncommitted credit lines provided by banking institutions and  London
Electricity's   commercial  paper  program.   In   addition,   London
Electricity intends to use availability under existing facilities, or
replacements  thereof, to finance its remaining payment  of  windfall
profits  taxes in December 1998, which will total approximately  $117
million (BPS70 million).

      Management  believes  that cash flow from operations,  together
with  Entergy  London's existing sources of credit,  will  result  in
sufficient  financial  resources  being  available  to  meet  Entergy
London's  projected capital needs and other expenditure  requirements
for  the  foreseeable future.  London Electricity has represented  to
the  Director General of Electricity Supply for the UK, in connection
with  its  Public Electricity Supply License, that it  will  use  all
reasonable  endeavors to maintain an investment grade rating  on  its
long-term debt.


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


     Excluding London Electricity, cash from operations, supplemented
by  cash  on hand, was sufficient to meet substantially all investing
and  financing  requirements of the domestic  utility  companies  and
System  Energy, including capital expenditures, dividends,  and  debt
and  preferred stock maturities, for the three months ended March 31,
1998.

      Entergy's  domestic utility companies have been  able  to  fund
their  capital  requirements with cash from operations  as  discussed
above  in  "Cash  Flows".  Should additional cash be needed  to  fund
investments  or  to retire debt, the domestic utility  companies  and
System  Energy each have the ability, subject to regulatory  approval
and  compliance  with  issuance tests, to  issue  debt  or  preferred
securities  to  meet such requirements.  In addition, to  the  extent
market conditions and interest and dividend rates allow, the domestic
utility companies, System Energy, and Entergy London will continue to
refinance and/or redeem higher cost debt and preferred stock prior to
maturity.   See  Note 4 herein for a discussion of  Entergy's  recent
redemptions.  Entergy's domestic utility companies and Entergy London
may   continue  to  establish  special  purpose  trusts  or   limited
partnerships  as  financing subsidiaries for the purpose  of  issuing
quarterly income preferred securities, such as those issued  in  1996
by  Entergy Louisiana Capital I and Entergy Arkansas Capital  I,  and
those  issued  in 1997 by Entergy Gulf States Capital I  and  Entergy
London  Capital,  L.P.   Entergy Corporation,  the  domestic  utility
companies, System Energy, and Entergy London also have the ability to
effect short-term borrowings.  See Notes 4, 5, 6, 7, 9 and 10 in  the
Form  10-K  for  additional  information  on  Entergy's  capital  and
refinancing requirements in 1998-2002.

      As  of  March  31, 1998, Entergy Corporation had  $120  million
outstanding  under  its  $300  million  bank  credit  facility.    In
addition,  Entergy  Corporation had $147.5  million  outstanding  and
Entergy   Technology  Holding  Company  (ETHC)  had  $100.8   million
outstanding on a joint $300 million bank line of credit as  of  March
31,  1998.   See  Note  4  to the Form 10-K for  information  on  the
domestic  utility  companies', System Energy's, and Entergy  London's
short-term borrowing authorizations and bank lines of credit.

Financing Uses

      Management  believes that productive investment by  Entergy  is
integral  to  enhancing  the long-term value  of  its  common  stock.
Entergy has been expanding its investments overseas as well as in the
United  States.   As  of  March 31, 1998,  Entergy  had  acquired  or
participated  in  foreign electric ventures in Australia,  Argentina,
Chile,  China,  Pakistan, Peru, and the UK.  The ability  of  Entergy
Corporation  to  provide  additional  capital  to  exempt   wholesale
generators or foreign utility companies currently is subject  to  the
SEC's   regulations   under  PUHCA.   Absent  SEC   approval,   these
regulations  limit the aggregate amount that Entergy  may  invest  in
foreign utility companies and exempt wholesale generators to  50%  of
consolidated retained earnings at the time an investment is made.  As
of  November 1997, Entergy Corporation no longer had capacity to make
additional investments under these regulations without SEC  approval.
Entergy has applied to the SEC to obtain additional authority to make
such investments, and is also exploring means of raising capital  for
other  foreign  investments in a manner not inconsistent  with  these
regulations.   As of March 31, 1998, Entergy Corporation  had  a  net
investment  of  $1.3 billion in equity capital in competitive  growth
businesses.

      To  make  capital investments, fund its subsidiaries,  and  pay
dividends,  Entergy Corporation utilizes internally generated  funds,
cash  on hand, funds available under its bank credit facilities,  and
bank  financing  as  required.  See Note 9 in the  Form  10-K  for  a
discussion  of  capital requirements.  Entergy  Corporation  receives
funds  through dividend payments from its subsidiaries.   During  the
three  months  ended  March  31, 1998  such  dividend  payments  from
subsidiaries  totaled $104.0 million.  During the three months  ended
March  31,  1998,  Entergy Corporation paid $110.9  million  of  cash
dividends  on  its  common  stock.   Declarations  of  dividends   on
Entergy's  common  stock  are  made  at  the  discretion  of  Entergy
Corporation's  Board of Directors.  See Note 8 in the Form  10-K  for
information on dividend restrictions.

      Entergy's  management has announced that it  is  undertaking  a
review  of  Entergy's financial strategies, with a view to optimizing
the  uses  of financial resources cash flow and strengthening  credit
quality.   As a part of such review, management will reassess,  among
other things, the 1998 capital budget, allocations of capital for non-
utility investments, the possibilities for strategic purchases and/or
sales  of  assets, as well as whether the dividend  on  common  stock
should  be  maintained  at  the current  level.   Entergy  previously
announced  intentions  to sell an interest in  certain  of  its  non-
utility  investments  in a public offering.   This  action  has  been
postponed for an indefinite period.


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

Entergy Corporation and Entergy Gulf States

       During  the  fourth  quarter  of  1997,  Entergy  Gulf  States
established  reserves of $381 million ($227 million net of  tax)  for
the probable effects of a proposed agreement in principle between the
parties  to  the Entergy Gulf States rate proceedings in Texas.   For
the  three months ended March 31, 1998, Entergy Gulf States  recorded
an  additional reserve of $9.3 million to account for the  impact  of
the  $40  million  base rate reduction stipulated in  the  settlement
agreement.  Entergy  Gulf States expects  that a similar reserve will 
be required for each  quarter until a resolution of the Texas case is
reached.  Final  resolution of  these matters could negatively affect
Entergy Gulf States' ability to obtain financing, which in turn could
affect Entergy Gulf States' liquidity and ability to pay common stock
dividends  to Entergy Corporation.  See Note 2 for details  regarding
the proposed agreement in principle.

Entergy Corporation and System Energy

      Under  the  Capital  Funds Agreement, Entergy  Corporation  has
agreed  to  supply System Energy with 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.   In
addition,  under supplements to the Capital Funds Agreement assigning
System  Energy's rights thereunder as security for specific  debt  of
System Energy, Entergy Corporation has committed 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


       See   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
SIGNIFICANT  FACTORS  AND KNOWN TRENDS" in the Form  10-K,  including
"Open    Access    Transmission",    "Municipalization",    "Industry
Consolidation", "Functional Unbundling", "Effects of Alternate Energy
Sources  on  Retail Electric Sales to Industrial and Large Commercial
Customers",  and  "Changes in Contract with  Steam  Customer"  for  a
discussion of the increasing competitive pressures facing Entergy and
the  electric  utility industry.  See also "Foreign Distribution  and
Supply", "Property Tax Exemptions", and "Market Risks" in the Form 10-
K  for  a  discussion of other significant issues affecting  Entergy.
Set  forth  below  are recent developments to update the  information
contained in the Form 10-K for the sections presented.

Domestic Competition and Industry Challenges

Transition to Competition Filings

       See   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
SIGNIFICANT  FACTORS  AND  KNOWN TRENDS - Transition  to  Competition
Filings"  in  the Form 10-K for a discussion of the domestic  utility
companies'  filings with their respective state regulators concerning
the transition to competition.

       Subsequent  to  the  APSC's  approval  of  Entergy   Arkansas'
transition  to  competition filing on December  12,  1997,  the  APSC
opened  four new generic restructuring dockets and scheduled a series
of  hearings  throughout 1998.  Comments from interested parties  are
being  accepted  by the APSC.  A final report of  the  APSC  will  be
submitted  to  the  Legislature prior to its 1999 session.    Similar
generic  proceedings have also been established by the public service
commissions in Louisiana and Mississippi and by the Council.

Retail and Wholesale Rate Issues

     In  March 1998, certain parties to the Entergy Gulf States  rate
proceedings  in Texas regarding the transition to competition  issues
reached  an agreement in principle, subject to approval by  the  PUCT
and certain cities served by Entergy Gulf States, which would resolve
many  of the pending rate issues. The agreement in principle has been
finalized in a formal settlement agreement, which was filed with  the
PUCT  on March 25, 1998.  Several parties to the rate case, including
the  PUCT  General  Counsel,  have signed  the  settlement  agreement
contingent upon the approval of certain cities served by Entergy Gulf
States,  but  the steering committee for those cities has recommended
that  the  cities  not join the settlement agreement.   Entergy  Gulf
States  cannot  predict whether the settlement will  be  approved  or
whether a settlement will be reached on other terms.  See Note 2  for
additional   information  regarding  recent  developments   in   this
proceeding.

      See  Note 2 to the Form 10-K and Note 2 herein for a discussion
of the ongoing trend of regulator mandated rate reductions as well as
incentive  and  performance-based regulation and  filings  made  with
state and local regulators regarding an orderly transition to a  more
competitive market for electricity.

Legislative Activity

      In late March 1998 the Clinton Administration released its plan
for electricity restructuring.  The plan calls for customer choice by
2003  in  addition to the recovery of stranded costs  and  repeal  of
PUHCA.  With little time remaining on the congressional calendar,  it
appears   increasingly  unlikely  that  any  comprehensive   electric
restructuring legislation or a repeal of PUHCA will be enacted during
1998.


                ENTERGY CORPORATION AND SUBSIDIARIES

           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                SIGNIFICANT FACTORS AND KNOWN TRENDS

Domestic and Foreign Competitive Growth Businesses

      Entergy  Corporation seeks opportunities to expand its domestic
and  foreign businesses that are not regulated by domestic state  and
local   utility  regulatory  authorities.   Such  business   ventures
currently  include  power  development  and  operations  and   retail
services  related  to  the utility business. Refer  to  "MANAGEMENT'S
FINANCIAL  DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL RESOURCES"
in   the   Form  10-K  for  a  discussion  of  Entergy  Corporation's
investments  in  nonregulated and foreign energy-related  businesses.
These  investments may involve a greater risk than domestic regulated
utility enterprises.  In the first quarter of 1998, these investments
increased consolidated net income by approximately $11 million.

      At present, London Electricity has an exclusive right to supply
electricity  to  residential  and  small  industrial  and  commercial
customers in its franchise area with demand of less than 100 KW.   In
late  1998, this segment of the supply business will become  open  to
competition,  subject to a six-month transition period.   This  means
the  market will be fully opened with all customers having access  to
competition  by  June  1999.  See Note 2  in  the  Form  10-K  for  a
discussion of Entergy London regulatory matters.

      On  June 30, 1997, the UK government announced a review of  the
regulatory  framework governing the utilities, including  electricity
and  distribution.  The Department of Trade and Industry green paper,
"A  Fair  Deal for Consumers - Modernising the Framework for  Utility
Regulation",  was published in late March 1998.  Among the  proposals
with  implications  for Entergy London contained in  this  paper  are
recommendations  for the separation of the electric distribution  and
supply  businesses, the placing of customer interests on a  statutory
footing and mechanisms to ensure unearned gains are shared among  all
stakeholders.   Entergy  London  is currently  preparing  a  detailed
response which is due by May 31, 1998.

      Refer  to  "MANAGEMENT'S FINANCIAL DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT  FACTORS AND KNOWN TRENDS" and Note 13 in the  Form  10-K
for   a   discussion   of   Entergy's  major  nonregulated   business
opportunities and foreign energy-related investments.

Domestic Deregulated 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.   In late 1997, Cajun's 30% interest in River  Bend  was
transferred  by the Cajun bankruptcy trustee to Entergy  Gulf  States
and  such interest is being treated as a deregulated operation.   The
domestic  deregulated operations of Entergy Gulf States  show  a  net
loss of $2.9 million during the first quarter of 1998 compared to net
income of $4.6 million during the first quarter of 1997.
                                  
     The decrease in net income from these deregulated operations for
the  first quarter of 1998 was principally due to (1)  lower revenues
from  the wholesale jurisdiction resulting from reduced rates charged
to  both  a  large  wholesale customer and to Cajun for  transmission
service,  (2)  decreased steam products revenues as a result  of  the
revised  contractual  arrangement with the steam  customer,  and  (3)
revenues  from  off-system sales of the transferred  30%  portion  of
River  Bend  not  fully  recovering the costs associated  with  those
sales.  These decreases were partially offset by higher revenues from
the  Louisiana deregulated portion of River Bend.  The future  impact
of these deregulated operations on Entergy's and Entergy Gulf States'
results  of operations and financial position will depend  on  future
operating  costs,  future efficiency and availability  of  generating
units, and future market prices for energy over the remaining life of
the assets.

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

Union Pacific Railroad Company  (Entergy Corporation and Entergy
Arkansas)

           In  October  1997, Entergy Arkansas and  Entergy  Services
filed  a  civil  suit against Union Pacific Railroad  Company  (Union
Pacific)  in the United States District Court for the Middle District
of  Louisiana.  This lawsuit, which seeks damages and the termination
of  coal shipping contracts with Union Pacific, maintains that  Union
Pacific  has failed to meet its contractual obligations to ship  coal
to  Entergy  Arkansas'  two large coal-fired  plants  and  that  such
failure  has impaired Entergy Arkansas' ability to generate and  sell
electricity  from  these  plants.   This  lawsuit  is  entering   the
discovery  phase.  Meanwhile, there has been little or no improvement
in  the coal deliveries by the Union Pacific Railroad Company ("Union
Pacific")  to  Entergy Arkansas' coal fired generating stations,  and
coal  inventories  at these stations are very low.  Entergy  Arkansas
has  requested that Union Pacific allow another railroad  to  deliver
coal  to  the  White  Bluff generating station.  It  is  not  certain
whether  Union  Pacific will honor this request.   If  it  does  not,
Entergy  will  seek an order from the Federal Surface  Transportation
Board  requiring Union Pacific to allow the other railroad  to  bring
coal  to the White Bluff site.  If coal inventories cannot be rebuilt
for  the  summer season, one or more of Entergy Arkansas'  coal-fired
generating  stations  may not be able to operate  at  full  capacity,
which   could   result  in  increased  wholesale  replacement   power
purchases.   The operational and financial effect of Union  Pacific's
failure  to  deliver coal to Entergy Arkansas during the  second  and
third quarters of 1998 will depend upon a number of factors, such  as
weather,  that  Entergy  Arkansas cannot control.   However,  Entergy
Arkansas  will  seek  to  mitigate the  effects  of  inadequate  coal
inventories.   The  ultimate outcome of the Union Pacific  litigation
cannot be determined at this time.

Accounting Issues

      The electric utility industry is moving toward a combination of
competition  and  a  modified regulatory environment.   The  domestic
utility 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 domestic  utility  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 for the foreseeable future.

      The  domestic utility companies' and System Energy's  financial
statements  continue to apply SFAS 71 for their regulated operations,
except  for those portions of Entergy Gulf States' business described
in  "Domestic  Deregulated Operations" above.   Although  discussions
with   regulatory  authorities  regarding  retail  competition   have
occurred  and are expected to continue, definitive outcomes have  not
yet been determined; therefore, the regulated operations continue  to
apply SFAS 71.  See Note 1 to the Form 10-K for additional discussion
of Entergy's application of SFAS 71.

Year 2000 Issues

      Like  many  companies,  Entergy  is  currently  evaluating  its
computer  software,  databases, embedded microprocessors,  suppliers,
and  other constituent relationships to determine the extent to which
modifications are required to prevent problems related  to  the  year
2000,  and  the  resources  which  will  be  required  to  make  such
modifications.   These  problems  could  result  in  malfunctions  in
certain   software  applications, databases,  and computer  equipment
with respect to dates on or after January 1, 2000, unless  corrected.
Many of Entergy's suppliers  also  face year 2000 issues, which could 
affect their performance and  indirectly affect Entergy.  Entergy has 
been  working on the above mentioned  modifications and contingencies
throughout most  of  1997, and will continue these efforts throughout
1998  and  into 1999.  Preliminary estimates of the total costs to be
incurred  by  Entergy's  global  enterprises in 1998 through mid-2000 
have now been revised  to approximately $120 million.  Maintenance or 
modification  costs  will be  expensed  as  incurred, while the costs 
of  new  software   will   be  capitalized  and  amortized  over  the  
software's  useful  life   in accordance with EITF 96-14: "Accounting 
for the  Costs  Associated  with  Modifying Computer Software for the 
Year 2000."
                
                
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS

      Effective February 1, 1997, Entergy Corporation acquired London
Electricity.  Accordingly, consolidated  net  income  for  the  three
months  ended  March  31, 1997 reflects London Electricity's  results
subsequent  to  February 1, 1997.  See Note 7 to the  Form  10-K  for
additional information regarding London Electricity.

Net Income

      Consolidated net income decreased for the first quarter of 1998
primarily  due to lower domestic electric operating revenues,  higher
purchased  power expenses, and higher other operation and maintenance
expenses,  partially offset by lower fuel prices as described  below.
Entergy  anticipates that its overall results of operations  for  the
first half of 1998 will be less favorable than in 1997, primarily  as
a   result  of  domestic  utility  rate  reductions  ordered  by  the
regulators  in 1997 and the loss of three large industrial  customers
in 1997.  The full effect of these events is being seen in 1998.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1998  and  1997  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 first quarter of 1998
are as follows:
                                                      First Quarter        
Description                                         Increase/(Decrease)
                                                       (In Millions)
Change in base revenues                                   ($22.7)    
Rate riders                                                (25.6)    
Fuel cost recovery                                         (64.1)    
Sales volume/weather                                       (18.3)    
Other revenue (including unbilled)                         (10.3)    
Sales for resale                                             9.1    
                                                         -------
   Total                                                 ($131.9)    
                                                         =======
      
      Electric  operating revenues for the domestic utility companies
decreased  for the first quarter of 1998 primarily due to lower  fuel
adjustment  revenues at Entergy Louisiana (which do  not  affect  net
income), decreased rate rider revenues at Entergy Arkansas (which  do
not  affect  net  income), decreased base revenues  at  Entergy  Gulf
States  and  Entergy  Louisiana, and lower sales  volume  at  Entergy
Louisiana.  Fuel adjustment revenues decreased primarily due to lower
sales  volume and lower unit prices at Entergy Louisiana in the first
quarter  of 1998.  Rate rider revenues at Entergy Arkansas  decreased
primarily due to the decline in Grand Gulf 1 cost recovery rate rider
revenues reflecting scheduled reductions in the phase-in plan.   Base
revenues at Entergy Gulf States decreased primarily due to aggressive
pricing  strategies  for  targeted  customer  segments,  the  reserve
accrued  in  the  first quarter of 1998 for rate  refunds  for  Texas
retail  customers, and a base rate reduction for the Louisiana retail
customers  in the first quarter of 1998.  This decrease is  partially
offset  by a reserve accrued in the first quarter of 1997 for Entergy
Gulf  States  in  Louisiana.   Base  revenues  at  Entergy  Louisiana
decreased due to a base rate reduction that became effective  in  the
third  quarter of 1997.  Sales volume decreased, primarily at Entergy
Louisiana, due to the loss of a large industrial customer as well  as
substantially lower sales to another large industrial customer during
the current period due to customer cogeneration.  Milder weather also
contributed to lower sales volume.

