GULF STATES UTILITIES CO
11-K, 1995-06-26
ELECTRIC SERVICES
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                  SECURITIES AND EXCHANGE COMMISSION
                                   
                        Washington, D.C.  20549
                                   
                                   
                               FORM 11-K


(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
                      ACT OF 1934 [FEE REQUIRED]
                                   
              For the Fiscal Year Ended December 31, 1994
                                   
                                  OR
                                   
   [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                                   
                                   
                                   
                   Commission File Number 000-20371
                                   
                                   
                                   
                                   
                                   
                                   
         GULF STATES UTILITIES COMPANY EMPLOYEES' THRIFT PLAN
                       (Full title of the plan)
                                   
                                   
                                   
                                   
                                   
                                   
                          ENTERGY CORPORATION
                              639 Loyola
                     New Orleans, Louisiana  70113
          (Issuer and address of principal executive office)
                                   
                                   

<PAGE>
                     GULF STATES UTILITIES COMPANY
                        EMPLOYEES' THRIFT PLAN
                                   
                                   
                           Table of Contents
                                   
                                   
                                                             Page
                                                             Number
                                                             Herein

(a)Financial Statements and Supplemental Schedules:

   Report of Independent Accountants                          3
   
   Statement of Net Assets Available for Benefits
     With Fund Information December 31, 1994                  4
   
   Statement of Net Assets Available for Benefits
     With Fund Information December 31, 1993                  5
   
   Statement of Changes in Net Assets Available for
     Benefits With Fund Information- Year ended
     December 31, 1994                                        6
   
   Statement of Changes in Net Assets Available for
     Benefits With Fund Information- Year ended
     December 31, 1993                                        7
   
   Notes to Financial Statements                              8
   
   Item 27a - Schedule of Assets Held for Investment
     Purposes - December 31, 1994                            14
   
   Item 27d - Schedule of Reportable Transactions -
     December 31, 1994                                       16
   
   Signature                                                 17
   
   
(b)Exhibit:

     Consent of Coopers & Lybrand L.L.P.                     18
   

<PAGE>
                                   
                   REPORT OF INDEPENDENT ACCOUNTANTS


To the Trustee and Participants of the
Gulf States Utilities Company Employees' Thrift Plan:

We have audited the accompanying statements of net assets available for
benefits  of Gulf States Utilities Company Employees' Thrift Plan  (the
Plan)  as of December 31, 1994 and 1993, and the related statements  of
changes in net assets available for benefits for the years then  ended.
These  financial  statements  are the responsibility  of  the  Employee
Benefits  Committee.  Our responsibility is to express  an  opinion  on
these financial statements based on our audits.

We  conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the  audit
to  obtain  reasonable assurance about whether the financial statements
are  free of material misstatement.  An audit includes examining, on  a
test  basis,  evidence supporting the amounts and  disclosures  in  the
financial  statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management,  as  well
as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  the financial statements referred to  above  present
fairly, in all material respects, the net assets available for benefits
of  the  Plan as of December 31, 1994 and 1993, and the changes in  net
assets  available for benefits for the years then ended  in  conformity
with generally accepted accounting principles.

Our  audits were performed for the purpose of forming an opinion on the
basic   financial  statements  taken  as  a  whole.   The  supplemental
schedules  listed in the table of contents on  page 2 are presented for 
the purpose of additional analysis and are not a required part  of  the  
basic financial statements but are supplementary  information  required 
by the Department of Labor's Rules and Regulations for  Reporting   and
Disclosure under the Employee Retirement Income Security Act  of  1974.
The  Fund  Information  in the statement of net  assets  available  for
benefits  and statement of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to present
the  net  assets  available  for benefits and  changes  in  net  assets
available  for  benefits of each fund.  The supplemental schedules  and
Fund Information have been subjected to the auditing procedures applied
in  the  audits of the basic financial statements and, in our  opinion,
are  fairly  stated in all material respects in relation to  the  basic
financial statements taken as a whole.

/s/ Coopers & Lybrand L.L.P.

