SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
                                
 Date of Report (Date earliest event reported) December 30, 1998
                                
                                
                                
                                
Commission   Registrant, State of Incorporation,  I.R.S. Employer 
File Number  Address and Telephone Number         Identification No.
                                                  
1-11299      ENTERGY CORPORATION                  72-1229752
             (a Delaware corporation)             
             639 Loyola Avenue
             New Orleans, Louisiana 70113
             Telephone (504) 529-5252
             
             
1-2703       ENTERGY GULF STATES, INC.            74-0662730
             (a Texas corporation)
             350 Pine Street
             Beaumont, Texas  77701
             Telephone (409) 838-3814
             
                                

Item 5.   Other Events
                                
Entergy Corporation
                                
     On December 31, 1998, Entergy Corporation completed the
disposition of its 100% ownership interest in Citipower Pty.,
which is the distribution utility for the central Melbourne
metropolitan area in Victoria, Australia.  Citipower was sold for
approximately A$1.7 billion to an affiliate of American Electric
Power Company.  The proceeds, which approximate US$1.06 billion,
were used in part to repay debt associated with the acquisition
of the interest in Citipower, as well as other debt related to
Entergy's foreign utility investments.  On a consolidated basis,
Entergy's debt was reduced by approximately US$755.4 million as a
result of this transaction.
                                
Entergy Gulf States, Inc.

Fuel Review
                                
   As previously reported, on September 8, 1998, Entergy Gulf
States, Inc. (the "Company") filed an application with the Public
Utilities Commission of Texas (the "PUCT") for an increase in its
fixed fuel factor and the implementation of a surcharge to Texas
retail customers for the cumulative under recovery of fuel and
purchased power costs.  The proposed increase in the fixed fuel
factor would have resulted in increased revenues of $55.6 million
annually compared to the current fixed fuel factor.  The proposed
surcharge was designed to recover $128.1 million, including
interest, for fuel under-recoveries incurred during the period
July 1, 1996 through June 30, 1998.  Hearings on this application
were held in October 1998.  On December 30, 1998, the PUCT
entered a final order which found that the Company's fuel factor
should be revised to provide an increase in Texas retail fuel and
purchased power revenues of approximately $42.4 million (or
18.6%) on an annual basis and that the Company should recover
$112.1 million including interest over a 24-month period for
under recovered fuel expenses.

   All amounts at issue in this proceeding will be the subject
of a future fuel reconciliation proceeding before the PUCT, at
which time the PUCT will consider the reasonableness of the
Company's fuel and purchased power expenses extending back to
July 1, 1996.  The Company cannot predict the ultimate outcome of
the fuel reconciliation proceeding.
                                
Rate Proceedings
                                
     Reference is made to the Company's Form 10-Q for the quarter
ended September 30, 1998 for information regarding the
developments in the Company's completed rate case filed in
November 1996.  In connection with that rate case, the Company
entered into an agreement with the PUCT that allowed for refunds
pursuant to the PUCT's October 14, 1998 order to begin in August
1998, and delayed implementation of the rate decrease.  In August
1998, the Company began implementing the refund of $76 million,
and on December 18, 1998, the rate decrease of $69 million went
into effect.
                                
       On November 30, 1998, the Company filed a new rate
application with the PUCT requesting that the PUCT approve
tariffs and riders designed to collect a total non-fuel base rate
revenue requirement for the Texas retail jurisdiction of $457.2
million based on the test year for the period July 1997 through
June 1998.  On December 28, 1998, the Company filed an update in
this rate proceeding, in which it updated its cost of service
study to reflect the base rate revenues from the PUCT's October
14, 1998 order, referred to above, and made several other
adjustments.  In the update, the Company agreed to cap the base
rate revenue requirement at the level proposed in the initial
filing.  The modified filing seeks an annualized base rate
increase of $84.6 million through January 31, 2000 and $95.5
million thereafter.  The PUCT is required to rule on the
application by July 3, 1999.  The Company cannot predict the
ultimate outcome of this rate proceeding.
                                
   Reference is made to the Company's Report on Form 10-Q for
the quarter ended September 30, 1998 for information regarding
the Company's second, third and fourth post-Merger earnings
analysis and related orders of the Louisiana Public Service
Commission.  As a result of these proceedings, the Company
recorded reserves during the fourth quarter of $102.2 million.
                                

                            SIGNATURE
                                
                                
          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned hereunto duly authorized.

                                 ENTERGY CORPORATION
                                 
                                 
                                 
                                 By: /s/ Nathan E. Langston
                                     Vice President and Chief 
                                     Accounting Officer
                                 
                                 
                                 ENTERGY GULF STATES, INC.
                                 
                                 
                                 
                                 By: /s/ Nathan E. Langston
                                     Vice President and Chief
                                     Accounting Officer
                                 
                                 
                                                 
Dated:  January 7, 1999