      Competitive  growth business revenues increased for  the  first
quarter  of  1998.   Entergy London revenues were higher  due  to  an
additional month of activity under Entergy ownership recorded in 1998
compared to 1997, partially offset by a 3% price reduction, effective
April 1, 1997, for kilowatt-hours distributed.  Also contributing  to
the  increase in competitive growth business revenues was an increase
in  revenue at Entergy Power Marketing Corporation as a result  of  a
strong marketing effort, which is offset by increased power purchased
for  resale  as  discussed below.  The acquisition  of  new  security
companies  at Entergy Technology Holding Company also contributed  to
the increase in competitive growth business revenues.
                
                
                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS


      Gas  operating revenues decreased for the first quarter of 1998
primarily  due to a lower unit price for gas purchased for resale  at
Entergy Gulf States and Entergy New Orleans.
                                  
Expenses

     Operating expenses increased for the first quarter of 1998.  The
increase  is  primarily  due to increases in purchased  power,  other
operation  and  maintenance expenses, and depreciation, amortization,
and decommissioning expense.  The increase was partially offset by  a
reduction in fuel expenses, decreased amortization of rate deferrals,
and an increase in other regulatory credits.

      The  increase in purchased power is primarily the result  of  a
higher  level of power trading by Entergy Power Marketing Corporation
and  the  additional month of Entergy London activity  in  the  first
quarter  of  1998.   The increase in other operation and  maintenance
expenses is principally due to one additional month of Entergy London
operations  in  1998  as compared to 1997, the write-off  of  certain
investments, and the increase in the U.S. dollar to BPS exchange rate
during  the  first quarter of 1998 at Entergy London.  Operation  and
maintenance  expenses  of  security  companies  acquired  by  Entergy
Technology  Holding Company subsequent to the first quarter  of  1997
also  contributed to the increase in such expenses.  At Entergy  Gulf
States,  other  operation  and maintenance expenses  increased  as  a
result  of  the inclusion of expenses related to the 30% interest  in
River  Bend  transferred by the Cajun bankruptcy trustee  to  Entergy
Gulf  States  in  December 1997.  Entergy Gulf States'  1998  results
include  100% of River Bend's operation and maintenance  expenses  in
its  operating expenses, as compared to 70% of such expenses  in  the
first  quarter  of 1997.  The increase in depreciation, amortization,
and  decommissioning  is  primarily  due  to  the  inclusion  of   an
additional month of depreciation and amortization expense at  Entergy
London in 1998, acquisition of additional security company assets  at
Entergy   Technology   Holding  Company  and  increased   installment
contracts at Entergy Integrated Solutions, Inc.

      Offsetting  these  increases was a decrease  in  fuel  expenses
primarily  at Entergy Arkansas and Entergy Louisiana due to decreased
generation and lower gas prices.  Milder weather in the first quarter
of  1998   contributed to the decreased generation.  The decrease  in
the  amortization  of  rate  deferrals  is  due  to  a  decrease   in
amortization  at Entergy Arkansas as prescribed in the Grand  Gulf  1
rate  phase-in plan.  In addition, the amortization of rate deferrals
at  Entergy Gulf States also decreased due to the expiration  of  the
Louisiana retail phase-in plan for River Bend in February 1998.   The
increase in other regulatory credits is due to the net under-recovery
of  Grand  Gulf  1  related costs in the first quarter  of  1998,  as
compared to the net over-recovery in the first quarter of 1997.

Other

     Miscellaneous other income - net increased for the first quarter
of  1998, primarily due to increased dividend income at Entergy Power
Development  Corporation,  increased profits  from  Entergy  London's
equity  method investments, and increased gains on the sale of London
Electricity fixed assets.

      Interest  on long-term debt increased in the first  quarter  of
1998  primarily  due to three months of interest accrued  at  Entergy
London  in 1998 as compared to two months in 1997.  Distributions  on
preferred securities of subsidiaries increased due to an issuance  by
Entergy London of Cumulative Quarterly Income Preferred Securities in
November 1997.

     The effective income tax rates for the first quarter of 1998 and
1997  were  44.6% and 34.6%, respectively.  The increase in  1998  is
primarily due to the increased reversal of previously recorded  AFUDC
amounts included in depreciation at Entergy Arkansas and Entergy Gulf
States  and  the  impact  of  a research and  experimentation  credit
recorded in the first quarter of 1997 at Entergy Arkansas and Entergy
Louisiana.




                  ENTERGY CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
          For the Three Months Ended March 31, 1998 and 1997
                              (Unaudited)
                                                    
                                                                     1998            1997
                                                              (In Thousands, Except Share Data)
                                                                              
Operating Revenues:
  Domestic electric                                                 $1,320,052      $1,451,925
  Natural gas                                                           50,425          57,496
  Steam products                                                         8,400          11,089
  Competitive growth businesses                                        934,215         525,243
                                                                    ----------      ----------
        Total                                                        2,313,092       2,045,753
                                                                    ----------      ----------
                                                                                              
Operating Expenses:                                                                           
  Operation and maintenance:                                                                  
     Fuel, fuel-related expenses, and                                                         
       gas purchased for resale                                        348,963         398,742
     Purchased power                                                   778,674         420,962
     Nuclear refueling outage expenses                                  22,674          17,236
     Other operation and maintenance                                   483,688         426,087
  Depreciation, amortization, and decommissioning                      252,458         228,029
  Taxes other than income taxes                                         95,794          92,991
  Other regulatory credits                                             (34,766)        (21,546)
  Amortization of rate deferrals                                        80,100         111,034
                                                                    ----------      ----------
        Total                                                        2,027,585       1,673,535
                                                                    ----------      ----------
                                                                                              
Operating Income                                                       285,507         372,218
                                                                    ----------      ----------
                                                                                              
Other Income:                                                                                 
  Allowance for equity funds used                                                             
   during construction                                                   2,349           3,033
  Miscellaneous - net                                                   31,573          17,393
                                                                    ----------      ----------
        Total                                                           33,922          20,426
                                                                    ----------      ----------
                                                                                              
Interest Charges:                                                                             
  Interest on long-term debt                                           191,576         185,490
  Other interest - net                                                  10,102          11,905
  Distributions on preferred securities of subsidiaries                 11,178           4,172
  Allowance for borrowed funds used                                                           
   during construction                                                  (1,880)         (2,437)
                                                                    ----------      ----------
        Total                                                          210,976         199,130
                                                                    ----------      ----------
                                                                                              
Income Before Income Taxes                                             108,453         193,514
                                                                                              
Income Taxes                                                            48,399          67,029
                                                                    ----------      ----------
                                                                                              
Net Income before Preferred Dividend Requirements and Other             60,054         126,485
                                                                                              
Preferred and Preference Dividend Requirements of                                  
   Subsidiaries and Other                                               11,776          16,723
                                                                    ----------      ----------
                                                                                              
Consolidated Net Income                                                 48,278         109,762
                                                                    ----------      ----------
                                                                                              
Other Comprehensive Income:                                                                   
     Foreign Currency Translation Adjustment                            16,693            (759)
                                                                    ----------      ----------
                                                                                              
Comprehensive Net Income                                               $64,971        $109,003
                                                                    ==========      ==========
Earnings per average common share:                                                            
     Basic and diluted                                                   $0.20           $0.47
Dividends declared per common share                                      $0.90           $0.45
Average number of common shares outstanding:                                  
     Basic                                                         245,920,415     235,133,608
     Diluted                                                       246,092,660     235,230,360
                                                                                              
See Notes to Financial Statements.                                                            






                  ENTERGY CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
          For The Three Months Ended March 31, 1998 and 1997
                             (Unaudited)
                                                                 
                                                                                     1998            1997
                                                                                        (In Thousands)
                                                                                             
Operating Activities:
  Net Income before Preferred Dividend Requirements and Other                        $60,054        $126,485
  Noncash items included in net income:                                                                     
    Amortization of  rate deferrals                                                   80,100         111,034
    Other regulatory charges (credits)                                               (34,766)        (21,546)
    Depreciation, amortization, and decommissioning                                  252,458         228,029
    Deferred income taxes and investment tax credits                                 (54,938)        (53,743)
    Allowance for equity funds used during construction                               (2,349)         (3,033)
  Changes in working capital:                                                                               
    Receivables                                                                      178,897         115,155
    Fuel inventory                                                                     9,457          32,438
    Accounts payable                                                                (214,906)       (201,617)
    Taxes accrued                                                                     71,519         119,438
    Interest accrued                                                                  (9,490)        (10,637)
    Other working capital accounts                                                    19,789          98,914
  Provision for estimated losses and reserves                                        (62,335)         (1,558)
  Decommissioning trust contributions and realized change in trust assets            (18,894)        (14,656)
  Other                                                                                  (97)        (19,478)
                                                                                    --------      ----------
    Net cash flow provided by operating activities                                  $274,499         505,225
                                                                                    --------      ----------
                                                                                                            
Investing Activities:                                                                                       
  Construction/capital expenditures                                                 (223,231)       (125,743)
  Allowance for equity funds used during construction                                  2,349           3,033
  Nuclear fuel purchases                                                                (515)        (54,155)
  Proceeds from sale/leaseback of nuclear fuel                                         7,433          68,319
  Acquisition of London Electricity, net of cash acquired                                  -      (2,021,501)
  Acquisition of  security companies                                                 (16,591)              -
  Investment in other nonregulated/nonutility properties                              (7,934)         12,515
                                                                                    --------      ----------
    Net cash flow used in investing activities                                      (238,489)     (2,117,532)
                                                                                    --------      ----------
                                                                 






                  ENTERGY CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
          For The Three Months Ended March 31, 1998 and 1997
                             (Unaudited)
                                                             
                                                                 1998          1997
                                                                     (In Thousands)
                                                                        
Financing Activities
  Proceeds from the issuance of:                                                 
    First mortgage bonds                                          112,556         84,490
    Bank notes and other long-term debt                            95,840      1,630,280
    Preferred securities of subsidiaries trust                          -         82,323
    Common stock                                                   12,026         98,695
  Retirement of:                                                                        
    First mortgage bonds                                          (60,000)             -
    General and refunding mortgage bonds                                -        (87,965)
    Other long-term debt                                          (83,208)             -
  Redemption of preferred stock                                    (2,250)      (101,728)
  Changes in short-term borrowings - net                          167,490        258,274
  Preferred stock dividends paid                                  (11,776)       (16,723)
  Common stock dividends paid                                    (110,939)      (105,035)
                                                                 --------      ---------
    Net cash flow provided by financing activities                119,739      1,842,611
                                                                 --------      ---------
                                                                                        
Effect of exchange rates on cash and cash equivalents               2,740           (758)
                                                                 --------      ---------
                                                                                        
Net increase in cash and cash equivalents                         158,489        229,546
                                                                                        
Cash and cash equivalents at beginning of period                  830,547        388,703
                                                                 --------      ---------
Cash and cash equivalents at end of period                       $989,036       $618,249
                                                                 ========      =========
                                                                                        
                                                                                        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           
  Cash paid during the period for:                                                      
    Interest - net of amount capitalized                         $207,888       $223,444
    Income taxes                                                  $14,589         $3,002
  Noncash investing and financing activities:                                           
     Change in unrealized appreciation/(depreciation) of                                
       decommissioning trust assets                               $18,894        ($1,119)
                                                                                        
See Notes to Financial Statements.                                                      





                                                                 
                 ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                 March 31, 1998 and December 31, 1997
                             (Unaudited)
                                                        
                                                                   1998           1997
                                                                       (In Thousands)
                          ASSETS                                                    
                                                                         
Current Assets:
  Cash and cash equivalents:                                                              
    Cash                                                            $66,288        $85,067
    Temporary cash investments - at cost,                                                 
      which approximates market                                     716,413        700,431
    Special deposits                                                206,335         45,049
           Total cash and cash equivalents                          989,036        830,547
  Notes receivable                                                    5,589          8,157
  Accounts receivable:                                                                    
    Customer (less allowance for doubtful accounts of                                     
       $31.7 million in 1998 and $32.8 million in 1997)             419,424        458,085
    Other                                                           216,846        225,523
    Accrued unbilled revenues                                       461,651        580,194
  Deferred fuel                                                     126,295        150,596
  Fuel inventory                                                    109,874        119,331
  Materials and supplies - at average cost                          388,249        367,870
  Rate deferrals                                                    165,615        237,302
  Prepayments and other                                             180,871        193,717
                                                                -----------    -----------
           Total                                                  3,063,450      3,171,322
                                                                -----------    -----------
                                                                                          
Other Property and Investments:                                                           
  Decommissioning trust funds                                       626,356        589,050
  Non-regulated investments                                         588,896        568,951
  Other                                                             222,988        225,818
                                                                -----------    -----------
           Total                                                  1,438,240      1,383,819
                                                                -----------    -----------
                                                                                          
Utility Plant:                                                                            
  Electric                                                       25,505,909     25,310,122
  Plant acquisition adjustment - Entergy Gulf States                435,094        439,160
  Electric plant under leases                                       674,483        674,483
  Property under capital leases - electric                          131,197        134,278
  Natural gas                                                       176,173        169,964
  Steam products                                                     81,881         82,289
  Construction work in progress                                     627,360        565,667
  Nuclear fuel under capital leases                                 245,164        269,011
  Nuclear fuel                                                       70,961         72,875
                                                                -----------    -----------
           Total                                                 27,948,222     27,717,849
  Less - accumulated depreciation and amortization                9,798,817      9,585,021
                                                                -----------    -----------
           Utility plant - net                                   18,149,405     18,132,828
                                                                -----------    -----------
                                                                                          
Deferred Debits and Other Assets:                                                         
  Regulatory assets:                                                                      
    Rate deferrals                                                  154,189        162,602
    SFAS 109 regulatory asset - net                               1,166,144      1,174,187
    Unamortized loss on reacquired debt                             191,981        196,891
    Other regulatory assets                                         495,678        466,780
  Long-term receivables                                              36,301         36,984
    CitiPower license (net of amortization of $29.4 million in 1998
     and $25.6 million in 1997)                                     493,991        486,153
   London Electricity license (net of amortization of $40.3 million
     in 1998 and $ 25.6 million in 1997)                          1,342,226      1,327,312
  Other                                                             510,221        461,822
                                                                -----------    -----------
           Total                                                  4,390,731      4,312,731
                                                                -----------    -----------
                                                                                          
           TOTAL                                                $27,041,826    $27,000,700
                                                                ===========    ===========
See Notes to Financial Statements.                                                        





                                                            
                 ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                March 31, 1998 and December 31, 1997
                            (Unaudited)
                                                        
                                                            
                                                                    1998           1997
                                                                       (In Thousands)
            LIABILITIES AND SHAREHOLDERS' EQUITY                                     
                                                                          
Current Liabilities:
  Currently maturing long-term debt                                 $504,687       $390,674
  Notes payable                                                      602,118        428,964
  Accounts payable                                                   714,245        915,800
  Customer deposits                                                  183,736        178,162
  Taxes accrued                                                      436,791        359,996
  Accumulated deferred income taxes                                   15,500         56,524
  Interest accrued                                                   205,739        214,763
  Dividends declared                                                 118,865          8,166
  Obligations under capital leases                                   175,979        167,700
  Other                                                               61,817         81,303
                                                                 -----------    -----------
           Total                                                   3,019,477      2,802,052
                                                                 -----------    -----------
                                                                                           
Deferred Credits and Other Liabilities:                                                    
  Accumulated deferred income taxes                                4,578,364      4,567,052
  Accumulated deferred investment tax credits                        574,866        587,781
  Obligations under capital leases                                   200,784        236,000
  Other                                                            1,904,456      1,857,514
                                                                 -----------    -----------
           Total                                                   7,258,470      7,248,347
                                                                 -----------    -----------
                                                                                           
  Long-term debt                                                   9,025,711      9,068,325
  Subsidiaries' preferred stock with sinking fund                    182,755        185,005
  Subsidiary's preference stock                                      150,000        150,000
  Company-obligated mandatorily redeemable                                                 
   preferred securities of subsidiary trust holding                                        
   solely junior subordinated deferrable debentures                  215,000        215,000
  Company-obligated redeemable preferred securities of subsidiary
    holding solely junior subordinated deferrable debentures         300,000        300,000
                                                                                           
                                                                                           
Shareholders' Equity:                                                                      
  Subsidiaries' preferred stock without sinking fund                 338,455        338,455
  Common stock, $.01 par value, authorized 500,000,000                                     
    shares; issued 246,556,946 shares in 1998 and 246,149,198
    shares in 1997                                                     2,466          2,461
  Additional paid-in capital                                       4,625,592      4,613,572
  Retained earnings                                                1,984,903      2,157,912
  Cumulative foreign currency translation adjustment                 (53,124)       (69,817)
  Less - treasury stock (266,085 shares in 1998 and                                        
  306,852 shares in 1997)                                              7,879         10,612
                                                                 -----------    -----------
           Total                                                   6,890,413      7,031,971
                                                                 -----------    -----------
                                                                                           
Commitments and Contingencies (Notes 1 and 2)                                              
                                                                                           
           TOTAL                                                 $27,041,826    $27,000,700
                                                                 ===========    ===========
See Notes to Financial Statements.                                                         



                  ENTERGY CORPORATION AND SUBSIDIARIES
                      SELECTED OPERATING RESULTS
          For the Three Months Ended March 31, 1998 and 1997
                              (Unaudited)
                                                                        
                                       Three Months Ended   Increase/      
            Description                1998      1997      (Decrease)    %
                                                   (In Millions)    
Domestic Utility Electric Operating                                          
Revenues:
  Residential                         $ 463.1      $ 502.1   ($39.0)      (8)
  Commercial                            332.6        368.3    (35.7)     (10)
  Industrial                            444.7        496.9    (52.2)     (11)
  Governmental                           41.5         41.6     (0.1)       -
                                     ------------------------------
    Total retail                      1,281.9      1,408.9   (127.0)      (9)
  Sales for resale                       83.0         76.6      6.4        8
  Other                                 (44.9)       (33.6)   (11.3)     (34)
                                     ------------------------------
    Total                            $1,320.0    $ 1,451.9  ($131.9)      (9)
                                     ==============================
Billed Electric Energy                                                       
 Sales (GWH):                                                                
  Residential                           6,240        6,399     (159)      (2)
  Commercial                            4,829        4,895      (66)      (1)
  Industrial                           10,412       10,897     (485)      (4)
  Governmental                            627          595       32        5
                                     ------------------------------
    Total retail                       22,108       22,786     (678)      (3)
  Sales for resale                      1,930        2,425     (495)     (20)
                                     ------------------------------
    Total                              24,038       25,211   (1,173)      (5)
                                     ==============================

                                                                        

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

     Net income decreased for the first quarter of 1998 primarily due
to  a decrease in electric operating revenues, partially offset by  a
decrease in operating expenses.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1998  and  1997  are
discussed under "Revenues and Sales", "Expenses", and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1998 are as follows:
                                             First Quarter
Description                               Increase/(Decrease)
                                              (In Millions)
                                                                
Change in base revenues                           $1.6   
Rate riders                                      (27.1)   
Fuel cost recovery                                (6.7)   
Sales volume/weather                              (1.6)   
Other revenue (including unbilled)                15.6   
Sales for resale                                 (26.6)   
                                                ------
   Total                                        ($44.8)   
                                                ======

      Electric operating revenues decreased for the first quarter  of
1998  primarily as a result of a decrease in rate rider  revenue  and
sales  for  resale, partially offset by an increase in other  revenue
(primarily  unbilled revenue).  Rate rider revenue  (which  does  not
affect  net income) decreased primarily due to the decline  in  Grand
Gulf  1  cost  recovery  rate  rider  revenues  reflecting  scheduled
reductions in the phase-in plan.  Sales for resale decreased due to a
decrease  in sales to associated companies as a result of changes  in
generation  requirements and availability among the domestic  utility
companies.  Unbilled revenue increased primarily as a  result  of  an
increase  in generation and the prior year's unfavorable variance  in
fuel revenues.