New Orleans, Louisiana
June 16, 1995

<PAGE>                        
<TABLE>
<CAPTION>
                        
                        GULF STATES UTILITIES COMPANY
                            EMPLOYEES' THRIFT PLAN
    STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
                            as of December 31, 1994
                                                                                                   
                                                                Fund Information
                                                                                               Investment                       
                                Common   Preferred   Acorn     Guardian    Puritan   Savings    Contract  Participant
                                 Stock     Stock      Fund       Fund       Fund       Fund       Fund       Loans        Total
<S>                           <C>         <C>      <C>          <C>    <C>        <C>         <C>         <C>         <C>
PLAN ASSETS:                                                              
  Interest receivable            $3,227              $3,026       $599       $371    $307,481    $229,053                 $543,757
  Participant loans                                                                                       $11,301,990   11,301,990
                                                                                                                      
  Investment in securities, 
     at market value:                                                                                                         
      Entergy Corporation 
         common stock,                                                                                                              
         975,434 shares 
         (cost $22,077,660)* 21,337,619                                                                                 21,337,619
      Gulf States Utilities 
         Company  $4.40                                                                                                           
         Dividend Preferred 
         Stock, 712 shares 
         (cost $44,098)                 $39,872                                                                             39,872
      Gulf States Utilities 
         Company  $9.75                                                                                                           
         Dividend Preferred 
         Stock, 218 shares 
         (cost $27,062)                  21,364                                                                             21,364
   Investment in mutual                          
      funds, at market value:                                                                                                      
      Acorn Fund, 1,745,144 
         units (cost 
         $19,768,063) *                          21,220,954                                                             21,220,954
      Guardian Fund, 285,183                                
         units (cost $5,313,923)                             5,198,888                                                   5,198,888
      Puritan Fund, 256,809 units                               
         (cost $4,108,201)                                              3,803,336                                        3,803,336
   U. S. Government Securities,                                                   
      at market value:                                                                                                     
      U. S. Treasury Bills 
         (in aggregate),                                                                                                         
         (cost $17,522,019) *                                                      17,525,114                           17,525,114
      U. S. Treasury Notes 
         (in aggregate),                                                                                                           
         (cost $8,638,371) *                                                        8,657,870                            8,657,870
      Federal National 
         Mortgage Association                                  
         Discount Note, 6.02%, 
         due 3/24/95                                                                                                           
         (cost $2,561,986)                                                          2,560,238                            2,560,238
   Investment Contracts, at                                                                   
    contract value:                                                                                                          
      Principal Mutual Life 
       Insurance Company                                                                        6,672,092                6,672,092
      Provident Life & 
       Accident Insurance                              
         Company                                                                                3,827,741                3,827,741
      Provident National 
       Assurance Company                                                                        6,447,667                6,447,667
      State Mutual Life 
       Assurance Company                                                                        3,822,213                3,822,213
      CNA Insurance Company                                                                     3,947,784                3,947,784
   Investment in IDS Trust 
     Fund, at market value, 
     459,882 units (cost 
     $17,096,439)*                                                                             17,185,773               17,185,773
   Temporary cash investments   809,017           1,098,129    234,152    199,962   8,362,608     949,561               11,653,429
                            ------------------------------------------------------------------------------------------------------
Net Assets Available for 
 Benefits                   $22,149,863 $61,236 $22,322,109 $5,433,639 $4,003,669 $37,413,311 $43,081,884 $11,301,990 $145,767,701
                            ======================================================================================================
                                                                      
* Investment represents 5% or more of total net assets
                                                                          
See Notes to Financial Statements.                                             
                                                                                                        
</TABLE>                                                                 
<PAGE>
<TABLE>
<CAPTION>

                        GULF STATES UTILITIES COMPANY
                           EMPLOYEES' THRIFT PLAN 
  STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
                          as of December 31, 1993
                                                                                                          
                                                        Fund Information
                                                                                             Investment
                            Common  Preferred    Acorn    Guardian    Puritan     Savings     Contract  Participant      
                             Stock     Stock      Fund      Fund        Fund        Fund        Fund       Loans      Total
<S>                       <C>         <C>     <C>
PLAN ASSETS:                                                              
  Interest receivable                                                              $210,041     $44,155                 $254,196
  Participant loans                                                                                     $12,536,457   12,536,457
                                                                     
  Investment in securities, 
   at market value:                                                                                                                 
      Entergy Corporation 
       common stock, 995,243 
       shares (cost 
       $21,600,230) *     $35,828,748                                                                                 35,828,748
                                                                