Expenses

      Operating  expenses  decreased for the first  quarter  of  1998
primarily  due to decreases in fuel expenses and in the  amortization
of  Grand  Gulf 1 rate deferrals and an increase in other  regulatory
credits.   Fuel  expenses decreased primarily due to a  reduction  in
generation related to the decrease in sales for resale.  The decrease
in  the  amortization  of Grand Gulf 1 rate deferrals  is  due  to  a
decrease in amortization prescribed in the Grand Gulf 1 rate phase-in
plan and the Stipulation and Settlement Agreement with the APSC.  The
change  in  other regulatory credits is a result of  the  net  under-
recovery of Grand Gulf 1 related costs in the first quarter  of  1998
compared to the net over-recovery in the first quarter of 1997.

Other

     The effective income tax rates for the first quarter of 1998 and
1997  were  42.7% and 17.1%, respectively.  The increase in  1998  is
primarily due to the increased reversal of previously recorded  AFUDC
amounts  included in depreciation and the impact of  a  research  and
experimentation credit recorded in the first quarter of 1997.
                                  



                      ENTERGY ARKANSAS, INC.
                       STATEMENTS OF INCOME
       For the Three Months Ended March 31, 1998 and 1997
                           (Unaudited)
                                                                             
                                                             1998            1997
                                                                (In Thousands)
                                                                      
Operating Revenues                                          $329,869        $374,731
                                                            --------        --------
                                                                                    
Operating Expenses:                                                                 
  Operation and maintenance:                                                        
     Fuel and fuel-related expenses                           46,223          66,593
     Purchased power                                          95,395          94,734
     Nuclear refueling outage expenses                         8,091           6,900
     Other operation and maintenance                          85,799          85,716
  Depreciation, amortization, and decommissioning             45,260          41,449
  Taxes other than income taxes                               10,360           9,428
  Other regulatory charges (credits)                         (10,581)            736
  Amortization of rate deferrals                              22,068          38,285
                                                            --------        --------
        Total                                                302,615         343,841
                                                            --------        --------
                                                                                    
Operating Income                                              27,254          30,890
                                                            --------        --------
                                                                                    
Other Income:                                                                       
  Allowance for equity funds used                                                   
   during construction                                           704           1,443
  Miscellaneous - net                                          6,870           5,325
                                                            --------        --------
        Total                                                  7,574           6,768
                                                            --------        --------
                                                                                    
Interest Charges:                                                                   
  Interest on long-term debt                                  23,464          24,450
  Other interest - net                                           776             929
  Distributions on preferred securities of subsidiary          1,255           1,275
  Allowance for borrowed funds used                                                 
   during construction                                          (487)           (868)
                                                            --------        --------
        Total                                                 25,008          25,786
                                                            --------        --------
                                                                                    
Income Before Income Taxes                                     9,820          11,872
                                                                                    
Income Taxes                                                   4,197           2,024
                                                            --------        --------
                                                                                    
Net Income                                                     5,623           9,848
                                                                                    
Preferred Stock Dividend Requirements                                               
  and Other                                                    2,626           2,832
                                                            --------        --------
                                                                                    
Earnings Applicable to Common Stock                           $2,997          $7,016
                                                            ========        ========
See Notes to Financial Statements.                                                  





                        ENTERGY ARKANSAS, INC.
                       STATEMENTS OF CASH FLOWS
          For the Three Months Ended March 31, 1998 and 1997
                             (Unaudited)
                                                
                                                                          1998            1997
                                                                           (In Thousands)
                                                                                 
Operating Activities:
  Net income                                                             $5,623          $9,848
  Noncash items included in net income:                                                        
    Amortization of rate deferrals                                       22,068          38,285
    Other regulatory charges (credits)                                  (10,581)            736
    Depreciation, amortization, and decommissioning                      45,260          41,449
    Deferred income taxes and investment tax credits                     (9,854)        (21,515)
    Allowance for equity funds used during construction                    (704)         (1,443)
  Changes in working capital:                                                                  
    Receivables                                                          46,353          61,901
    Fuel inventory                                                        1,151           3,511
    Accounts payable                                                     11,184         (22,825)
    Taxes accrued                                                        19,038          26,040
    Interest accrued                                                     (1,462)           (421)
    Other working capital accounts                                      (16,353)         (6,349)
  Decommissioning trust contributions and realized                                             
   change in trust assets                                                (6,281)         (4,046)
  Provision for estimated losses and reserves                            (1,706)          3,036
  Other                                                                  (1,092)         14,366
                                                                      ---------       ---------
    Net cash flow provided by operating activities                      102,644         142,573
                                                                      ---------       ---------
                                                                                               
Investing Activities:                                                                          
  Construction expenditures                                             (28,837)        (32,479)
  Allowance for equity funds used during construction                       704           1,443
  Nuclear fuel purchases                                                 (6,832)        (35,574)
  Proceeds from sale/leaseback of nuclear fuel                            6,832          35,595
                                                                      ---------       ---------
    Net cash flow used in investing activities                          (28,133)        (31,015)
                                                                      ---------       ---------
                                                                                               
Financing Activities:                                                                          
 Proceeds from the issuance of first mortgage bonds                           -          84,490
  Retirement of:                                                                               
     First mortgage bonds                                                     -         (30,000)
     Other long-term debt                                               (45,500)              -
  Dividends paid:                                                                              
    Common stock                                                              -         (26,400)
    Preferred stock                                                      (2,626)         (5,663)
                                                                      ---------       ---------
    Net cash flow provided by (used in) financing activities            (48,126)         22,427
                                                                      ---------       ---------
                                                                                               
Net increase in cash and cash equivalents                                26,385         133,985
                                                                                               
Cash and cash equivalents at beginning of period                        203,391          43,857
                                                                      ---------       ---------
                                                                                               
Cash and cash equivalents at end of period                             $229,776        $177,842
                                                                      =========       =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                        
  Cash paid during the period for:                                                             
    Interest - net of amount capitalized                                $26,891         $22,208
    Income taxes                                                           $469          $4,260
  Noncash investing and financing activities:                                                  
    Capital lease obligations incurred                                        -         $27,500
    Change in unrealized appreciation of                                                       
     decommissioning trust assets                                       $12,502            $143
                                                                                               
See Notes to Financial Statements.                                                             






                     ENTERGY ARKANSAS, INC.
                        BALANCE SHEETS
            March 31, 1998 and December 31, 1997
                        (Unaudited)
                                                                                
                                                               1998               1997
                      ASSETS                                        (In Thousands)
                                                                            
Current Assets:
  Cash and cash equivalents:                                                            
    Cash                                                       $3,386             $6,076
    Temporary cash investments - at cost,                                               
      which approximates market:                                                        
        Associated companies                                   40,395             41,389
        Other                                                  95,221            110,877
    Special deposits                                           90,774             45,049
                                                           ----------         ----------
           Total cash and cash equivalents                    229,776            203,391
  Accounts receivable:                                                                  
    Customer (less allowance for doubtful accounts                                      
     of $1.8 million in 1998 and 1997)                         64,320             71,910
    Associated companies                                       35,206             46,166
    Other                                                       6,905             10,282
    Accrued unbilled revenues                                  65,190             89,616
  Fuel inventory - at average cost                             27,018             28,169
  Materials and supplies - at average cost                     83,145             79,692
  Rate deferrals                                               53,181             75,249
  Deferred nuclear refueling outage costs                      18,079             24,335
  Prepayments and other                                        12,236              8,647
                                                           ----------         ----------
           Total                                              595,056            637,457
                                                           ----------         ----------
                                                                                        
Other Property and Investments:                                                         
  Investment in subsidiary companies - at equity               11,213             11,213
  Decommissioning trust fund                                  269,356            250,573
  Other - at cost (less accumulated depreciation)               4,982              4,939
                                                           ----------         ----------
           Total                                              285,551            266,725
                                                           ----------         ----------
                                                                                        
Utility Plant:                                                                          
  Electric                                                  4,663,349          4,650,065
  Property under capital leases                                52,918             53,843
  Construction work in progress                               145,143            123,087
  Nuclear fuel under capital lease                             90,591             92,621
                                                           ----------         ----------
           Total                                            4,952,001          4,919,616
  Less - accumulated depreciation and amortization          2,163,747          2,116,826
                                                           ----------         ----------
           Utility plant - net                              2,788,254          2,802,790
                                                           ----------         ----------
                                                                                        
Deferred Debits and Other Assets:                                                       
  Regulatory assets:                                                                    
    SFAS 109 regulatory asset - net                           252,275            252,712
    Unamortized loss on reacquired debt                        53,180             53,780
    Other regulatory assets                                    84,738             79,461
  Other                                                        13,273             13,952
                                                           ----------         ----------
           Total                                              403,466            399,905
                                                           ----------         ----------
                                                                                        
           TOTAL                                           $4,072,327         $4,106,877
                                                           ==========         ==========
See Notes to Financial Statements.                                                      
                                                                                        




                                                      
                         ENTERGY ARKANSAS, INC.
                           BALANCE SHEETS
                 March 31, 1998 and December 31, 1997
                            (Unaudited)
                                                 
                                                                 1998               1997
         LIABILITIES AND SHAREHOLDER'S EQUITY                        (In Thousands)
                                                                             
Current Liabilities:                                                                       
  Currently maturing long-term debt                             $105,924            $60,650
  Notes payable                                                      667                667
  Accounts payable:                                                        
    Associated companies                                          70,555             59,438
    Other                                                         76,472             76,405
  Customer deposits                                               24,433             23,437
  Taxes accrued                                                   96,365             77,327
  Accumulated deferred income taxes                               25,203             32,239
  Interest accrued                                                27,364             28,826
  Co-owner advances                                               12,068              7,666
  Deferred fuel cost                                               2,548             16,244
  Obligations under capital leases                                60,810             62,623
  Other                                                           14,427             21,696
                                                              ----------         ----------
           Total                                                 516,836            467,218
                                                              ----------         ----------
                                                                                           
Deferred Credits and Other Liabilities:                                                    
  Accumulated deferred income taxes                              759,010            759,489
  Accumulated deferred investment tax credits                    102,616            103,899
  Obligations under capital leases                                82,700             83,841
  Other                                                          174,233            169,884
                                                              ----------         ----------
           Total                                               1,118,559          1,117,113
                                                              ----------         ----------
                                                                                           
Long-term debt                                                 1,156,250          1,244,860
Preferred stock with sinking fund                                 31,027             31,027
Company-obligated mandatorily redeemable                                                   
  preferred securities of subsidiary trust holding                                         
  solely junior subordinated deferrable debentures                60,000             60,000
                                                                                           
Shareholder's Equity:                                                                      
  Preferred stock without sinking fund                           116,350            116,350
  Common stock, $0.01 par value, authorized                                                
    325,000,000 shares; issued and outstanding                                             
    46,980,196 shares                                                470                470
  Additional Paid-in capital                                     590,134            590,134
  Retained earnings                                              482,701            479,705
                                                              ----------         ----------
           Total                                               1,189,655          1,186,659
                                                              ----------         ----------
                                                                                           
Commitments and Contingencies (Notes 1 and 2)                                              
                                                                                           
           TOTAL                                              $4,072,327         $4,106,877
                                                              ==========         ==========
See Notes to Financial Statements.                                                         




                       ENTERGY ARKANSAS, INC.
                     SELECTED OPERATING RESULTS
          For the Three Months Ended March 31, 1998 and 1997
                           (Unaudited)
                                                                        
                                                                         
                                       Three Months Ended Increase/      
            Description                1998      1997    (Decrease)      %
                                             (In Millions)
Electric Operating Revenues:                                            
  Residential                         $ 120.9   $ 131.4    ($10.5)      (8)
  Commercial                             59.5      72.6     (13.1)     (18)
  Industrial                             72.3      81.6      (9.3)     (11)
  Governmental                            3.4       4.3      (0.9)     (21)
                                      ---------------------------
    Total retail                        256.1     289.9     (33.8)     (12)
  Sales for resale                                                           
     Associated companies                34.2      60.8     (26.6)     (44)
     Non-associated companies            44.2      44.2         -        -
  Other                                  (4.6)    (20.2)     15.6       77
                                      ---------------------------
    Total                             $ 329.9   $ 374.7    ($44.8)     (12)
                                      =========================== 
Billed Electric Energy                                                  
 Sales (GWH):                                                           
  Residential                           1,504     1,518       (14)      (1)
  Commercial                            1,003     1,008        (5)       -
  Industrial                            1,566     1,570        (4)       -
  Governmental                             55        60        (5)      (8)
                                      ---------------------------
    Total retail                        4,128     4,156       (28)      (1)
  Sales for resale                                                           
     Associated companies               1,638     2,974    (1,336)     (45)
     Non-associated companies           1,173     1,496      (323)     (22)
                                      ---------------------------
    Total                               6,939     8,626    (1,687)     (20)
                                      ===========================


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

     Net income decreased for the first quarter of 1998 primarily due
to  a  decrease  in operating revenues and an increase  in  operating
expenses,  partially  offset by a decrease in  interest  charges  and
lower income taxes.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1998  and  1997  are
discussed under "Revenues and Sales", "Expenses", and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1998 are as follows:
                                                     First Quarter         
Description                                       Increase/(Decrease)
                                                     (In Millions)              
                                                                         
Change in base revenues                                  ($10.2)    
Fuel cost recovery                                         (1.6)    
Sales volume/weather                                          -    
Other revenue (including unbilled)                        (13.1)    
Sales for resale                                            8.6    
                                                         ------
   Total                                                 ($16.3)    
                                                         ======

      Electric operating revenues decreased for the first quarter  of
1998  primarily due to decreases in base revenues and  other  revenue
(primarily  unbilled revenue).  These decreases are partially  offset
by  an  increase  in  sales  for  resale.   Base  revenues  decreased
primarily due to aggressive pricing strategies for targeted  customer
segments, the reserve accrued in the first quarter of 1998  for  rate
refunds  for  Texas  retail customers, and a base rate  reduction  in
Louisiana  in the first quarter of 1998.  This decrease is  partially
offset  by a Louisiana reserve accrued in the first quarter of  1997.
Unbilled revenues decreased as a result of decreased pricing due to a
rate  reduction in the first quarter of 1998 as compared to the first
quarter  of  1997.  Sales for resale increased due to an increase  in
sales to non-associated utilities and additional revenues related  to
the sale of energy from the 30% interest in River Bend transferred by
the Cajun bankruptcy trustee to Entergy Gulf States in December 1997.

      Gas  operating revenues decreased for the first quarter of 1998
due  to  a  lower  unit price for gas purchased  for  resale.   Steam
operating  revenues decreased for the first quarter of 1998 primarily
due to changes in the customer contract in 1996, which were not fully
effective in the first quarter of 1997.

Expenses

      Operating expenses increased slightly for the first quarter  of
1998  primarily  due  to  increased other operation  and  maintenance
expenses, partially offset by a decrease in the amortization of  rate
deferrals.  Other operation and maintenance expenses increased  as  a
result  of  the inclusion of expenses related to the 30% interest  in
River  Bend  transferred by the Cajun bankruptcy trustee  to  Entergy
Gulf  States in December 1997.  Entergy Gulf States now includes 100%
of  River  Bend's operation and maintenance expenses in its operating
expenses, as compared to 70% of such expenses in the first quarter of
1997.   The  amortization of rate deferrals decreased for  the  first
quarter of 1998 due to the expiration of the Louisiana retail  phase-
in plan for River Bend in February 1998.
                      
                      
                      ENTERGY GULF STATES, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
Other

      Interest  charges  decreased for  the  first  quarter  of  1998
primarily due to the retirement of certain long-term debt in 1997.

     The effective income tax rates for the first quarter of 1998 and
1997  were  46.8% and 37.9%, respectively.  The increase in  1998  is
primarily due to the increased reversal of previously recorded  AFUDC
amounts included in depreciation.





                        ENTERGY GULF STATES, INC.
                          STATEMENTS OF INCOME
           For the Three Months Ended March 31, 1998 and 1997
                              (Unaudited)
                                               
                                                               1998            1997
                                                                 (In Thousands)
                                                                       
Operating Revenues:
  Electric                                                   $431,864        $448,138
  Natural gas                                                  17,245          22,101
  Steam products                                                8,400          11,089
                                                             --------        --------
        Total                                                 457,509         481,328
                                                             --------        --------
                                                                                     
Operating Expenses:                                                                  
  Operation and maintenance:                                                         
    Fuel, fuel-related expenses, and                                                 
     gas purchased for resale                                 118,286         120,392
    Purchased power                                            78,660          79,341
    Nuclear refueling outage expenses                           4,549           2,645
    Other operation and maintenance                            98,539          83,262
  Depreciation, amortization, and decommissioning              54,297          52,968
  Taxes other than income taxes                                30,911          29,207
  Other regulatory credits                                     (6,336)         (5,865)
  Amortization of rate deferrals                               14,942          26,364
                                                             --------        --------
        Total                                                 393,848         388,314
                                                             --------        --------
                                                                                     
Operating Income                                               63,661          93,014
                                                             --------        --------
                                                                                     
Other Income:                                                                        
  Allowance for equity funds used                                                    
    during construction                                           612             725
  Miscellaneous - net                                           3,960           4,101
                                                             --------        --------
        Total                                                   4,572           4,826
                                                             --------        --------
                                                                                     
Interest Charges:                                                                    
  Interest on long-term debt                                   38,371          41,986
  Other interest - net                                            744           2,738
  Distributions on preferred securities of subsidiary           1,860           1,322
  Allowance for borrowed funds used                                                  
    during construction                                          (467)           (619)
                                                             --------        --------
        Total                                                  40,508          45,427
                                                             --------        --------
                                                                                     
Income Before Income Taxes                                     27,725          52,413
                                                                                     
Income Taxes                                                   12,969          19,878
                                                             --------        --------
                                                                                     
Net Income                                                     14,756          32,535
                                                                                     
Preferred and Preference Stock                                                       
  Dividend Requirements and Other                               4,814           8,943
                                                             --------        --------
                                                                                     
Earnings Applicable to Common Stock                            $9,942         $23,592
                                                             ========        ========
See Notes to Financial Statements.                                                   





                        ENTERGY GULF STATES, INC.
                        STATEMENTS OF CASH FLOWS
           For the Three Months Ended March 31, 1998 and 1997
                              (Unaudited)
                                                   
                                                                    1998               1997
                                                                         (In Thousands)
                                                                               
Operating Activities:
  Net income                                                       $14,756            $32,535
  Noncash items included in net income:                                                      
    Amortization of rate deferrals                                  14,942             26,364
    Other regulatory credits                                        (6,336)            (5,865)
    Depreciation, amortization, and decommissioning                 54,297             52,968
    Deferred income taxes and investment tax credits               (12,750)             6,614
    Allowance for equity funds used during construction               (612)              (725)
  Changes in working capital:                                                                
    Receivables                                                     29,735            (15,453)
    Fuel inventory                                                  (3,252)             3,838
    Accounts payable                                               (23,962)           (19,558)
    Taxes accrued                                                   17,416              4,981
    Interest accrued                                                 7,812              7,099
    Deferred fuel                                                   14,027             (3,648)
    Other working capital accounts                                   6,790             12,860
  Decommissioning trust contributions and realized                                           
    change in trust assets                                          (4,005)            (1,926)
  Provision for estimated losses and reserves                       (3,574)            (2,284)
  Other                                                              9,458             12,859
                                                                  --------           --------
    Net cash flow provided by operating activities                 114,742            110,659
                                                                  --------           --------
                                                                                             
Investing Activities:                                                                        
  Construction expenditures                                        (21,553)           (27,932)
  Allowance for equity funds used during construction                  612                725
  Nuclear fuel purchases                                              (153)                 -
  Proceeds from sale/leaseback of nuclear fuel                         146                  -
                                                                  --------           --------
    Net cash flow used in investing activities                     (20,948)           (27,207)
                                                                  --------           --------
                                                                                             
Financing Activities:                                                                        
  Proceeds from the issuance of                                                              
    preferred securities of subsidiary trust                             -             82,323
  Retirement of first mortgage bonds                               (25,000)           (41,965)
  Redemption of preferred and preference stock                      (2,250)           (89,367)
  Dividends paid:                                                                            
    Common stock                                                   (71,358)                 -
    Preferred and preference stock                                  (4,814)            (6,940)
                                                                  --------           --------
    Net cash flow used in financing activities                    (103,422)           (55,949)
                                                                  --------           --------
                                                                                             
Net increase (decrease) in cash and cash equivalents                (9,628)            27,503
                                                                                             
Cash and cash equivalents at beginning of period                   165,164            122,406
                                                                  --------           --------
                                                                                             
Cash and cash equivalents at end of period                        $155,536           $149,909
                                                                  ========           ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                            
  Cash paid during the period for:                                                           
    Interest - net of amount capitalized                           $29,047            $34,925
    Income taxes                                                    $7,455                  -
  Noncash investing and financing activities:                                                
    Change in unrealized appreciation of                                                     
      decommissioning trust assets                                  $2,278                $41
                                                                                             
See Notes to Financial Statements.                                                           




                        ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                 March 31, 1998 and December 31, 1997
                              (Unaudited)
                                                                             
                                                               1998            1997
                       ASSETS                                    (In Thousands)
                                                                   
Current Assets:                                                                    
  Cash and cash equivalents:                                                       
    Cash                                                      $7,967        $10,549
    Temporary cash investments - at cost,                                          
      which approximates market:                                                   
        Associated companies                                  38,810         37,389
        Other                                                108,759        117,226
                                                          ----------     ----------
           Total cash and cash equivalents                   155,536        165,164
  Accounts receivable:                                                             
    Customer (less allowance for doubtful accounts                                 
     of $1.8 million in 1998 and 1997)                        80,245         99,762
    Associated companies                                      11,166          9,024
    Other                                                     24,344         32,837
    Accrued unbilled revenues                                 70,958         74,825
  Deferred fuel costs                                        131,730        145,757
  Accumulated deferred income taxes                           27,683         22,093
  Fuel inventory - at average cost                            40,879         37,627
  Materials and supplies - at average cost                   109,393        104,690
  Rate deferrals                                               9,077         21,749
  Prepayments and other                                       14,905         21,680
                                                          ----------     ----------
           Total                                             675,916        735,208
                                                          ----------     ----------
                                                                                   
Other Property and Investments:                                                    
  Decommissioning trust fund                                 193,745        187,462
  Other - at cost (less accumulated depreciation)            176,848        176,953
                                                          ----------     ----------
           Total                                             370,593        364,415
                                                          ----------     ----------
                                                                                   
Utility Plant:                                                                     
  Electric                                                 7,186,550      7,168,668
  Natural Gas                                                 48,460         47,656
  Steam products                                              81,881         82,289
  Property under capital leases                               66,677         67,946
  Construction work in progress                               92,100         90,333
  Nuclear fuel under capital lease                            48,600         54,390
  Nuclear fuel                                                20,466         23,051
                                                          ----------     ----------
           Total                                           7,544,734      7,534,333
  Less - accumulated depreciation and amortization         3,044,950      2,996,147
                                                          ----------     ----------
           Utility plant - net                             4,499,784      4,538,186
                                                          ----------     ----------
                                                                                   
Deferred Debits and Other Assets:                                                  
  Regulatory assets:                                                               
    Rate deferrals                                            96,140         98,410
    SFAS 109 regulatory asset - net                          376,902        376,275
    Unamortized loss on reacquired debt                       46,987         48,417
    Other regulatory assets                                   86,152         86,819
    Long-term receivables                                     36,301         36,984
  Other                                                      210,802        203,923
                                                          ----------     ----------
           Total                                             853,284        850,828
                                                          ----------     ----------
                                                                                   
           TOTAL                                          $6,399,577     $6,488,637
                                                          ==========     ==========
See Notes to Financial Statements.                                                 
                                                                                   




                      ENTERGY GULF STATES, INC.
                          BALANCE SHEETS
               March 31, 1998 and December 31, 1997
                           (Unaudited)
                                                 
                                                             1998           1997
         LIABILITIES AND SHAREHOLDER'S EQUITY                    (In Thousands)
                                                                    
Current Liabilities:
  Currently maturing long-term debt                          $190,890       $190,890
  Accounts payable:                                                                 
    Associated companies                                       55,835         48,726
    Other                                                      78,373        109,444
  Customer deposits                                            31,424         30,311
  Taxes accrued                                                65,734         48,318
  Interest accrued                                             52,966         45,154
  Nuclear refueling reserve                                     7,332          3,386
  Obligations under capital leases                             30,307         30,280
  Other                                                        17,305         17,646
                                                           ----------     ----------
           Total                                              530,166        524,155
                                                           ----------     ----------
                                                                                    
Deferred Credits and Other Liabilities:                                             
  Accumulated deferred income taxes                         1,127,422      1,124,644
  Accumulated deferred investment tax credits                 206,271        215,438
  Obligations under capital leases                             84,971         92,055
  Deferred River Bend finance charges                           4,646          9,330
  Other                                                       925,659        914,079
                                                           ----------     ----------
           Total                                            2,348,969      2,355,546
                                                           ----------     ----------
                                                                                    
Long-term debt                                              1,677,775      1,702,719
Preferred stock with sinking fund                              66,728         68,978
Preference stock                                              150,000        150,000
Company - obligated mandatorily redeemable                                          
    preferred securities of subsidiary trust holding                                
    solely junior subordinated deferrable debentures           85,000         85,000
                                                                                    
                                                                                    
Shareholder's Equity:                                                               
  Preferred stock without sinking fund                         51,444         51,444
  Common stock, no par value, authorized                                            
    200,000,000 shares; issued and outstanding                                      
    100 shares                                                114,055        114,055
  Additional paid-in capital                                1,152,575      1,152,575
  Retained earnings                                           222,865        284,165
                                                           ----------     ----------
           Total                                            1,540,939      1,602,239
                                                           ----------     ----------
                                                                                    
Commitments and Contingencies (Notes 1 and 2)                                       
                                                                                    
           TOTAL                                           $6,399,577     $6,488,637
                                                           ==========     ==========
See Notes to Financial Statements.                                                  



                       ENTERGY GULF STATES, INC.
                      SELECTED OPERATING RESULTS
        For the Three Months Ended March 31, 1998 and 1997
                             (Unaudited)
                                                                        
                                      Three Months Ended  Increase/      
            Description                1998      1997    (Decrease)      %
                                             (In Millions)                   
Electric Department Operating                                           
Revenues:
  Residential                         $ 128.3   $ 133.6    ($ 5.3)      (4)
  Commercial                            100.4     105.4      (5.0)      (5)
  Industrial                            175.6     177.9      (2.3)      (1)
  Governmental                           10.6       8.0       2.6       33
                                      ---------------------------
    Total retail                        414.9     424.9     (10.0)      (2)
  Sales for resale                                                           
     Associated companies                 1.8       9.0      (7.2)     (80)
     Non-associated companies            21.5       5.7      15.8      277
  Other (1)                              (6.3)      8.6     (14.9)    (173)
                                      ---------------------------
    Total Electric Department         $ 431.9   $ 448.2   ($ 16.3)      (4)
                                      =========================== 
Billed Electric Energy                                                  
 Sales (GWH):                                                           
  Residential                           1,720     1,793       (73)      (4)
  Commercial                            1,441     1,488       (47)      (3)
  Industrial                            4,348     4,165       183        4
  Governmental                            154       115        39       34
                                      ---------------------------
    Total retail                        7,663     7,561       102        1
  Sales for resale                                                           
     Associated companies                  57        46        11       24
     Non-associated companies             501       664      (163)     (25)
                                      ---------------------------
    Total Electric Department           8,221     8,271       (50)      (1)
                                      =========================== 

(1) Includes the effect of the provision for rate refunds.
                                  

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


Net Income

     Net income decreased for the first quarter of 1998 primarily due
to  a decrease in electric operating revenues, partially offset by  a
decrease in operating expenses and lower income taxes.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1998  and  1997  are
discussed under "Revenues and Sales", "Expenses",  and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1998 are as follows:
                                                    First Quarter
Description                                      Increase/(Decrease)
                                                    (In Millions)
                                                                           
Change in base revenues                                 ($8.4)       
Fuel cost recovery                                      (46.1)       
Sales volume/weather                                    (16.0)       
Other revenue (including unbilled)                       (7.1)       
Sales for resale                                         (0.3)       
                                                       ------
   Total                                               ($77.9)       
                                                       ====== 
      
      Electric operating revenues decreased for the first quarter  of
1998  primarily due to lower fuel adjustment revenues, which  do  not
affect net income, decreases in base revenues and other revenues, and
lower  sales volume.  Fuel adjustment revenues decreased due to lower
sales volume and pricing.  Base revenues decreased due to a base rate
reduction  that became effective in the third quarter of  1997.   The
decrease  in other revenue, primarily unbilled revenue, is due  to  a
decrease in sales volume and pricing.  Sales volume decreased due  to
the  loss  of  a  large industrial customer as well as  substantially
lower  sales to another large industrial customer during the  current
period  due  to customer cogeneration.  Milder weather in  the  first
quarter of 1998 also contributed to the lower sales volume.
                                  
Expenses

      Operating  expenses  decreased for the first  quarter  of  1998
primarily due to a decrease in fuel and purchased power expenses as a
result of decreased generation as a result of lower sales volume  and
lower gas prices.

Other

     The effective income tax rates for the first quarter of 1998 and
1997  were  46.9% and 40.8%, respectively.  The increase in  1998  is
primarily due to the impact of a research and experimentation  credit
recorded in the first quarter of 1997.



                        ENTERGY LOUISIANA, INC.
                         STATEMENTS OF INCOME
         For the Three Months Ended March 31, 1998 and 1997
                              (Unaudited)
                                                                                    
                                                                  1998               1997
                                                                       (In Thousands)
                                                                                    
                                                                              
Operating Revenues                                               $356,038           $433,983
                                                                 --------           --------
Operating Expenses:                                                                         
  Operation and maintenance:                                                                
     Fuel and fuel-related expenses                                74,702            112,916
     Purchased power                                               87,996             96,196
     Nuclear refueling outage expenses                              5,435              3,975
     Other operation and maintenance                               71,024             74,085
  Depreciation, amortization, and decommissioning                  44,078             44,371
  Taxes other than income taxes                                    18,458             18,239
  Other regulatory charges (credits)                                 (877)             3,495
  Amortization of rate deferrals                                        -              2,826
                                                                 --------           --------
        Total                                                     300,816            356,103
                                                                 --------           --------
                                                                                            
Operating Income                                                   55,222             77,880
                                                                 --------           --------
                                                                                            
Other Income (Deductions):                                                                  
  Allowance for equity funds used                                                           
   during construction                                                361                218
  Miscellaneous - net                                               2,140               (641)
                                                                 --------           --------
        Total                                                       2,501               (423)
                                                                 --------           --------
                                                                                            
Interest Charges:                                                                           
  Interest on long-term debt                                       28,762             30,083
  Other interest - net                                              1,506              1,935
  Distributions on preferred securities of subsidiary               1,575              1,575
  Allowance for borrowed funds used                                                         
   during construction                                               (333)              (378)
                                                                 --------           --------
        Total                                                      31,510             33,215
                                                                 --------           --------
                                                                                            
Income Before Income Taxes                                         26,213             44,242
                                                                                            
Income Taxes                                                       12,296             18,070
                                                                 --------           --------
                                                                                            
Net Income                                                         13,917             26,172
                                                                                            
Preferred Stock Dividend Requirements                                                       
  and Other                                                         3,253              3,592
                                                                 --------           --------
                                                                                            
Earnings Applicable to Common Stock                               $10,664            $22,580
                                                                 ========           ========
                                                                                            
See Notes to Financial Statements.                                                          




                        ENTERGY LOUISIANA, INC.
                        STATEMENTS OF CASH FLOWS
          For the Three Months ended March 31, 1998 and 1997
                              (Unaudited)
                                                
                                                                       1998            1997
                                                                          (In Thousands)
                                                                                 
Operating Activities:                                                                         
  Net income                                                          $13,917          $26,172
  Noncash items included in net income:                                                       
    Amortization of rate deferrals                                          -            2,826
    Other regulatory charges (credits)                                   (877)           3,495
    Depreciation, amortization, and decommissioning                    44,078           44,371
    Deferred income taxes and investment tax credits                  (12,317)         (17,008)
    Allowance for equity funds used during construction                  (361)            (218)
  Changes in working capital:                                                                 
    Receivables                                                        21,549            2,259
    Accounts payable                                                  (38,381)         (33,184)
    Taxes accrued                                                      29,713           23,535
    Interest accrued                                                   (8,091)         (21,862)
    Deferred fuel                                                      16,221           23,843
    Other working capital accounts                                        600           18,534
  Decommissioning trust contributions and realized                                            
    change in trust assets                                             (2,860)          (4,393)
  Provision for estimated losses and reserves                           1,120            2,586
  Other                                                                   353            5,239
                                                                     --------         --------
    Net cash flow provided by operating activities                     64,664           76,195
                                                                     --------         --------
                                                                                              
Investing Activities:                                                                         
  Construction expenditures                                           (19,325)         (12,421)
  Allowance for equity funds used during construction                     361              218
  Nuclear fuel purchases                                                    -          (32,685)
  Proceeds from sale/leaseback of nuclear fuel                              -           32,685
                                                                     --------         --------
    Net cash flow used in investing activities                        (18,964)         (12,203)
                                                                     --------         --------
                                                                                              
Financing Activities:                                                                         
  Proceeds from the issuance of first mortgage bonds                  112,556                -
  Retirement of first mortgage bonds                                  (35,000)         (16,000)
  Redemption of preferred stock                                             -           (7,500)
  Changes in short-term borrowings - net                                    -           (6,694)
  Dividends paid:                                                                             
    Common stock                                                       (5,200)         (26,900)
    Preferred stock                                                    (3,253)          (3,490)
                                                                     --------         --------
    Net cash flow provided by (used in) financing activities           69,103          (60,584)
                                                                     --------         --------
                                                                                              
Net increase in cash and cash equivalents                             114,803            3,408
                                                                                              
Cash and cash equivalents at beginning of period                       49,749           23,746
                                                                     --------         --------
                                                                                              
Cash and cash equivalents at end of period                           $164,552          $27,154
                                                                     ========         ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                        
   Cash paid during the period for:                                                           
     Interest - net of amount capitalized                             $36,780          $52,242
     Income taxes                                                      $8,400                -
   Noncash investing and financing activities:                                                
     Change in unrealized appreciation (depreciation) of                                      
        decommissioning trust assets                                   $2,358            ($321)
                                                                                              
See Notes to Financial Statements.                                                           





                        ENTERGY LOUISIANA, INC.
                           BALANCE SHEETS
                March 31, 1998 and December 31, 1997
                            (Unaudited)
                                                  
                                                               1998               1997
                      ASSETS                                      (In Thousands)
                                                                       
Current Assets:
  Cash and cash equivalents:                                                           
    Cash                                                        $5,366           $5,148
    Temporary cash investments - at cost,                                              
      which approximates market                                 43,625           44,601
    Special deposits                                           115,561                -
                                                            ----------       ----------
           Total cash and cash equivalents                     164,552           49,749
  Accounts receivable:                                                                 
    Customer (less allowance for doubtful accounts                                     
     of $1.2 million in 1998 and 1997)                          55,479           69,566
    Associated companies                                        16,081           15,035
    Other                                                        8,897            7,441
    Accrued unbilled revenues                                   51,910           61,874
  Accumulated deferred income taxes                             19,789           10,994
  Materials and supplies - at average cost                      83,937           82,850
  Deferred nuclear refueling outage costs                       21,741           27,176
  Prepayments and other                                         15,728           10,793
                                                            ----------       ----------
           Total                                               438,114          335,478
                                                            ----------       ----------
                                                                                       
Other Property and Investments:                                                        
  Nonutility property                                           22,525           22,525
  Decommissioning trust fund                                    70,322           65,104
  Investment in subsidiary companies - at equity                14,230           14,230
                                                            ----------       ----------
           Total                                               107,077          101,859
                                                            ----------       ----------
                                                                                       
Utility Plant:                                                                         
  Electric                                                   5,071,875        5,058,130
  Property under capital leases                                233,513          233,513
  Construction work in progress                                 53,386           52,632
  Nuclear fuel under capital lease                              48,880           57,811
  Nuclear fuel                                                   1,560            1,560
                                                            ----------       ----------
           Total                                             5,409,214        5,403,646
  Less - accumulated depreciation and amortization           2,057,877        2,021,392
                                                            ----------       ----------
           Utility plant - net                               3,351,337        3,382,254
                                                            ----------       ----------
                                                                                       
Deferred Debits and Other Assets:                                                      
  Regulatory assets:                                                                   
    SFAS 109 regulatory asset - net                            273,572          278,234
    Unamortized loss on reacquired debt                         32,448           33,468
    Other regulatory assets                                     29,500           29,991
  Other                                                         16,053           14,116
                                                            ----------       ----------
           Total                                               351,573          355,809
                                                            ----------       ----------
                                                                                       
           TOTAL                                            $4,248,101       $4,175,400
                                                            ==========       ==========
See Notes to Financial Statements.                                                     
                                                                                       