      Gulf States Utilities 
       Company  $4.40 Dividend 
       Preferred Stock,                                                 
       961 shares (cost $60,471)      $62,465                                                                             62,465
      Gulf States Utilities 
       Company  $9.75 Dividend 
       Preferred Stock,                                                         
       280 shares (cost $34,869)       27,544                                                                             27,544
  Investment in mutual funds, 
    at market value:                                                                                                    
      Acorn Fund,  1,539,606 units                                        
         (cost $16,025,838) *                 $21,477,501                                                             21,477,501
                                                                                    
      Guardian Fund,  152,460 units                                            
         (cost $2,815,391)                                $2,835,751                                                   2,835,751
                                                                                              
      Puritan Fund,  143,894 units                                     
         (cost $2,306,869)                                           $2,266,337                                        2,266,337
                                                                                                         
   U. S. Government Notes, at 
    market value:                                                                                                                  
      Federal Home Loan Bank 
       Discount Note, 3.20%, due 
       1/4/94  (cost $16,244,540) *                                              16,244,545                           16,244,545
      Tennessee Valley Authority 
       Zero Coupon Note, 3.19%, 
       due 2/10/94(cost $9,946,094)*                                              9,946,090                            9,946,090
      Other notes (in 
       aggregate)(cost $20,635,715).*                                            15,885,032   4,763,176               20,648,208
   Investment Contracts, at 
     contract value:                              
      Principal Mutual Life                                                               
       Insurance Company                                                                      6,244,837                6,244,837
      Provident Life & 
        Accident Insurance                                             
        Company                                                                               3,643,779                3,643,779
      Provident National 
       Assurance Company                                                                      5,957,745                5,957,745
      The Prudential Insurance 
         Company of America *                                                                 9,769,170                9,769,170
      State Mutual Life 
       Assurance Company                                                                      3,641,990                3,641,990
      CNA Insurance Company                                                                   3,751,871                3,751,871
   Investment in IDS Trust 
     Fund, at market                                                
      value, 141,419 
      units (cost $4,950,143)                                                                 4,975,815                4,975,815
   Temporary cash 
     investments              245,448             791,024    868,877    544,729   1,043,938   2,145,123                5,639,139
                          ------------------------------------------------------------------------------------------------------
                          
Net Assets Available for 
  Benefits                $36,074,196 $90,009 $22,268,525 $3,704,628 $2,811,066 $43,329,646 $44,937,661 $12,536,457 $165,752,188
                          ====================================================================================================== 

* Investment represents 5% or more of total net assets                   
                                                                           
See Notes to Financial Statements.                                                                       
                                                                                                          
</TABLE>                                                                
<PAGE>                                                                  
<TABLE>
<CAPTION>
                                                                                                        
                                GULF STATES UTILITIES COMPANY
                                   EMPLOYEES' THRIFT PLAN
     STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
                            for the year ended December 31, 1994
                                                                                                        
                                                            Fund Information
                                                                                            Investment                       
                          Common   Preferred    Acorn     Guardian    Puritan    Savings     Contract  Participant     
                           Stock     Stock      Fund       Fund        Fund       Fund        Fund       Loans      Total
<S>                    <C>          <C>     <C>         <C>        <C>        <C>         <C>         <C>         <C>
Contributions:                                                           
  Employees             $1,148,338           $2,201,995   $655,671   $464,337  $2,547,609  $2,464,541               $9,482,491
  Employer                 473,505              831,502    251,619    186,192   1,179,552     979,662                3,902,032
                       -------------------------------------------------------------------------------------------------------  
                         1,621,843            3,033,497    907,290    650,529   3,727,161   3,444,203               13,384,523
                       -------------------------------------------------------------------------------------------------------
Net Investment Income:                                 
  Interest income           18,456               16,723      6,636      4,852   1,541,584   2,819,947    $780,354    5,188,552
  Dividend income        1,709,764   $5,678   1,159,107    123,558    317,076                                        3,315,183
                       -------------------------------------------------------------------------------------------------------  
                         1,728,220    5,678   1,175,830    130,194    321,928   1,541,584   2,819,947     780,354    8,503,735
                       -------------------------------------------------------------------------------------------------------
Net appreciation 
  realized/unrealized
  (depreciation) in                                                                                                              
  market value of 
  investments          (13,666,706)  (6,362) (3,545,207)  (136,991)  (279,583)      8,353      63,662              (17,562,834)
                       -------------------------------------------------------------------------------------------------------
Distributions:                                                    
  Cash                  (1,293,588)          (1,892,174)  (233,608)  (265,584) (9,269,807) (6,444,499)             (19,399,260)
  Securities withdrawn 
   in kind              (2,220,712)  (6,061) (1,543,950)  (240,247)  (276,438)                                      (4,287,408)
  Loans distributed                                                                                      (623,243)    (623,243)
                       ------------------------------------------------------------------------------------------------------- 
                        (3,514,300)  (6,061) (3,436,124)  (473,855)  (542,022) (9,269,807) (6,444,499)   (623,243) (24,309,911)
                       -------------------------------------------------------------------------------------------------------
Transfers between funds    (93,390) (22,028)  2,825,588  1,302,373  1,041,751  (1,923,626) (1,739,090) (1,391,578)           - 
                       -------------------------------------------------------------------------------------------------------
Increase (decrease) in 
  Net Assets Available                                                                                                     
  for Benefits         (13,924,333) (28,773)     53,584  1,729,011  1,192,603  (5,916,335) (1,855,777) (1,234,467) (19,984,487)