                                                      
                        ENTERGY LOUISIANA, INC.
                            BALANCE SHEETS
                March 31, 1998 and December 31, 1997
                             (Unaudited)
                                                  
                                                                1998               1997
        LIABILITIES AND SHAREHOLDER'S EQUITY                       (In Thousands)
                                                                        
Current Liabilities:
  Currently maturing long-term debt                            $115,892          $35,300
  Accounts payable:                                                                     
    Associated companies                                         42,119           43,508
    Other                                                        58,894           95,886
  Customer deposits                                              55,512           55,331
  Taxes accrued                                                  54,956           25,243
  Interest accrued                                               26,480           34,571
  Dividends declared                                              3,253            3,253
  Deferred fuel costs                                            19,489            3,268
  Obligations under capital leases                               42,064           29,232
  Other                                                           9,584            8,578
                                                             ----------       ----------
           Total                                                428,243          334,170
                                                             ----------       ----------
                                                                                        
Deferred Credits and Other Liabilities:                                                 
  Accumulated deferred income taxes                             807,096          813,748
  Accumulated deferred investment tax credits                   132,879          134,276
  Obligations under capital leases                                6,816           28,579
  Deferred interest - Waterford 3 lease obligation               18,605           17,799
  Other                                                         122,476          119,519
                                                             ----------       ----------
           Total                                              1,087,872        1,113,921
                                                             ----------       ----------
                                                                                        
Long-term debt                                                1,337,677        1,338,464
Preferred stock with sinking fund                                85,000           85,000
Company-obligated mandatorily redeemable                                                
  preferred securities of subsidiary trust holding                                      
  solely junior subordinated deferrable debentures               70,000           70,000
                                                                                        
Shareholder's Equity:                                                                   
  Preferred stock without sinking fund                          100,500          100,500
  Common stock, no par value, authorized                                                
    250,000,000 shares; issued and outstanding                                          
    165,173,180 shares                                        1,088,900        1,088,900
  Capital stock expense and other                                (2,321)          (2,321)
  Retained earnings                                              52,230           46,766
                                                             ----------       ----------
           Total                                              1,239,309        1,233,845
                                                             ----------       ----------
                                                                                        
Commitments and Contingencies (Notes 1 and 2)                                           
                                                                                        
           TOTAL                                             $4,248,101       $4,175,400
                                                             ==========       ==========
See Notes to Financial Statements.                                                      


                        ENTERGY LOUISIANA, INC.
                      SELECTED OPERATING RESULTS
         For the Three Months Ended March 31, 1998 and 1997
                             (Unaudited)
                                                                        
                                     Three Months Ended   Increase/      
            Description                1998      1997    (Decrease)     %
                                            (In Millions)       
Electric Operating Revenues:                                            
  Residential                         $ 114.1   $ 133.3   ($ 19.2)     (14)
  Commercial                             78.7      89.5     (10.8)     (12)
  Industrial                            149.5     188.1     (38.6)     (21)
  Governmental                            8.3       9.0      (0.7)      (8)
                                      ---------------------------
    Total retail                        350.6     419.9     (69.3)     (17)
  Sales for resale                                                           
     Associated companies                 0.9       0.3       0.6      200
     Non-associated companies            11.0      11.9      (0.9)      (8)
  Other (1)                              (6.5)      1.8      (8.3)    (461)
                                      ---------------------------
    Total                             $ 356.0   $ 433.9    ($77.9)     (18)
                                      ===========================
Billed Electric Energy                                                  
 Sales (GWH):                                                           
  Residential                           1,656     1,723       (67)      (4)
  Commercial                            1,089     1,103       (14)      (1)
  Industrial                            3,641     4,325      (684)     (16)
  Governmental                            124       119         5        4
                                      ---------------------------
    Total retail                        6,510     7,270      (760)     (10)
  Sales for resale                                                           
     Associated companies                  28         7        21      300
     Non-associated companies             153       140        13        9
                                      ---------------------------
    Total                               6,691     7,417      (726)     (10)
                                      =========================== 
(1) Includes the effect of the provision for rate refunds.
                                                                        

                                  
                      ENTERGY MISSISSIPPI, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS
                                  
                                  
Net Income
                                  
      Net income decreased for the first quarter of 1998 primarily as
a result of an increase in operating expenses, partially offset by an
increase in electric operating revenues.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1998  and  1997  are
discussed under "Revenues and Sales", "Expenses", and "Other" below.
                                  
Revenues and Sales
                                  
     The changes in electric operating revenues for the first quarter
of 1998 are as follows:
                                                     First Quarter         
Description                                       Increase/(Decrease)
                                                     (In Millions)       
                                                                       
Change in base revenues                                  ($2.2)    
Grand Gulf rate riders                                     1.5    
Fuel cost recovery                                        (4.1)    
Sales volume/weather                                       1.0    
Other revenue (including unbilled)                         3.2    
Sales for resale                                           5.3    
                                                          ----
   Total                                                  $4.7    
                                                          ====      

      Electric operating revenues increased for the first quarter  of
1998  primarily  due  to an increase in sales for  resale  and  other
revenue  (primarily unbilled revenue), partially offset by a decrease
in  fuel adjustment revenues, which do not affect net income.   Sales
for  resale  increased  as  a  result of  an  increase  in  sales  to
associated   companies  primarily  due  to  changes   in   generation
requirements  and availability among the domestic utility  companies.
The  decrease  in fuel adjustment revenues is due to an  MPSC  order,
effective May 1, 1997, that changed fuel recovery pricing to a  fixed
fuel  factor, which is adjusted annually.  The increase  in  unbilled
revenue  is primarily a result of the prior year's unfavorable  price
variance  in fuel revenues that is not recurring in the current  year
due to the fixed fuel factor.

Expenses

      Operating  expenses  increased for the first  quarter  of  1998
primarily due to an increase in fuel expenses and a decrease in other
regulatory credits, partially offset by decreases in purchased  power
expenses  and other operation and maintenance expenses.  The increase
in  fuel expenses is due to increased generation requirements  and  a
shift from higher priced purchased power to lower priced fossil fuel.
The  decrease in other regulatory credits is a result of the decrease
in the under-recovery of Grand Gulf 1 related costs.  Other operation
and  maintenance expenses decreased primarily as a result  of  higher
loss  reserve  expenses associated with the settlement of  an  injury
claim  and  increased  materials and supplies expense  in  the  first
quarter of 1997.

Other

      The effective income tax rate of 21.6% for the first quarter of
1998  remained  relatively unchanged from the rate of 23.7%  for  the
first quarter of 1997.
                                  


                        ENTERGY MISSISSIPPI, INC.
                          STATEMENTS OF INCOME
           For the Three Months Ended March 31, 1998 and 1997
                              (Unaudited)
                                                                      
                                                     1998           1997
                                                         (In Thousands)
                                                                            
Operating Revenues                                   $205,017       $200,328
                                                                            
Operating Expenses:                                                         
  Operation and maintenance:                                                
     Fuel, fuel-related expenses                       51,312         40,023
     Purchased power                                   66,594         70,359
     Other operation and maintenance                   27,823         30,020
  Depreciation and amortization                        11,315         10,699
  Taxes other than income taxes                        11,155         10,336
  Other regulatory credits                            (14,578)       (19,514)
  Amortization of rate deferrals                       34,990         35,711
                                                     --------       --------
        Total                                         188,611        177,634
                                                     --------       --------
                                                                            
Operating Income                                       16,406         22,694
                                                     --------       --------
                                                                            
Other Income (Deductions):                                                  
  Allowance for equity funds used                                           
   during construction                                     20            286
  Miscellaneous - net                                   1,027           (312)
                                                     --------       --------
        Total                                           1,047            (26)
                                                     --------       --------
                                                                            
Interest Charges:                                                           
  Interest on long-term debt                            9,576         10,623
  Other interest - net                                  1,295          1,336
  Allowance for borrowed funds used                                         
   during construction                                    (40)          (231)
                                                     --------       --------
        Total                                          10,831         11,728
                                                     --------       --------
                                                                            
Income Before Income Taxes                              6,622         10,940
                                                                            
Income Taxes                                            1,428          2,588
                                                     --------       --------
                                                                            
Net Income                                              5,194          8,352
                                                                            
Preferred Stock Dividend Requirements                                       
  and Other                                               843          1,115
                                                     --------       --------
                                                                            
Earnings Applicable to Common Stock                    $4,351         $7,237
                                                     ========       ========
                                                                            
See Notes to Financial Statements.                                          




                      ENTERGY MISSISSIPPI, INC.
                      STATEMENTS OF CASH FLOWS
        For the Three Months Ended March 31, 1998 and 1997
                             (Unaudited)
                                                                                       
                                                                       1998              1997
                                                                           (In Thousands)
                                                                                
Operating Activities:
  Net income                                                           $5,194            $8,352
  Noncash items included in net income:                                                        
    Amortization of rate deferrals                                     34,990            35,711
    Other regulatory credits                                          (14,578)          (19,514)
    Depreciation and amortization                                      11,315            10,699
    Deferred income taxes and investment tax credits                   (6,485)           (6,269)
    Allowance for equity funds used during construction                   (20)             (286)
  Changes in working capital:                                                                  
    Receivables                                                         5,930            23,627
    Accounts payable                                                    1,213            (7,461)
    Taxes accrued                                                      (9,085)           (7,668)
    Interest accrued                                                     (339)           (4,197)
    Other working capital accounts                                         64               951
  Other                                                                (3,668)            1,739
                                                                     --------          --------
    Net cash flow provided by operating activities                     24,531            35,684
                                                                     --------          --------

Investing Activities:
  Construction expenditures                                            (7,908)          (10,468)
  Allowance for equity funds used during construction                      20               286
                                                                     --------          --------
    Net cash flow used in investing activities                         (7,888)          (10,182)
                                                                     --------          --------
                                                                                               
Financing Activities:                                                                          
  Redemption of preferred stock                                             -            (7,000)
  Changes in short-term borrowings - net                              (13,202)          (11,141)
  Dividends paid:                                                                              
    Common stock                                                       (4,300)           (9,200)
    Preferred stock                                                      (842)           (1,128)
                                                                     --------          --------
    Net cash flow used in financing activities                        (18,344)          (28,469)
                                                                     --------          --------
                                                                                               
Net decrease in cash and cash equivalents                              (1,701)           (2,967)
                                                                                               
Cash and cash equivalents at beginning of period                        6,816             9,498
                                                                     --------          --------
                                                                                               
Cash and cash equivalents at end of period                             $5,115            $6,531
                                                                     ========          ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                              
  Cash paid during the period for:                                                             
    Interest - net of amount capitalized                              $10,871           $15,620
    Income taxes                                                      ($1,879)                -
                                                                                               
See Notes to Financial Statements.                                                             





                      ENTERGY MISSISSIPPI, INC.
                          BALANCE SHEETS
                March 31, 1998 and December 31, 1997
                            (Unaudited)
                                                                               
                                                               1998             1997
                        ASSETS                                     (In Thousands)
                                                                     
Current Assets:
  Cash and cash equivalents                                    $5,115          $6,816
  Accounts receivable:                                                               
    Customer (less allowance for doubtful accounts                                   
     of $1 million in 1998 and 1997)                           35,544          36,636
    Associated companies                                       10,775           6,842
    Other                                                       2,908           4,139
    Accrued unbilled revenues                                  42,453          49,993
  Deferred fuel costs                                          15,203          14,967
  Fuel inventory - at average cost                              3,357           3,386
  Materials and supplies - at average cost                     19,093          17,657
  Rate deferrals                                               69,979         104,969
  Prepayments and other                                        16,680          24,896
                                                           ----------      ----------
           Total                                              221,107         270,301
                                                           ----------      ----------
                                                                                     
Other Property and Investments:                                                      
  Investment in subsidiary companies - at equity                5,531           5,531
  Other - at cost (less accumulated depreciation)               7,735           7,757
                                                           ----------      ----------
           Total                                               13,266          13,288
                                                           ----------      ----------
                                                                                     
Utility Plant:                                                                       
  Electric                                                  1,694,094       1,687,400
  Construction work in progress                                22,983          22,960
                                                           ----------      ----------
           Total                                            1,717,077       1,710,360
  Less - accumulated depreciation and amortization            666,474         656,828
                                                           ----------      ----------
           Utility plant - net                              1,050,603       1,053,532
                                                           ----------      ----------
                                                                                     
Deferred Debits and Other Assets:                                                    
  Regulatory assets:                                                                 
    SFAS 109 regulatory asset - net                            24,778          22,993
    Unamortized loss on reacquired debt                         8,191           8,404
    Other regulatory assets                                    87,084          64,827
  Other                                                         6,121           6,216
                                                           ----------      ----------
           Total                                              126,174         102,440
                                                           ----------      ----------
                                                                                     
           TOTAL                                           $1,411,150      $1,439,561
                                                           ==========      ==========
See Notes to Financial Statements.                                                   
                                                                                     




                        ENTERGY MISSISSIPPI, INC.
                            BALANCE SHEETS
                March 31, 1998 and December 31, 1997
                             (Unaudited)
                                                                         
                                                         1998             1997
      LIABILITIES AND SHAREHOLDER'S EQUITY                  (In Thousands)
                                                               
Current Liabilities:
  Currently maturing long-term debt                         $20             $20
  Notes payable - associated companies                   33,960          47,162
  Accounts payable:                                                            
    Associated companies                                 43,334          36,057
    Other                                                 5,212          11,276
  Customer deposits                                      24,133          24,084
  Taxes accrued                                          23,229          32,314
  Accumulated deferred income taxes                      30,893          44,277
  Interest accrued                                       13,970          14,309
  Other                                                   2,806           2,806
                                                     ----------      ----------
           Total                                        177,557         212,305
                                                     ----------      ----------
                                                                               
Deferred Credits and Other Liabilities:                                        
  Accumulated deferred income taxes                     253,561         244,464
  Accumulated deferred investment tax credits            23,538          23,915
  Other                                                  13,409          15,892
                                                     ----------      ----------
           Total                                        290,508         284,271
                                                     ----------      ----------
                                                                               
Long-term debt                                          464,205         464,156
                                                                               
Shareholder's Equity:                                                          
  Preferred stock without sinking fund                   50,381          50,381
  Common stock, no par value, authorized                                       
    15,000,000 shares; issued and outstanding                                  
    8,666,357 shares                                    199,326         199,326
  Capital stock expense and other                           (59)            (59)
  Retained earnings                                     229,232         229,181
                                                     ----------      ----------
           Total                                        478,880         478,829
                                                     ----------      ----------
                                                                               
Commitments and Contingencies (Notes 1 and 2)                                  
                                                                               
           TOTAL                                     $1,411,150      $1,439,561
                                                     ==========      ==========
See Notes to Financial Statements.                                             



                        ENTERGY MISSISSIPPI, INC.
                       SELECTED OPERATING RESULTS
           For the Three Months Ended March 31, 1998 and 1997
                                (Unaudited)
                                                                        
                                      Three Months Ended  Increase/      
            Description                1998      1997    (Decrease)      %
                                             (In Millions)          
Electric Operating Revenues:                                            
  Residential                          $ 74.9    $ 75.2    ($ 0.3)       -
  Commercial                             62.8      64.5      (1.7)      (3)
  Industrial                             41.4      43.0      (1.6)      (4)
  Governmental                            6.5       6.7      (0.2)      (3)
                                      ---------------------------
    Total retail                        185.6     189.4      (3.8)      (2)
  Sales for resale                                                            
     Associated companies                17.2      11.0       6.2       56
     Non-associated companies             4.2       5.1      (0.9)     (18)
  Other                                  (2.0)     (5.2)      3.2       62
                                      ---------------------------
    Total                             $ 205.0   $ 200.3     $ 4.7        2
                                      ===========================
Billed Electric Energy                                                  
 Sales (GWH):                                                           
  Residential                           1,004       991        13        1
  Commercial                              836       819        17        2
  Industrial                              739       723        16        2
  Governmental                             76        80        (4)      (5)
                                      ---------------------------
    Total retail                        2,655     2,613        42        2
  Sales for resale                                                           
     Associated companies                 380       197       183       93
     Non-associated companies              65       102       (37)     (36)
                                      ---------------------------
    Total                               3,100     2,912       188        6
                                      ===========================
                                  
                      ENTERGY NEW ORLEANS, INC.
                                  
           MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS

Net Income

      Net  income  (loss)  decreased for the first  quarter  of  1998
primarily  due to a decrease in electric and gas operating  revenues,
partially offset by a decrease in operating expenses and lower income
taxes.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1998  and  1997  are
discussed under "Revenues and Sales", "Expenses", and "Other" below.

Revenues and Sales

     The changes in electric operating revenues for the first quarter
of 1998 are as follows:
                                                     First Quarter        
Description                                       Increase/(Decrease)
                                                     (In Millions)      
                                                                         
Change in base revenues                                  ($3.5)    
Fuel cost recovery                                        (5.6)    
Sales volume/weather                                      (1.7)    
Other revenue (including unbilled)                        (0.2)    
Sales for resale                                           1.9    
                                                         -----
   Total                                                 ($9.1)    
                                                         =====   
           
      Electric operating revenues decreased for the first quarter  of
1998  primarily  due to decreases in base revenues,  fuel  adjustment
revenues, and sales volume partially offset by an increase  in  sales
for  resale.   Fuel  adjustment revenues (which  do  not  affect  net
income) decreased because of lower fuel prices.  The decrease in 1998
base  revenues  is  primarily due to reductions  in  residential  and
commercial rates that went into effect in August 1997.  Sales  volume
decreased  due to milder weather in the current period. The  increase
in  sales  for resale resulted from an increase in electric sales  to
associated  companies  primarily due  to  change  in  the  generation
requirements  and availability among the domestic utility  companies.
Additionally, Entergy New Orleans wrote off unrecoverable receivables
of  $1.6 million during the first quarter of 1998 contributing to the
net decrease in other revenue.

      Gas  operating revenues decreased for the first quarter of 1998
primarily  due  to a lower unit purchase price for gas purchased  for
resale.

Expenses

      Operating  expenses  decreased for the first  quarter  of  1998
primarily  due to decreases in fuel and purchased power expenses  and
an  increase  in  other  regulatory  credits.   These  decreases  are
partially  offset by an increase in other operation  and  maintenance
expenses.   Gas  purchased  for resale decreased  due  to  lower  gas
prices.   This  decrease is partially offset by an increase  in  fuel
expenses as a result of increased generation requirements and a shift
from higher priced purchased power to lower priced fossil fuel.   The
increase in other regulatory credits is primarily a result of the net
under-recovery of Grand Gulf 1 related costs in the first quarter  of
1998  compared to the net over-recovery in the first quarter of 1997.
Other  operation  and maintenance expenses increased  for  the  first
quarter  of  1998 primarily due to an increase in administrative  and
general salary expense.

Other

     The effective income tax rates for the first quarter of 1998 and
1997  were  (7.4%) and 43.8%, respectively.  The income  tax  benefit
generated  from the net loss in the first quarter of 1998 was  offset
by  the  increased  reversal  of previously  recorded  AFUDC  amounts
included in depreciation.




                      ENTERGY NEW ORLEANS, INC.
                     STATEMENTS OF INCOME (LOSS)
         For the Three Months Ended March 31, 1998 and 1997
                             (Unaudited)
                                                    
                                                          1998              1997
                                                              (In Thousands)
                                                                    
Operating Revenues:                                                               
  Electric                                               $80,482           $89,561
  Natural gas                                             33,181            35,395
                                                        --------          --------
        Total                                            113,663           124,956
                                                        --------          --------
                                                                                  
Operating Expenses:                                                               
  Operation and maintenance:                                                      
    Fuel, fuel-related expenses,                                                  
     and gas purchased for resale                         38,891            42,782
    Purchased power                                       34,761            36,582
    Other operation and maintenance                       17,143            15,255
  Depreciation and amortization                            5,781             5,193
  Taxes other than income taxes                            9,488             8,886
  Other regulatory charges (credits)                      (2,393)             (345)
  Amortization of rate deferrals                           8,101             7,848
                                                        --------          --------
        Total                                            111,772           116,201
                                                        --------          --------
                                                                                  
Operating Income                                           1,891             8,755
                                                        --------          --------
                                                                                  
Other Income:                                                                     
  Allowance for equity funds used                                                 
    during construction                                       99                80
  Miscellaneous - net                                        765                31
                                                        --------          --------
        Total                                                864               111
                                                        --------          --------
                                                                                  
Interest Charges:                                                                 
  Interest on long-term debt                               3,430             3,623
  Other interest - net                                       241               291
  Allowance for borrowed funds used                                               
    during construction                                      (76)              (63)
                                                        --------          --------
        Total                                              3,595             3,851
                                                        --------          --------
                                                                                  
Income (Loss) Before Income Taxes                           (840)            5,015
                                                                                  
Income Taxes                                                  62             2,197
                                                        --------          --------
                                                                                  
Net Income (Loss)                                           (902)            2,818
                                                                                  
Preferred Stock Dividend Requirements                                             
  and Other                                                  241               241
                                                        --------          --------
                                                                                  
Earnings Applicable to Common Stock                      ($1,143)           $2,577
                                                        ========          ========
See Notes to Financial Statements.                                                




                     ENTERGY NEW ORLEANS, INC.
                     STATEMENTS OF CASH FLOWS
        For the Three Months Ended March 31, 1998 and 1997
                            (Unaudited)
                                                        
                                                                       1998             1997
                                                                         (In Thousands)
                                                                                
Operating Activities:
  Net income (loss)                                                      ($902)         $2,818
  Noncash items included in net income (loss):                                                
    Amortization of rate deferrals                                       8,101           7,848
    Other regulatory charges (credits)                                  (2,393)           (345)
    Depreciation and amortization                                        5,781           5,193
    Deferred income taxes and investment tax credits                    (3,696)         (3,654)
    Allowance for equity funds used during construction                    (99)            (80)
  Changes in working capital:                                                                 
    Receivables                                                          4,216           6,890
    Accounts payable                                                    (4,327)         (2,210)
    Taxes accrued                                                        1,879           7,052
    Interest accrued                                                    (2,675)         (2,602)
    Other working capital accounts                                      (3,196)        (10,556)
  Other                                                                 (1,000)          2,241
                                                                       -------         -------
    Net cash flow provided by operating activities                       1,689          12,595
                                                                       -------         -------
                                                                                              
Investing Activities:                                                                         
  Construction expenditures                                             (3,426)           (684)
  Allowance for equity funds used during construction                       99              80
                                                                       -------         -------
    Net cash flow used in investing activities                          (3,327)           (604)
                                                                       -------         -------
                                                                                              
Financing Activities:                                                                         
  Dividends paid:                                                                             
    Common stock                                                             -          (2,800)
    Preferred stock                                                       (241)           (482)
                                                                       -------         -------
   Net cash flow used in financing activities                             (241)         (3,282)
                                                                       -------         -------
                                                                                              
Net increase (decrease) in cash and cash equivalents                    (1,879)          8,709
                                                                                              
Cash and cash equivalents at beginning of period                        11,376          17,510
                                                                       -------         -------
                                                                                              
Cash and cash equivalents at end of period                              $9,497         $26,219
                                                                       =======         =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                         
  Cash paid during the period for:                                                            
    Interest - net of amount capitalized                                $6,195          $6,360
    Income taxes - net                                                  $2,323                
                                                                                             -
                                                                                              
See Notes to Financial Statements.                                                            





                        ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                March 31, 1998 and December 31, 1997
                             (Unaudited)
                                                       
                                                             1998          1997
                       ASSETS                                   (In Thousands)
                                                                     
Current Assets:                                                                  
  Cash and cash equivalents:                                                     
    Cash                                                    $1,834         $4,321
    Temporary cash investments - at cost,                                        
      which approximates market:                                                 
       Associated companies                                  2,282          1,918
       Other                                                 5,381          5,137
                                                          --------       --------
           Total cash and cash equivalents                   9,497         11,376
  Accounts receivable:                                                           
    Customer (less allowance for doubtful accounts                               
     of $0.7 million in 1998 and 1997)                      25,006         26,913
    Associated companies                                     2,304          1,081
    Other                                                    3,752          4,155
    Accrued unbilled revenues                               12,954         16,083
  Deferred electric fuel and resale gas costs                5,552          9,384
  Materials and supplies - at average cost                   9,572          9,389
  Rate deferrals                                            33,378         35,336
  Prepaid income taxes                                       8,619             54
  Prepayments and other                                      1,644          6,033
                                                          --------       --------
           Total                                           112,278        119,804
                                                          --------       --------
                                                                                 
Other Property and Investments:                                                  
  Investment in subsidiary companies - at equity             3,259          3,259
                                                          --------       --------
                                                                                 
Utility Plant:                                                                   
  Electric                                                 509,716        508,338
  Natural gas                                              127,712        122,308
  Construction work in progress                             15,495         19,184
                                                          --------       --------
           Total                                           652,923        649,830
  Less - accumulated depreciation and amortization         360,774        355,854
                                                          --------       --------
           Utility plant - net                             292,149        293,976
                                                          --------       --------
                                                                                 
Deferred Debits and Other Assets:                                                
  Regulatory assets:                                                             
    Rate deferrals                                          58,049         64,192
    SFAS 109 regulatory asset - net                            234          1,202
    Unamortized loss on reacquired debt                      1,388          1,435
    Other regulatory assets                                 15,503         13,392
  Other                                                        870            890
                                                          --------       --------
           Total                                            76,044         81,111
                                                          --------       --------
                                                                                 
           TOTAL                                          $483,730       $498,150
                                                          ========       ========
See Notes to Financial Statements.                                               
                                                                                 




                        ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                 March 31, 1998 and December 31, 1997
                             (Unaudited)
                                                       
                                                           1998          1997
        LIABILITIES AND SHAREHOLDER'S EQUITY                  (In Thousands)
                                                                  
Current Liabilities:                                                            
  Accounts payable:                                                             
    Associated companies                                  $15,106        $15,922
    Other                                                  13,994         17,505
  Customer deposits                                        17,474         16,982
  Taxes accrued                                             7,149          5,270
  Accumulated deferred income taxes                         9,824         11,544
  Interest accrued                                          2,374          5,049
  Provision for rate refund                                     -          3,108
  Other                                                     2,232          2,231
                                                         --------       --------
           Total                                           68,153         77,611
                                                         --------       --------
                                                                                
Deferred Credits and Other Liabilities:                                         
  Accumulated deferred income taxes                        58,080         61,000
  Accumulated deferred investment tax credits               7,270          7,396
  Accumulated provision for property insurance             15,487         15,487
  Other                                                    15,538         16,327
                                                         --------       --------
           Total                                           96,375        100,210
                                                         --------       --------
                                                                                
Long-term debt                                            168,969        168,953
                                                                                
Shareholder's Equity:                                                           
  Preferred stock without sinking fund                     19,780         19,780
  Common Shareholder's Equity:                                                  
   Common stock, $4 par value, authorized                                       
    10,000,000 shares; issued and outstanding                                   
    8,435,900 shares                                       33,744         33,744
  Additional paid-in capital                               36,294         36,294
  Retained earnings subsequent to the elimination of                            
     the accumulated deficit on November 30, 1988          60,415         61,558
                                                         --------       --------
           Total                                          150,233        151,376
                                                         --------       --------
                                                                                
Commitments and Contingencies (Notes 1 and 2)                                   
                                                                                
           TOTAL                                         $483,730       $498,150
                                                         ========       ========
See Notes to Financial Statements.                                              


                         ENTERGY NEW ORLEANS, INC.
                        SELECTED OPERATING RESULTS
            For the Three Months Ended March 31, 1998 and 1997
                               (Unaudited)
                                                                        
                                                                        
                                     Three Months Ended   Increase/      
            Description                1998      1997    (Decrease)     %
                                             (In Millions)                            
Electric Operating Revenues:                                               
  Residential                          $ 24.9    $ 28.7    ($ 3.8)     (13)
  Commercial                             31.3      36.3      (5.0)     (14)
  Industrial                              5.9       6.2      (0.3)      (5)
  Governmental                           12.7      13.6      (0.9)      (7)
                                      ---------------------------
    Total retail                         74.8      84.8     (10.0)     (12)
  Sales for resale                                                           
     Associated companies                 3.4       1.9       1.5       79
     Non-associated companies             2.1       1.7       0.4       24
  Other (1)                               0.2       1.2      (1.0)     (83)
                                      ---------------------------
    Total                              $ 80.5    $ 89.6    ($ 9.1)     (10)
                                      =========================== 
Billed Electric Energy                                                     
 Sales (GWH):                                                              
  Residential                             355       374       (19)      (5)
  Commercial                              459       478       (19)      (4)
  Industrial                              118       114         4        4
  Governmental                            219       221        (2)      (1)
                                      ---------------------------
    Total retail                        1,151     1,187       (36)      (3)
  Sales for resale                                                           
     Associated companies                 123        47        76      162
     Non-associated companies              38        23        15       65
                                      ---------------------------
    Total                               1,312     1,257        55        4
                                      ===========================   
(1) Includes the effect of the provision for rate refunds.


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

Net Income

      Net  income  for the first quarter of 1998 remained  relatively
unchanged as compared to the same period in 1997.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1998  and  1997  are
discussed under "Revenues", "Expenses", and "Other" 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.   See
Note  2 to the Form 10-K for a discussion of System Energy's proposed
rate increase, which is subject to refund.

Expenses

      Operating  expenses  decreased for the first  quarter  of  1998
primarily    due    to   lower   depreciation,   amortization,    and
decommissioning expenses as a result of the recognition of additional
depreciation  in the first quarter of 1997 associated with  the  sale
and leaseback in 1989 of a portion of Grand Gulf 1.

Other

     Other  income increased for the first quarter of 1998  primarily
due to increased interest income from short- term investments.
     
     The effective income tax rate of 45.2% for the first quarter  of
1998  remained  relatively unchanged from the rate of 44.2%  for  the
first quarter of 1997.






                        SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF INCOME
         For the Three Months Ended March 31, 1998 and 1997
                                (Unaudited)
                                                                            
                                                            1998             1997
                                                                (In Thousands)
                                                                      
Operating Revenues                                        $148,606         $155,662
                                                          --------         --------
Operating Expenses:                                                                
  Operation and maintenance:                                                       
     Fuel and fuel-related expenses                         10,847           12,017
     Nuclear refueling outage expenses                       4,599            3,717
     Other operation and maintenance                        21,281           20,390
  Depreciation, amortization, and decommissioning           33,158           38,797
  Taxes other than income taxes                              6,762            6,425
                                                          --------         --------
        Total                                               76,647           81,346
                                                          --------         --------
                                                                                   
Operating Income                                            71,959           74,316
                                                          --------         --------
                                                                                   
Other Income:                                                                      
  Allowance for equity funds used                                                  
   during construction                                         553              280
  Miscellaneous - net                                        3,105            1,323
                                                          --------         --------
        Total                                                3,658            1,603
                                                          --------         --------
                                                                                   
Interest Charges:                                                                  
  Interest on long-term debt                                29,576           30,758
  Other interest - net                                       1,653            1,782
  Allowance for borrowed funds used                                                
   during construction                                        (476)            (279)
                                                          --------         --------
        Total                                               30,753           32,261
                                                          --------         --------
                                                                                   
Income Before Income Taxes                                  44,864           43,658
                                                                                   
Income Taxes                                                20,277           19,313
                                                          --------         --------
                                                                                   
Net Income                                                 $24,587          $24,345
                                                          ========         ========
                                                                                   
See Notes to Financial Statements.                                                 




                        SYSTEM ENERGY RESOURCES, INC.
                          STATEMENTS OF CASH FLOWS
            For the Three Months Ended March 31, 1998 and 1997
                                (Unaudited)
                                                     
                                                                    1998            1997
                                                                       (In Thousands)
                                                                            
Operating Activities:
  Net income                                                       $24,587        $24,345
  Noncash items included in net income:                                                  
    Depreciation, amortization, and decommissioning                 33,158         38,797
    Deferred income taxes and investment tax credits               (11,325)       (11,568)
    Allowance for equity funds used during construction               (553)          (280)
  Changes in working capital:                                                            
    Receivables                                                       (717)        (2,294)
    Accounts payable                                                (1,137)        (2,241)
    Taxes accrued                                                   13,431         15,587
    Interest accrued                                               (11,348)        (2,171)
    Other working capital accounts                                   1,223           (220)
  Decommissioning trust contributions and realized                                       
   change in trust assets                                           (5,748)        (1,579)
  FERC Settlement - refund obligation                               (1,226)        (1,082)
  Provision for estimated losses and reserves                       19,291         12,808
  Other                                                              3,130           (263)
                                                                  --------       --------
    Net cash flow provided by operating activities                  62,766         69,839
                                                                  --------       --------
                                                                                         
Investing Activities:                                                                    
  Construction expenditures                                        (10,166)        (1,699)
  Allowance for equity funds used during construction                  553            280
  Nuclear fuel purchases                                              (608)           (39)
  Proceeds from sale/leaseback of nuclear fuel                         608             39
                                                                  --------       --------
    Net cash flow used in investing activities                      (9,613)        (1,419)
                                                                  --------       --------
                                                                                         
Financing Activities:                                                                    
  Common stock dividends paid                                      (23,100)       (37,100)
                                                                  --------       --------
    Net cash flow used in financing activities                     (23,100)       (37,100)
                                                                  --------       --------
                                                                                         
Net increase in cash and cash equivalents                           30,053         31,320
                                                                                         
Cash and cash equivalents at beginning of period                   206,410         92,315
                                                                  --------       --------
                                                                                         
Cash and cash equivalents at end of period                        $236,463       $123,635
                                                                  ========       ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                        
  Cash paid during the period for:                                                       
    Interest - net of amount capitalized                           $17,982        $32,398
    Income taxes                                                    $3,600              -
  Noncash investing and financing activities:                                            
    Change in unrealized appreciation (depreciation) of                                  
    decommissioning trust assets                                    $1,274          ($982)
                                                                                         
See Notes to Financial Statements.                                                       





                        SYSTEM ENERGY RESOURCES, INC.
                             BALANCE SHEETS
                    March 31, 1998 and December 31, 1997
                              (Unaudited)
                                                                                
                                                                1998                1997
                      ASSETS                                         (In Thousands)
                                                                        
Current Assets:
  Cash and cash equivalents:                                                            
    Cash                                                         $823               $792
    Temporary cash investments - at cost,                                               
      which approximates market:                                                        
        Associated companies                                   70,187             55,891
        Other                                                 165,453            149,727
                                                           ----------         ----------
           Total cash and cash equivalents                    236,463            206,410
  Accounts receivable:                                                                  
    Associated companies                                       80,092             79,262
    Other                                                       4,027              4,140
  Materials and supplies - at average cost                     63,126             63,782
  Deferred nuclear refueling outage costs                       4,459              7,777
  Prepayments and other                                         6,392              3,658
                                                           ----------         ----------
           Total                                              394,559            365,029
                                                           ----------         ----------
                                                                                        
Other Property and Investments:                                                         
  Decommissioning trust fund                                   92,933             85,912
                                                           ----------         ----------
                                                                                        
Utility Plant:                                                                          
  Electric                                                  3,025,236          3,025,389
  Electric plant under leases                                 440,970            440,970
  Construction work in progress                                46,610             36,445
  Nuclear fuel under capital lease                             57,093             64,190
                                                           ----------         ----------
           Total                                            3,569,909          3,566,994
  Less - accumulated depreciation and amortization          1,115,791          1,086,820
                                                           ----------         ----------
           Utility plant - net                              2,454,118          2,480,174
                                                           ----------         ----------
                                                                                        
Deferred Debits and Other Assets:                                                       
  Regulatory assets:                                                                    
    SFAS 109 regulatory asset - net                           238,384            243,027
    Unamortized loss on reacquired debt                        49,786             51,386
    Other regulatory assets                                   192,702            192,290
  Other                                                        13,917             14,213
                                                           ----------         ----------
           Total                                              494,789            500,916
                                                           ----------         ----------
                                                                                        
           TOTAL                                           $3,436,399         $3,432,031
                                                           ==========         ==========
See Notes to Financial Statements.                                                      




                                                      
                        SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                    March 31, 1998 and December 31, 1997
                               (Unaudited)
                                                                               
                                                              1998               1997
       LIABILITIES AND SHAREHOLDER'S EQUITY                         (In Thousands)
                                                                       
Current Liabilities:
  Currently maturing long-term debt                          $70,000            $70,000
  Accounts payable:                                                                    
    Associated companies                                      30,212             29,131
    Other                                                     16,904             19,122
  Taxes accrued                                               89,106             75,675
  Interest accrued                                            30,974             42,322
  Obligations under capital leases                            39,139             41,977
  Other                                                        1,324              1,341
                                                          ----------         ----------
           Total                                             277,659            279,568
                                                          ----------         ----------
                                                                                       
Deferred Credits and Other Liabilities:                                                
  Accumulated deferred income taxes                          545,996            562,051
  Accumulated deferred investment tax credits                 99,302            100,171
  Obligations under capital leases                            17,954             22,213
  FERC Settlement - refund obligation                         47,074             48,300
  Other                                                      262,808            227,847
                                                          ----------         ----------
           Total                                             973,134            960,582
                                                          ----------         ----------
                                                                                       
Long-term debt                                             1,334,186          1,341,948
                                                                                       
Common Shareholder's Equity:                                                           
  Common stock, no par value, authorized                                               
    1,000,000 shares; issued and outstanding                                           
    789,350 shares                                           789,350            789,350
  Retained earnings                                           62,070             60,583
                                                          ----------         ----------
           Total                                             851,420            849,933
                                                          ----------         ----------
                                                                                       
Commitments and Contingencies (Notes 1 and 2)                                          
                                                                                       
           TOTAL                                          $3,436,399         $3,432,031
                                                          ==========         ==========
See Notes to Financial Statements.                                                     


                                  
            ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
                                  
                MANAGEMENT'S DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS

Results of Operations

      The following discussion compares the results of operations for
the  first  quarter  of 1998 with the results of operations  for  the
first quarter of 1997.  The first quarter of 1997 includes two months
of  results  for London Electricity due to its acquisition  effective
February 1, 1997.

Net Income

     Net income decreased for the first quarter of 1998 primarily due
to  an increase in interest charges and operating expenses, partially
offset by an increase in operating revenues.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the first quarter of 1998  and  1997  are
discussed under "Revenues",  "Expenses", and "Other" below.