Net Assets Available 
  for Benefits,                              
  Beginning of Year     36,074,196   90,009  22,268,525  3,704,628  2,811,066  43,329,646  44,937,661  12,536,457  165,752,188
                       -------------------------------------------------------------------------------------------------------
Net Assets Available 
  for Benefits,                                                                                                              
  End of Year          $22,149,863  $61,236 $22,322,109 $5,433,639 $4,003,669 $37,413,311 $43,081,884 $11,301,990 $145,767,701
                       =======================================================================================================
                                                            
                                                                  
See Notes to Financial Statements.                             
                                                                                                        
</TABLE>
<PAGE>                                                                   
<TABLE>
<CAPTION>
  
                                GULF STATES UTILITIES COMPANY
                                   EMPLOYEES' THRIFT PLAN
   STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
                           for the year ended December 31, 1993
                                                                                                          
                                                    Fund Information
                                                                                       Investment                       
                        Common  Preferred   Acorn     Guardian    Puritan    Savings    Contract  Participant      
                        Stock    Stock      Fund        Fund        Fund      Fund        Fund        Loans      Total
<S>                 <C>         <C>     <C>         <C>        <C>        <C>         <C>         <C>         <C>
Contributions:                                              
  Employees          $1,433,562          $1,909,919    $89,679    $61,481  $3,468,619  $3,122,515              $10,085,775
  Employer              587,980             690,899     31,443     21,077   1,582,537   1,189,017                4,102,953
                    ------------------------------------------------------------------------------------------------------  
                      2,021,542           2,600,818    121,122     82,558   5,051,156   4,311,532               14,188,728
                    ------------------------------------------------------------------------------------------------------
Net Investment Income:                                      
  Interest income         5,029               3,649        383        315   1,447,050   2,710,110    $848,323    5,014,859
  Dividend income                $6,962     955,821                73,763                                        1,036,546
                    ------------------------------------------------------------------------------------------------------      
                          5,029   6,962     959,470        383     74,078   1,447,050   2,710,110     848,323    6,051,405
                    ------------------------------------------------------------------------------------------------------
Net appreciation 
 realized/unrealized 
 (depreciation) in                                                                                                              
 market value of 
 investments          7,586,006      67   3,632,565     20,359    (40,533)     12,494      25,672               11,236,630
                    ------------------------------------------------------------------------------------------------------
Distributions:                                              
  Cash                 (300,666) (2,199)   (118,741)      (912)      (912) (2,356,056) (1,070,310)              (3,849,796)
  Securities withdrawn 
   in kind             (311,993)             (4,749)                                                              (316,742)
Loans distributed                                                                                     (38,376)     (38,376)
                    ------------------------------------------------------------------------------------------------------
                       (612,659) (2,199)   (123,490)      (912)      (912) (2,356,056) (1,070,310)    (38,376)  (4,204,914)
                    ------------------------------------------------------------------------------------------------------
Transfers between 
 funds               (8,808,976) (7,062)  2,316,806  3,563,676  2,695,875  (6,296,677)  5,893,009     643,349            -
                    ------------------------------------------------------------------------------------------------------
Increase (decrease) in 
 Net Assets Available                                                                                                 
 for Benefits           190,942  (2,232)  9,386,169  3,704,628  2,811,066  (2,142,033) 11,870,013   1,453,296   27,271,849
                                                 