Revenues

      Operating revenues increased for the first quarter of 1998  due
principally to the inclusion of an additional month of operations  in
1998 as compared to 1997.  The changes in operating revenues for  the
first quarter of 1998 are as follows:
                                     
                                       First Quarter       
Description                         Increase/(Decrease)
                                       (In Millions)     
                                                         
Electricity distribution                    $47    
Electricity supply                          167    
Other                                        16    
Intra-business                              (55)    
                                           ----
   Total                                   $175    
                                           ====              

      Two principal factors determine the amount of revenues produced
by  the main electricity distribution and supply businesses: the unit
prices  of  the  electricity  distributed  and  supplied  (which  are
controlled by the Distribution Price Control Formula and Supply Price
Control  Formula, respectively, which determine the  maximum  average
price  per  unit (kilowatt hour) of electricity that may be  charged)
and  the  number of electricity units distributed and supplied  which
depends   on  the  demand  of  London  Electricity's  customers   for
electricity  within  its Franchise Area.  Demand  varies  based  upon
weather  conditions  and  economic activity.  London  Electricity  is
expected  to have the exclusive right to supply all franchise  supply
customers in its Franchise Area until late 1998.

      Revenues from the distribution business increased for the first
quarter  of 1998, principally due to an increase in units distributed
as  a  result  of  there  being three months  of  London  Electricity
operations  in the first quarter of 1998 compared to only two  months
in  the  first  quarter  of  1997.  Also contributing  to  the  total
increase  was the increase in the U.S. dollar to BPS average exchange
rate  from 1.61 to 1.00 in the first quarter of 1997 to 1.65 to  1.00
during the first quarter of 1998.  Partially offsetting these factors
was  a 3% distribution price reduction effective April 1, 1997 and  a
decline  in  the  overall level of sales volume due  to  milder  than
normal weather in the first quarter of 1998


            ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
                                  
                MANAGEMENT'S DISCUSSION AND ANALYSIS
                                  
                        RESULTS OF OPERATIONS


      Franchise  supply customers, who are generally residential  and
small  commercial rather than industrial customers, comprised 61%  of
total  supply sales volume for the first quarter of 1998.  The volume
of  unit  sales  of  electricity for franchise  supply  customers  is
influenced largely by the number of customers in London Electricity's
Franchise   Area,   weather   conditions  and   prevailing   economic
conditions.   Unit sales to non-franchise supply customers,  who  are
typically large commercial and industrial businesses, constituted 39%
of  total sales volume for the first quarter of 1998.   Sales to non-
franchise supply customers are determined primarily by the success of
the   supply  business  in  contracting  to  supply  customers   with
electricity both inside and outside of London Electricity's Franchise
Area.   Such sales have declined as a percentage of the total  supply
sales mix from 43% for the first quarter of 1997.

      During  the  first quarter of 1998, the number  of  electricity
units supplied increased by 45% from the first quarter of 1997 (which
contains  only  two  months of London Electricity  operations)  while
total revenues produced by the supply business increased by 49%,  due
in  part  to the higher exchange rate in the first quarter  of  1998.
Volume  increased  for  both  franchise  supply  customers  and  non-
franchise  supply  customers  as  compared  with  1997  due  to   the
additional month included in the first quarter of 1998 results.  This
increase  was partially offset by a decline in the overall  level  of
sales  volume due to milder than normal weather in the first  quarter
of 1998

Expenses

      Operating  expenses  increased for the first  quarter  of  1998
primarily  due to increases in purchased power expense,  depreciation
and  amortization  expense  and in other  operation  and  maintenance
costs.  These increases were due principally to one additional  month
of  operations reported in 1998 as compared to 1997, as well  as  the
write-off  of  certain investments.  Also contributing to  the  total
increase  was  the increase in the U.S. dollars to BPS exchange  rate
during the first quarter of 1998.

Other

     Net interest charges increased for the first quarter of 1998 due
principally  to three months of interest accrual in 1998 as  compared
to  only  two months in 1997 as well as to distributions on preferred
securities of subsidiaries which were issued in late 1997.

      Other  income (deductions) increased for the first  quarter  of
1998  due  principally  to increased profits  from  Entergy  London's
equity  method investments, and increased gains on the sale of London
Electricity fixed assets.

     The effective income tax rates for the first quarter of 1998 and
1997  were  30.7% and 35.2%, respectively.  The decrease in  1998  is
principally due to the reduction in the UK corporation tax rate  from
33% to 31%, effective as of April 1, 1997.





           ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
   CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
        For the Three Months Ended March 31, 1998 and 1997
                            (Unaudited)
                                                    
                                                                 1998              1997
                                                                    (In Thousands)
                                                                            
Operating Revenues                                              $550,790          $375,956
                                                                                          
Operating Expenses:                                                                       
 Purchased power                                                 366,896           263,298
 Depreciation and amortization                                    33,745            20,761
 Other operation and maintenance costs                            94,186            52,788
                                                                --------          --------
     Total                                                       494,827           336,847
                                                                --------          --------
                                                                                          
Operating Income                                                  55,963            39,109
                                                                --------          --------
                                                                                          
Other income (deductions):                                                                
 Interest and dividend income                                      1,423               322
 Miscellaneous - net                                               7,316             1,609
                                                                --------          --------
     Total                                                         8,739             1,931
                                                                --------          --------
                                                                                          
Interest Charges:                                                                         
 Distributions on preferred securities of subsidiary               6,469                 -
 Other interest - net                                             41,105            20,439
                                                                --------          --------
      Total                                                       47,574            20,439
                                                                --------          --------
                                                                                          
Income Before Income Taxes                                        17,128            20,601
                                                                                          
Income Taxes                                                       5,251             7,242
                                                                --------          --------
                                                                                          
Net Income                                                        11,877            13,359
                                                                                          
Other comprehensive income:                                                               
        Foreign currency translation adjustments                  12,255             2,368
                                                                --------          --------
                                                                                          
Other comprehensive income                                        12,255             2,368
                                                                --------          --------
                                                                          
Comprehensive income                                             $24,132           $15,727
                                                                ========          ========
See Notes to Financial Statements.                                                        
                                                          




              ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
            For the Three Months Ended March 31, 1998 and 1997
                              (Unaudited)
                                                       
                                                           1998         1997
                                                              (In Thousands)
                                                                  
Operating Activities:                                                          
  Net Income                                               $11,877      $13,359
  Noncash items included in net income:                                        
    Depreciation and amortization                           33,745       20,761
    Deferred income taxes                                      257        5,633
    Imputed interest on parent company debt                 27,154            -
  Changes in assets and liabilities:                                           
    Inventory                                                1,569        1,448
    Accounts receivable and unbilled revenue                70,358       (8,047)
    Other receivables                                       16,278       49,248
    Prepayments and other                                    7,271      (15,128)
    Long-term receivables and other                         (6,764)     (56,490)
    Accounts payable                                       (49,208)     (29,291)
    Income taxes accrued                                     4,483       11,266
    Interest accrued                                        (3,421)      (3,219)
    Deferred revenue and other current liabilities          (4,768)         322
    Other liabilities                                      (45,573)     109,761
    Other                                                      825            -
                                                          --------     --------
       Net cash flow provided by operating activities       64,083       99,623
                                                          --------     --------
                                                                               
Investing Activities:                                                          
  Construction expenditures                                (61,145)     (57,777)
  Acquisition of London, net of cash acquired                    -   (1,889,918)
  Other investments                                            358       11,105
                                                          --------     --------
    Net cash flow used in investing activities             (60,787)  (1,936,590)
                                                          --------     --------
                                                                               
Financing Activities:                                                          
  Proceeds from the issuance of:                                               
    Bank notes and other long-term debt                          -    1,520,883
    Common Stock                                                 -      391,981
  Payment of long-term debt                                (12,802)           -
  Common stock dividends paid                              (52,739)           -
  Changes in short-term borrowings - net                    86,492      (32,832)
                                                          --------     --------
    Net cash flow provided by financing activities          20,951    1,880,032
                                                          --------     --------
                                                                               
Effect of exchange rates on cash and cash equivalents        1,449       (1,851)
                                                          --------     --------
                                                                               
Net decrease in cash and cash equivalents                   25,696       41,214
                                                                               
Cash and cash equivalents at beginning of period            44,388            -
                                                          --------     --------
                                                                               
Cash and cash equivalents at end of period                 $70,084      $41,214
                                                          ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                         
  Cash paid for interest                                   $23,668      $13,197
  Cash paid for income taxes                                     -       $1,609
                                                                               
See Notes to Financial Statements.                                             






              ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
                      CONSOLIDATED BALANCE SHEETS
                 March 31, 1998 and December 31, 1997
                             (Unaudited)
                                                              
                                                                                 1998             1997
                                 ASSETS                                            (In Thousands)
                                                                                                         
                                                                                      
Current Assets:
  Cash and cash equivalents:                                                                             
    Cash                                                                         $9,181     $           -
    Temporary cash investments - at cost,                                                                
       which approximates market                                                 60,903            44,388
                                                                             ----------     -------------
        Total cash and cash equivalents                                          70,084            44,388
  Notes receivable                                                                4,982             7,364
  Accounts receivable:                                                                                   
    Customer (less allowance for doubtful accounts of $ 20.8 million                                     
         in 1998 and $ 19.3 million in 1997)                                    143,985           139,265
    Other                                                                        39,276            52,374
    Accrued unbilled revenue                                                    193,744           262,818
  Accumulated deferred income taxes                                              12,621            12,401
  Inventory                                                                      12,298            13,650
  Prepayments and other                                                           6,476            13,623
                                                                             ----------     -------------
       Total                                                                    483,466           545,883
                                                                             ----------     -------------
                                                                                                         
Property, Plant, and Equipment:                                                                          
  Property, plant and equipment                                               2,454,174         2,353,181
  Less - accumulated depreciation                                               115,250            90,021
                                                                             ----------     -------------
       Property, plant, and equipment - net                                   2,338,924         2,263,160
                                                                             ----------     -------------
                                                                                                         
Other Property, Investments, and Assets:                                                                 
  Investments, long-term                                                         11,252            11,413
  Distribution license (net of accumulated amortization of $40.3 million                                 
       in 1998 and $25.6 million in 1997)                                     1,342,226         1,327,312
  Long-term receivables                                                          17,477            17,172
  Prepaid pension asset                                                         252,360           241,216
  Other                                                                          10,268            10,079
                                                                             ----------     -------------
        Total                                                                 1,633,583         1,607,192
                                                                             ----------     -------------
                                                                                                         
        TOTAL                                                                $4,455,973        $4,416,235
                                                                             ==========     ============= 
See Notes to Financial Statements.                                                                       




                ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS
                   March 31, 1998 and December 31, 1997
                                (Unaudited)
                                                              
                                                                         1998             1997
  LIABILITIES AND SHAREHOLDER'S EQUITY                                      (In Thousands)
                                                                                 
Current Liabilities:                                                                             
  Currently maturing long-term debt                                     $21,961           $33,814
  Notes payable                                                         332,950           240,794
  Accounts payable                                                      306,030           349,821
  Customer deposits                                                      27,643            24,946
  Taxes accrued                                                         127,682           120,981
  Interest accrued                                                       10,977            14,201
  Other                                                                     767               805
                                                                     ----------     -------------
         Total                                                          828,010           785,362
                                                                     ----------     -------------
                                                                                                 
Other Liabilities:                                                                               
  Accumulated deferred income taxes                                   1,013,812           995,865
  Other                                                                 251,745           299,775
                                                                     ----------     -------------
         Total                                                        1,265,557         1,295,640
                                                                     ----------     -------------
                                                                                                 
Long-term debt                                                        1,698,473         1,669,401
Company-obligated redeemable preferred securities                                                
 of subsidiary holding solely junior subordinated                                                
  deferrable debentures                                                 300,000           300,000
                                                                                                 
Shareholders' Equity:                                                                            
  Common stock, BPS1 par value, 901,000,000 shares authorized,                                   
    877,359,785 shares issued and outstanding (less Entergy UK                                   
    Limited debt adjustment of $1,371.8 million)                        114,000           114,000
  Additional paid-in capital                                            391,981           391,981
  Accumulated deficit                                                  (146,544)         (132,390)
  Cumulative foreign currency translation                                 4,496           (7,759)
                                                                     ----------     -------------
        Total                                                           363,933           365,832
                                                                     ----------     -------------
                                                                                                 
Commitments and Contingencies (Notes 1 and 2)                                                    
                                                                                                 
        TOTAL                                                        $4,455,973        $4,416,235
                                                                     ==========     =============

                                  

                ENTERGY CORPORATION AND SUBSIDIARIES
                                  
                    NOTES TO FINANCIAL STATEMENTS
                             (Unaudited)

NOTE 1.  COMMITMENTS AND CONTINGENCIES

Cajun - Coal Contracts  (Entergy Corporation and Entergy Gulf States)

      See  "Cajun  - Coal Contracts" in Note 9 of the Form  10-K  for
information  relating  to the declaratory judgment  action  filed  by
Entergy  Gulf  States and the counterclaims filed by the  defendants.
The  oral argument on the appeal by the defendants that was  set  for
April 1998 has been continued with no new date set for the argument.

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

      See  Note  9  in the Form 10-K for information on the  domestic
utility   companies',   System   Energy's,   and   Entergy   London's
construction  expenditures (excluding nuclear  fuel)  for  the  years
1998,   1999,  and  2000  and  long-term  debt  and  preferred  stock
maturities  and cash sinking fund requirements for the  period  1998-
2000.

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

      See  Note  9  in  the  Form  10-K for  information  on  nuclear
liability,  property  and replacement power  insurance,  related  NRC
regulations,  the  disposal of spent nuclear fuel,  other  high-level
radioactive waste, and decommissioning costs associated with  ANO  1,
ANO   2,   River  Bend,  Waterford  3,  and  Grand   Gulf   1.    The
owner/licensees  of each of Entergy's five nuclear  units  no  longer
participate  in the private insurance program that provides  coverage
for  worker  tort claims filed for bodily injury caused by  radiation
exposure.   The nuclear incident private insurance program  discussed
in Note 9 in the Form 10-K now covers this liability.

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 mid-cycle outage in March 1998.   Turbine
modifications  were  installed in May 1997 to  restore  most  of  the
output  lost  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 during a future outage,  it  could
become  necessary for Entergy Operations to insert sleeves  in  steam
generator tubes that were previously plugged.

      On  October 25, 1996, Entergy Corporation's Board of  Directors
authorized  Entergy  Operations  to  negotiate  a  contract  for  the
fabrication  and  replacement  of the  steam  generators  at  ANO  2.
Entergy  estimates  the cost of fabrication and  replacement  of  the
steam   generators   to  be  approximately  $150  million.    Entergy
Operations   has  entered  into  a  contract,  subject   to   certain
cancellation   provisions,  for  the  design   and   fabrication   of
replacement steam generators.  A letter of intent has been signed for
the  installation  of  the  replacement  steam  generators.   It   is
anticipated  that  the steam generators will be  installed  during  a
planned  refueling  outage in 2000.  Entergy Operations  periodically
meets with the NRC to discuss the results of inspections of the steam
generator  tubes,  as well as the timing of future  inspections.   In
March  1998, Entergy Arkansas filed a Petition for Declaratory  Order
and  Approval  of  New Depreciation Rates with the  APSC,  requesting
approval  of  the steam generator replacement project and appropriate
revised depreciation rates.

Environmental Issues

(Entergy Gulf States)

      Entergy  Gulf  States  has  been designated  as  a  potentially
responsible  party (PRP) 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.  As of March 31, 1998, a remaining recorded liability of $20.1
million  existed  relating to the clean-up  of  the  sites  at  which
Entergy  Gulf  States has been designated a PRP.  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 PRP by the EPA and related litigation.

(Entergy Louisiana)

      During  1993, the Louisiana Department of Environmental Quality
(LDEQ)  issued  new  rules  for  solid  waste  regulation,  including
regulation   of  wastewater  impoundments.   Entergy  Louisiana   has
determined  that  certain of its power plant wastewater  impoundments
were  affected  by  these regulations and chose to upgrade  or  close
them.   As a result, a remaining recorded liability in the amount  of
$6.7 million existed at March 31, 1998, for waste water upgrades  and
closures.    Completion  of  this  work  is  pending  LDEQ  approval.
Cumulative  expenditures  relating to the upgrades  and  closures  of
wastewater impoundments were $7.1 million as of March 31, 1998.

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 10 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 March 31, 1998.  See Note 9 to
the Form 10-K for further information.

Employment Litigation

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

     See Note 9 in the Form 10-K for information relating to lawsuits
filed  by  former employees asserting they were wrongfully terminated
and/or discriminated against on the basis of age, race, and/or sex.

 (Entergy Corporation, Entergy Louisiana, and Entergy New Orleans)

      Entergy Corporation, Entergy Louisiana and Entergy New  Orleans
are defendants in numerous lawsuits filed in Louisiana state court on
behalf  of  approximately 147 plaintiffs who  claim  that  they  were
illegally  terminated  from their jobs due to discrimination  on  the
basis  of  age.  The plaintiffs requested that the court certify  the
matter  as  a  class  action.  In August  1997,  the  district  court
certified the case as a class action.  The district court decision to
certify  the class action was reversed by the Louisiana Fifth Circuit
Court  of Appeal in April 1998.  No assurance can be given as to  the
timing or outcome of these proceedings.

(Entergy Corporation and Entergy Arkansas)

      Entergy  Corporation and Entergy Arkansas are defendants  in  a
number  of  lawsuits filed in federal court on behalf of a  total  of
approximately 62 plaintiffs who claim they were illegally  terminated
from their jobs due to discrimination on the basis of age or race.

     The first of these lawsuits, originally involving 29 plaintiffs,
was  tried  before a jury beginning in April 1997.  Settlements  were
reached  with two of the plaintiffs prior to the trial.   On  May  1,
1997,  the  jury  rendered  findings  as  to  22  of  the  plaintiffs
indicating  that Entergy had no liability to them for discrimination.
The  jury  did  find  that  Entergy had  intentionally  discriminated
against  the remaining five plaintiffs on the basis of age.   Entergy
concluded  settlements with these five plaintiffs  during  the  first
quarter of 1998.

       A  trial  date  for  another  suit  involving  18  plaintiffs,
originally  scheduled  for May 1997, had been  set  for  April  1998.
However,  a motion for summary judgment in favor of Entergy has  been
granted.   Another suit, involving a single plaintiff,  was  set  for
trial in February 1998 and has been continued with no new trial  date
set.   Another of the suits, involving nine plaintiffs, has been  set
for  trial in June 1998.  The last of these suits is in the discovery
stage and has been set for trial in July 1998.


NOTE 2.  RATE AND REGULATORY MATTERS

River Bend  (Entergy Corporation and Entergy Gulf States)

      See Note 2 to the Form 10-K for information related to previous
developments  in the original Entergy Gulf States rate proceeding  in
1988  seeking  recovery  of River Bend plant investment  and  related
deferred  costs.  On  March  13,  1998,  the  PUCT  issued  an  order
disallowing  recovery  of $1.4 billion of company-wide  abeyed  plant
costs  and  approximately $157 million of Texas  retail  jurisdiction
deferred  River Bend operating and carrying costs (Abeyed Deferrals).
The Texas share of the abeyed plant costs, which is not currently  in
rates,  is  approximately $624 million, based on 1988 costs  and  the
jurisdictional allocation included in current rates.  As of March 31,
1998,  the  River Bend plant costs originally disallowed  for  retail
ratemaking purposes in Texas and the River Bend plant costs  held  in
abeyance   totaled  (net  of  taxes  and  accumulated   depreciation)
approximately $11 million and $248 million, respectively.