Net Assets Available 
 for Benefits,                                                                                                              
 Beginning of Year   35,883,254  92,241  12,882,356          -          -  45,471,679  33,067,648  11,083,161  138,480,339
                    ------------------------------------------------------------------------------------------------------
Net Assets Available 
 for Benefits,                                                                                                              
 End of Year        $36,074,196 $90,009 $22,268,525 $3,704,628 $2,811,066 $43,329,646 $44,937,661 $12,536,457 $165,752,188
                    ======================================================================================================
                                                        
See Notes to Financial Statements.                             
</TABLE>                                             
<PAGE>                     
                     GULF STATES UTILITIES COMPANY
                        EMPLOYEES' THRIFT PLAN
                     Notes to Financial Statements


1. Summary of Significant Accounting Policies

   Basis  of presentation:  The accompanying financial statements  have
   been  prepared  on  the  accrual basis and present  the  net  assets
   available  for benefits and the changes in net assets available  for
   benefits  for Gulf States Utilities Company (GSU) Employees'  Thrift
   Plan (Plan).
   
   Benefits  payable for terminations and withdrawals are  included  in
   net  assets  available  for benefits and  are  charged  against  net
   assets  when  paid.   This  accounting  method  differs  from   that
   required  in  the  Department  of Labor  Form  5500  which  requires
   benefits  payable to be accrued and charged against  net  assets  in
   the  period the liability arises.  Net assets available for benefits
   as  of December 31, 1994 and 1993 and the net increase in net assets
   available for benefits for each of the years in the two-year  period
   ended  December 31, 1994 differ from that to be reported in the Form  
   5500  as  follows:
   
   
                                           Net Assets Available
                                                for Benefits                   
                                                                     
                                           1994            1993        
                                                                     
        As reported herein             $145,767,701     $165,752,188  
        Accrued benefits payable         (5,009,619)           -
        Accrued interest                      -             (254,196) *    
                                       ------------     ------------
        To be reported in Form 5500    $140,758,082     $165,497,992  
                                       ============     ============     
                                                                     
                                        Net Increase in Net Assets
                                          Available for Benefits
                                                                     
                                          1994            1993        
                                                                     
        As reported herein            ($19,984,487)      $27,271,849  
        Accrued benefits payable        (4,755,423)            -
        Accrued interest                     -              (254,196) *    
                                      ------------       -----------
        To be reported in Form 5500   $(24,739,910)      $27,017,653  
                                      ============       ===========
   
   *  The 1993 Form 5500 was prepared on the cash basis of accounting.   
   During 1994 the Company changed to the accrual basis of accounting  
   for the Form 5500.
   
   Investments:    Investments  in  common  stock  and   fixed   income
   securities  are stated at their fair value as determined  by  quoted
   market  prices  on  the  valuation  date,  in  compliance  with  the
   Department  of  Labor  Rules  and  Regulations  for  Reporting   and
   Disclosure under the Employee Retirement Income Security Act of
   1974  (ERISA),  as  amended.  Investments  in  preferred  stock  are
   valued  in the same manner where such prices are available. If  such
   prices  are not available, the preferred stock is valued based  upon
   an  approximation  of  market value made by a registered  securities
   dealer.   Cash  equivalents are valued at cost,  which  approximates
   fair  value.   The values of guaranteed investment contracts  (GICs)
   are   recorded  at  cost,  which  approximates  fair  value.    Cost
   represents  amounts  invested under the GICs, plus  interest  earned
   and  reinvested  through the valuation date at the contracted  rate.
   Participant  loans  are  carried at unpaid principal  balance  since
   there is no market for these loans.
   
   Expenses: All costs and expenses incurred in the direct purchase  or
   sale  of  securities and fees charged under the Investment  Contract
   Fund  are  charged  to participants' accounts.   All  administrative
   expenses  of the Plan are borne by the Company.  However,  the  Plan
   reserves the right to have future administrative expenses paid  from
   the Plan's assets.
   
   Purchases  and sales of securities are accounted for  on  the  trade
   date.
   