     On  April 14, 1998, an ALJ issued a proposal for decision  (PFD)
in the pending judicial remand of the PUCT's 1988 decision to require
Entergy  Gulf  States  to  use tax benefits generated  by  disallowed
expenses  to  reduce  rates.  The PFD calls for  recovery  of  $100.1
million plus carrying costs over a period not to exceed seven  years.
Entergy  Gulf  States  believes  that additional  amounts  should  be
allowed  to  account  for tax liability that  will  result  from  the
recovery  and  for certain other matters.  The PUCT  is  expected  to
consider  this  PFD  together with the PFD in the pending  rate  case
discussed below by July 1998. The PUCT can accept, reject, or  modify
the proposals.

Retail Rate Proceedings

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

      In  March 1998, certain parties to the Entergy Gulf States rate
proceedings  in Texas reached an agreement in principle,  subject  to
approval by the PUCT and the Cities, which would resolve a number  of
pending  Texas regulatory proceedings with the exception of  existing
service  quality issues and certain appeals of other cases by parties
who  have  not  joined  in  the proposed  settlement.   The  proposed
agreement  in  principle would: (i) include a base rate reduction  of
$40 million on an annual basis, with a refund retroactive to June  1,
1996;  (ii)  provide for a recovery of $25 million of under-recovered
fuel costs; (iii) hold base rates at the same level until January  1,
2002; (iv) provide a total service quality credit of $10.4 million to
ratepayers retroactive to June 1996; and (v) allow recovery in rates,
beginning at the end of the rate freeze, of $125 million of net plant
in  service  related  to  the  abeyed portion  of  River  Bend.   The
agreement  in  principle has been finalized in  a  formal  settlement
agreement, which was filed with the PUCT on March 25, 1998.   Several
parties  to  the rate case, including the PUCT General Counsel,  have
signed  the  settlement agreement contingent  upon  the  approval  of
certain  Cities  served  by  Entergy Gulf States,  but  the  steering
committee for those cities has recommended that the Cities  not  join
the Settlement Agreement.  Entergy Gulf States cannot predict whether
this rate case  will be settled and, if so, upon what terms.  Entergy
Gulf  States  has  established  reserves  to reflect the agreement in  
principle  based  on  management's  estimates of the effects thereof.
These  reserves  of  approximately   $381   million  (or $227 million  
net of taxes) were recorded  in the fourth  quarter of 1997.  For the
three months  ended March 31, 1998, Entergy  Gulf States  recorded an
additional reserve of $9.3  million to account for the  impact of the
$40  million  base  rate  reduction  stipulated  in   the  settlement  
agreement.   Entergy  Gulf  States  expects  that  a  similar reserve  
will  be  required for each  quarter until a resolution of the  Texas
case is reached. 

     On  March  25, 1998, subsequent to the filing of the  Settlement
Agreement, an ALJ in the rate proceeding filed a PFD that calls for a
$144  million base rate reduction, retroactive to June 1, 1996, which
would  be  partially offset by a $28 million fuel  expense  surcharge
spread over twelve months relating to the past under recovery of fuel
and  purchased power expenses by Entergy Gulf States.   In  addition,
the PFD recommends that none of the abeyed plant costs and the Abeyed
Deferrals   be   included   in  the  Entergy   Gulf   States'   Texas
jurisdictional  rates.  Entergy Gulf States disagrees  with  the  ALJ
recommendations in this PFD, which includes numerous disallowances of
the  recovery  of costs to which Entergy Gulf States believes  it  is
entitled, and will file exceptions to this PFD.  Entergy Gulf  States
is  unable to predict at this time whether the PUCT will approve some
or all of the terms of either the settlement agreement or this PFD or
make  other findings in the case.  Accordingly, the ultimate  outcome
of  the  case,  and  its  effect on Entergy  Gulf  States'  financial
condition, which could be material, is uncertain.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

     On March 15, 1998, Entergy Mississippi filed its annual earnings
review  with the MPSC under its formula rate plan for the  1997  test
year.   In  April  1998,  the  MPSC  issued  an  order  approving   a
prospective rate reduction of $6.6 million.  This rate reduction went
into effect May 1, 1998.

Grand Gulf Accelerated Recovery Tariff

      On  April  15,  1998, FERC approved the Grand Gulf  Accelerated
Recovery Tariff that Entergy Arkansas filed as part of the settlement
agreement,  which  was approved by the APSC in  December  1997.   The
tariff  was designed to allow Entergy Arkansas to pay down a  portion
of  its  Grand  Gulf  obligation in advance of the implementation  to
retail access in Arkansas.  The tariff will go into effect January 1,
1999.  See Note 2 to the Form 10-K for a discussion of the settlement
agreement with the APSC.

NOTE 3.  COMMON STOCK (Entergy Corporation)

     During the first quarter 1998, Entergy Corporation issued 40,767
shares  of  its previously repurchased common stock to satisfy  stock
options  exercised  and stock purchases under  its  Equity  Ownership
Plan.   In  addition, Entergy Corporation received proceeds  of  $3.3
million from the issuance of 114,585 shares of common stock under its
dividend  reinvestment  and  stock purchase  plan  during  the  first
quarter   of   1998.   Additionally,  during  April   1998,   Entergy
Corporation  issued  111,141  shares of  its  previously  repurchased
common  stock to satisfy stock options exercised and stock  purchases
under its Equity Ownership Plan.


NOTE 4.  LONG-TERM DEBT

(Entergy Arkansas)

     On April 27, 1998, Entergy Arkansas redeemed, prior to maturity,
$75  million  of  9.75% Series First Mortgage Bonds due  2019,  $11.7
million of 8.7% Series First Mortgage Bonds due 2022 and $4.1 million
of  10%  Series  First  Mortgage Bonds due 2020.   These  bonds  were
redeemed with internally generated funds.

(Entergy Louisiana)

      On  April  27,  1998,  Entergy  Louisiana  redeemed,  prior  to
maturity,  $90 million of 8.5% Series First Mortgage Bonds  due  2022
and  $25.6  million  of  8%  Series First Mortgage  Bonds  due  2003.
Proceeds from the issuance on March 19, 1998 of $115 million of  6.5%
Series First Mortgage Bonds due 2008 were used for these redemptions.

(Entergy Mississippi)

      On  April  8, 1998, Entergy Mississippi issued $80  million  of
6.45%  Series  General and Refunding Mortgage Bonds  due  2008.   The
proceeds will be used to redeem on May 8, 1998, $80 million of  8.80%
General and Refunding Mortgage Bonds due 2005.

(Entergy Gulf States)

      On  May  1, 1998, Entergy Gulf States remarketed $28.4  million
Parish  of  West  Feliciana  Series 1985-D  variable  rate  Pollution
Control  Revenue  Bonds  due 2015 and $20.0 million  Parish  of  West
Feliciana  Series 1986 variable rate Pollution Control Revenue  Bonds
due 2016 at a fixed interest rate of 5.8% until maturity.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

      On  January 23, 1998, Entergy Corporation's Board of  Directors
declared  a  common stock dividend of 45 cents per share, payable  on
March  1, 1998, to holders of record on February 11, 1998.  On  March
25,  1998, Entergy Corporation's Board of Directors declared a common
stock  dividend of 45 cents per share, payable on June  1,  1998,  to
holders of record on May 13, 1998.

                 __________________________________

     In the opinion of Entergy Corporation, Entergy Arkansas, Entergy
Gulf  States,  Entergy  Louisiana, Entergy Mississippi,  Entergy  New
Orleans,   System  Energy,  and  Entergy  London,  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 the domestic utility companies,
System Energy, and Entergy London is subject to seasonal fluctuations
with  the  peak  periods occurring during the third quarter  for  the
domestic  utilities companies and System Energy and occurring  during
the  first  quarter for Entergy London.  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

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

     See "Employment Litigation" in Item 1 of Part I of the Form 10-K
for  information  relating  to lawsuits  filed  by  former  employees
asserting   they  were  wrongfully  terminated  and/or  discriminated
against due to age, race, and/or sex.  See "Employment Litigation" in
Note 1 herein for developments that have occurred since the filing of
the Form 10-K.

Cajun - Coal Contracts  (Entergy Corporation and Entergy Gulf States)

      See  "Cajun  - Coal Contracts" in Note 9 of the Form  10-K  for
information  relating  to the declaratory judgment  action  filed  by
Entergy  Gulf  States and the counterclaims filed by the  defendants.
See  "Cajun - Coal Contracts" in Note 1 herein for developments  that
have occurred since the filing of the Form 10-K.

Catalyst Technologies, Inc.  (Entergy Corporation)

      See  "Catalyst Technologies, Inc." in Item 1 of Part I  of  the
Form  10-K for information relating to the lawsuit filed by  Catalyst
Technologies,  Inc.  In March 1998, the plaintiff  filed  its  appeal
brief,  and Entergy Corporation's response brief is due in May  1998.
The date of oral argument on the appeal has not been set.

Union Pacific Railroad Company  (Entergy Corporation and Entergy
Arkansas)

           In  October  1997, Entergy Arkansas and  Entergy  Services
filed  a  civil  suit against Union Pacific Railroad  Company  (Union
Pacific)  in the United States District Court for the Middle District
of  Louisiana.  This lawsuit, which seeks damages and the termination
of  coal shipping contracts with Union Pacific, maintains that  Union
Pacific  has failed to meet its contractual obligations to ship  coal
to  Entergy  Arkansas'  two large coal-fired  plants  and  that  such
failure  has impaired Entergy Arkansas' ability to generate and  sell
electricity  from  these  plants.   This  lawsuit  is  entering   the
discovery  phase.  Meanwhile, there has been little or no improvement
in  the coal deliveries by the Union Pacific Railroad Company ("Union
Pacific")  to  Entergy Arkansas' coal fired generating stations,  and
coal  inventories  at these stations are very low.  Entergy  Arkansas
has  requested that Union Pacific allow another railroad  to  deliver
coal  to  the  White  Bluff generating station.  It  is  not  certain
whether  Union  Pacific will honor this request.   If  it  does  not,
Entergy  will  seek an order from the Federal Surface  Transportation
Board  requiring Union Pacific to allow the other railroad  to  bring
coal  to the White Bluff site.  If coal inventories cannot be rebuilt
for  the  summer season, one or more of Entergy Arkansas'  coal-fired
generating  stations  may not be able to operate  at  full  capacity,
which   could   result  in  increased  wholesale  replacement   power
purchases.   The operational and financial effect of Union  Pacific's
failure  to  deliver coal to Entergy Arkansas during the  second  and
third quarters of 1998 will depend upon a number of factors, such  as
weather,  that  Entergy  Arkansas cannot control.   However,  Entergy
Arkansas  will  seek  to  mitigate the  effects  of  inadequate  coal
inventories.   The  ultimate outcome of the Union Pacific  litigation
cannot be determined at this time.

Aquila  Power  Corporation  (Entergy Corporation,  Entergy  Arkansas,
Entergy  Gulf  States,  Entergy Louisiana, Entergy  Mississippi,  and
Entergy New Orleans)

      In  March  1998,  Aquila Power Corporation ("Aquila")  filed  a
complaint  with the FERC against Entergy Services, as agent  for  the
domestic utility companies, alleging that Entergy's domestic  utility
companies  improperly  reserved transmission  capacity  on  Entergy's
transmission system, resulting in the denial of Aquila's request  for
transmission service.  Aquila's complaint seeks compensation for lost
profits,  an  order  prohibiting Entergy and/or its  affiliates  from
engaging  in similar conduct, and suspension of the domestic  utility
companies'  and  Entergy  Power Marketing  Corporation's  market-rate
authority.    Entergy  is  preparing  its  response  to  the   Aquila
allegations, which response will be filed by May 11, 1998.

New Orleans Ratepayers  (Entergy New Orleans)

      In  April  1998, a group of residential and business ratepayers
filed  a  complaint  against Entergy New Orleans in  state  court  in
Orleans  Parish  on  behalf of all ratepayers in  New  Orleans.   The
plaintiffs allege that Entergy New Orleans overcharged ratepayers  by
at  least $300 million since 1975 in violation of limits set  by  the
1922  franchise  ordinances passed by the City of  New  Orleans  City
Council.   The plaintiffs seek, among other things, (1) a declaratory
judgment that such franchise ordinances have been violated, and (2) a
remand  to  the City Council for the establishment of the  amount  of
overcharges  plus  interest.   Management  believes  the  lawsuit  is
completely without merit.  Entergy New Orleans has charged only those
rates authorized by the City Council, which the City Council has  set
in   accordance  with  applicable  law.   Entergy  New  Orleans  will
vigorously defend itself in the lawsuit.

Item 5.  Other Information

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

      The  domestic  utility companies, System  Energy,  and  Entergy
London have calculated ratios of earnings to fixed charges and ratios
of  earnings  to  combined  fixed  charges  and  preferred  dividends
pursuant to Item 503 of Regulation S-K of the SEC as follows:

                           Ratios of Earnings to Fixed Charges
                                   Twelve Months Ended
                                     December 31,             March 31,
                        1993      1994   1995   1996    1997    1998
                                                              
 Entergy Arkansas       3.11(b)   2.32   2.56   2.93    2.54     2.54
 Entergy Gulf States    1.54      (c)-   1.86   1.47    1.42     1.30
 Entergy Louisiana      3.06      2.91   3.18   3.16    2.74     2.63
 Entergy Mississippi    3.79(b)   2.12   2.92   3.40    2.98     2.94
 Entergy New Orleans    4.68(b)   1.91   3.93   3.51    2.70     2.36
 System Energy          1.87      1.23   2.07   2.21    2.31     2.34
 Entergy London         N/A       N/A    N/A    N/A     (d)-     (d)-

                           Ratios of Earnings to Combined Fixed Charges
                                    and Preferred Dividends
                                      Twelve Months Ended
                                       December 31,              March 31,
                           1993     1994   1995   1996    1997    1998
                                                                
  Entergy Arkansas        2.54(b)  1.97   2.12   2.44     2.24    2.22
  Entergy Gulf States(a)  1.21     (c)-   1.54   1.19     1.23    1.14
  Entergy Louisiana       2.39     2.43   2.60   2.64     2.36    2.25
  Entergy Mississippi     3.08(b)  1.81   2.51   2.94     2.69    2.65
  Entergy New Orleans     4.12(b)  1.73   3.56   3.22     2.44    2.16
                                                    
(a)  "Preferred  Dividends" in the case of Entergy  Gulf  States
     also include dividends on preference stock.
     
(b)  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 a change in accounting principle to provide  for
     the accrual of estimated unbilled revenues.
     
(c)  Earnings for the year ended December 31, 1994, for  Entergy
     Gulf  States  were not adequate to cover fixed charges  and
     combined  fixed charges and preferred dividends  by  $144.8
     million and $197.1 million, respectively.
     
(d)  As  a  result of the windfall profits tax of $234  million,
     earnings for the twelve months ended December 31, 1997  and
     March  31,  1998  for Entergy London were  insufficient  to
     cover  fixed  charges  by $204 million  and  $196  million,
     respectively.

Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*
      
 ** 4(a) -    Fifty-second Supplemental Indenture, dated as of March
              1,  1998, to Entergy Louisiana's Mortgage and Deed  of
              Trust, dated as of April 1, 1944 (filed as Exhibit  A-
              2(a)  to  Rule 24 Certificate dated April 3,  1998  in
              File No. 70-9141).
              
 ** 4(b) -    Twelfth  Supplemental Indenture, dated as of April  1,
              1998,  to Entergy Mississippi's Mortgage and  Deed  of
              Trust,  dated as of February 1, 1988 (filed as Exhibit
              A-2(b) to Rule 24 Certificate dated April 16, 1998  in
              File No. 70-8719).
              
    27(a) -   Financial  Data  Schedule for Entergy Corporation  and
              Subsidiaries as of March 31, 1998.
              
    27(b) -   Financial  Data  Schedule for Entergy Arkansas  as  of
              March 31, 1998.
              
    27(c) -   Financial Data Schedule for Entergy Gulf States as  of
              March 31, 1998.
              
    27(d) -   Financial  Data Schedule for Entergy Louisiana  as  of
              March 31, 1998.
              
    27(e) -   Financial Data Schedule for Entergy Mississippi as  of
              March 31, 1998.
              
    27(f) -   Financial Data Schedule for Entergy New Orleans as  of
              March 31, 1998.
              
    27(g) -   Financial Data Schedule for System Energy as of  March
              31, 1998.
              
    27(h) -   Financial Data Schedule for Entergy London as of March
              31, 1998.
              
    99(a) -   Entergy Arkansas' Computation of Ratios of Earnings to
              Fixed  Charges  and  of  Earnings  to  Combined  Fixed
              Charges and Preferred Dividends, as defined.
              
    99(b) -   Entergy Gulf States' Computation of Ratios of Earnings
              to  Fixed  Charges and of Earnings to  Combined  Fixed
              Charges and Preferred Dividends, as defined.
              
    99(c) -   Entergy  Louisiana's Computation of Ratios of Earnings
              to  Fixed  Charges and of Earnings to  Combined  Fixed
              Charges and Preferred Dividends, as defined.
              
    99(d) -   Entergy   Mississippi's  Computation  of   Ratios   of
              Earnings  to Fixed Charges and of Earnings to Combined
              Fixed Charges and Preferred Dividends, as defined.
              
    99(e) -   Entergy New Orleans' Computation of Ratios of Earnings
              to  Fixed  Charges and of Earnings to  Combined  Fixed
              Charges and Preferred Dividends, as defined.
              
    99(f) -   System  Energy's Computation of Ratios of Earnings  to
              Fixed Charges, as defined.
              
    99(g) -   Entergy London'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,
              System Energy, and Entergy London for the fiscal  year
              ended  December  31,  1997,  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,
              1-9067, and 333-33331, respectively).
              
___________________________

Pursuant   to   Item  601(b)(4)(iii)  of  Regulation   S-K,   Entergy
Corporation  agrees  to furnish to the Commission  upon  request  any
instrument  with respect to long-term debt that is not registered  or
listed  herein  as an Exhibit because the total amount of  securities
authorized  under  such  agreement does not  exceed  ten  percent  of
Entergy Corporation and its subsidiaries on a consolidated basis.

 *   Reference  is  made to a duplicate list of  exhibits  being
     filed as a part of this report on Form 10-Q for the quarter
     ended  March  31, 1998, 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 March 31, 1998.
           
**   Incorporated herein by reference as indicated.
           
     (b)   Reports on Form 8-K
           
     Entergy Corporation and Entergy Gulf States
           
           A Current Report on Form 8-K, dated January 14, 1998,
           was filed with the SEC on January 15, 1998, reporting
           information under Item 5. "Other Events".
           
     
                    
                              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.
                         ENTERGY LONDON INVESTMENTS PLC


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



Date:  May 4, 1998