   Tax  status:   The Internal Revenue Service has issued  a  favorable
   determination  letter on September 23, 1988 stating  that  the  Plan
   qualifies  under  the provisions of Section 401(a) of  the  Internal
   Revenue  Code (Code) and is exempt from federal income  taxes  under
   Section  501(a)  of  the  Code.   In July  1994,  GSU  submitted  an
   application  for  a  favorable determination  pursuant  to  the  Tax
   Reform Act of 1986 for the Plan which was amended and restated.   It
   is  expected  that  the  Plan,  as amended,  will  comply  with  the
   provisions of the Tax Reform Act of 1986, and will continue to  meet
   the  requirements  of  the  Code.  Accordingly,  no  provisions  for
   federal  income  taxes have been made in the accompanying  financial
   statements.
   
   Concentration  of  credit risk:  Periodically the  Plan  invests  in
   certificates of deposit with a small number of banks.   For  deposit
   insurance  purposes, the certificates of deposit are  considered  to
   be  owned  by  each  participant and  insured  up  to  $100,000  per
   participant.   However,  since  December  19,  1992,  the  insurance
   coverage of $100,000 per participant will be available only  if  the
   bank  issuing  the  certificate of deposit  is  eligible  to  accept
   "brokered deposits" under the FDIC Improvement Act of 1991.
   
   The  Plan  invests in government notes and securities which  include
   direct  obligations  of  the  United States  Government  (U.S.),  or
   obligations  of  agencies or instrumentalities  thereof,  which  are
   backed by the full faith and credit of the U.S.
   
   The  Plan  invests  in  guaranteed investment  contracts  with  five
   insurance  companies and is subject to credit risk with  respect  to
   these insurance companies.

2. Summary of Plan Provisions

   The  following  description  of the Plan  is  provided  for  general
   information  purposes only.  Plan participants should refer  to  the
   Plan  document  for  a  more  complete  description  of  the  Plan's
   provisions.
     
   General:   The  Plan is a defined contribution plan of  GSU  and  is
   subject to the provisions of ERISA.  The ERISA provisions set  forth
   the  requirements for participation, vesting of benefits,  fiduciary
   conduct  for  administering  and  handling  Plan  assets,  and   for
   disclosure of Plan Information.
   
   Eligibility:   The  Plan is available to all employees  of  GSU  who
   have  completed one year of service during which they  worked  1,000
   or  more  hours.   See  "Entergy Corporation/Gulf  States  Utilities
   Company Merger" below.
   
   Contributions:   Contributions made by or on behalf of  participants
   are  deposited with Texas Commerce Bank in Beaumont as  Trustee  for
   the  Plan.  Effective January 1, 1995, Hibernia National Bank of New
   Orleans  became Trustee for the Plan.  All assets of the  Plan  were
   transferred  to  Hibernia in early January 1995.   Participants  may
   elect  to contribute, through payroll deductions, 2 to 6 percent  of
   their  base salary (Basic). GSU will make matching contributions  to
   the  Plan in an amount equal to 50 percent of a participant's  Basic
   contribution (Matching).  Participants may contribute an  additional
   2  to 10 percent of their base salary (Supplemental) for which there
   are    no    Matching   contributions.    Basic   and   Supplemental
   contributions   may   be   made  on  a  before-tax   basis   (401(k)
   contributions),  an  after-tax  basis  or  a  combination  of  both.
   Contributions are monitored and limited by federal tax  legislation.
   The limit for the 1994 401(k) contribution was $9,240.
   
   Investments:  Employee and Company contributions made on  behalf  of
   participants  are  invested  by the Trustee  as  specified  by  each
   employee  participant.  Earnings on  participant  contributions  are
   allocated  based on participants' account balances as of  the  first
   day of each month.
   
   In 1977, the Company amended the Plan to eliminate the investment
   option in the Company's $4.40 Dividend and $9.75 Dividend Preferred
   Stocks; consequently, no employees are making contributions under
   this option.  Investments in Preferred Stock held prior to the
   amendment date are still retained as assets available for benefits.
   Effective September 1, 1993, the Board amended the Plan to include
   two mutual funds, the Puritan Fund and the Guardian Fund, as new
   investment options under the Plan.
   
   Participant's  may direct contributions to the following  investment
   options as available:
       
        Option  A:  Entergy Corporation Common Stock Fund -  Funds
        are invested in common stock of Entergy Corporation.
        
        Options  B:  GSU  $4.4O  Preferred  Stock  and  GSU  $9.75
        Preferred  Stock - the Plan was amended to eliminate  this
        investment  option effective December 15, 1977.   However,
        balances are retained as assets available for benefits.
        
        Options  C:  Savings Fund - funds are invested  in  saving
        accounts   and   certificates  of   deposit,   and   other
        investments  backed by the full faith and  credit  of  the
        United   States   of   America  and   its   agencies   and
        instrumentalities.
        
        Options  D:  Investment Contract Fund - funds are invested
        in  various  investment contracts and cash  reserves,  and
        pooled  or  commingled funds holding investment  contracts
        and similar fixed income investments.
        
        Options  E:   Acorn  Fund - funds are invested  in  common
        stock   and  securities  convertible  into  common  stock.
        Additionally  investments may be made in preferred  stock,
        transactions  in  option, securities in  future  contracts
        and  in  obligations such as bonds, debenture  and  notes.
        This  mutual  fund invests with the objective  of  capital
        growth.
        
        Options  F:   Puritan  Fund  - funds  are  invested  in  a
        broadly    diversified    portfolio    of    high-yielding
        securities, including common stocks, preferred stocks  and
        bonds.   This  mutual fund invests with the  objective  of
        obtaining as much income as possible, consistent with  the
        preservation and conservation of capital.
        
        Options G:  Guardian Fund - funds are invested in a  large
        number  of common stocks of long-established, high quality
        companies.   This mutual fund invests with  the  objective
        of  capital  appreciation first, and then secondarily  for
        current income.
   
   As  of  December  31,  1994, the Plan had the  following  number  of
   participants in each investment option:
                                               Number of
                                              Participants
         Option A: Common Stock                   2,227
         Option B: Preferred Stock                   39
         Option C: Savings                        3,288
         Option D: Investment Contract Fund       1,951
         Option E: Acorn Fund                     1,523
         Option F: Puritan Fund                     553
         Option G: Guardian Fund                    656
       
   
   Vesting:   Amounts contributed by participants and the  Company  are
   fully vested at time of deposit.
   
   Plan  Termination:  Although it has not expressed any intent  to  do
   so,  the  Company  has the right under the Plan to  discontinue  its
   contributions at any time and to terminate the Plan subject  to  the
   provisions   of   ERISA.    In  the  event  of   Plan   termination,
   participants  will  receive  the  total  value  of  their  accounts,
   determined as of the date of termination.
   
   In-Service  Withdrawals:   While employed,  participants  may,  with
   certain  restrictions, withdraw all or a portion  of  the  value  of
   their  Basic and Supplemental after-tax.  These withdrawals  may  be
   subject  to a 10% penalty unless the participant is age  59  1/2  or
   older.    The   Plan  also  has  a  financial  hardship   withdrawal
   provision.
   
   Loans  to  Participants:   The Plan has  a  loan  provision  whereby
   participants  who are actively employed may borrow  an  amount  from
   their  eligible account(s) based on the balance of such  account(s).
   The  amount  borrowed  is  deducted from the participant's  eligible
   account(s)   and  repaid  with  interest  in  accordance   with   an
   established  schedule.  If a participant with  an  outstanding  loan
   separates  from service, and is not retired, the remaining principal
   balance of the loan is treated as a taxable distribution and may  be
   subject to 10% penalty unless the amount is repaid in full within  a
   specified period from the date of separation.
   
   Distributions  Upon  Separation  from  Service:   Upon  leaving  the
   Company,  participants  become  eligible  to  receive  a  single-sum
   distribution  of the entire vested value of the Plan accounts,  with
   certain  additional  provisions  regarding  account  balances  under
   $3,500 and attaining age 70 1/2.

   Asset  Value Per Unit:  The net asset value per unit for the  Common
   Stock  Fund,  Preferred Stock Fund, Acorn Fund,  Guardian  Fund  and
   Puritan Fund as of December 31, 1994 and 1993, were as follows:
   
                                       1994         1993
       Common Stock Fund:
       Net Asset Value per unit       $21.88       $36.00
   
       Preferred Stock Fund:
       Net Asset Value per unit -
       $4.40 Dividend Series          $56.00       $65.00
       Net Asset Value per unit -
       $9.75 Dividend Series          $98.00       $98.37
   
       Acorn Fund:
       Net Asset Value per unit       $12.16       $13.95
       
       Guardian Fund:
       Net Asset Value per unit       $18.23       $18.60
   
       Puritan Fund:
       Net Asset Value per unit       $14.81       $15.75
   
   Inactive  accounts:   The  amounts allocated  to  accounts  of  Plan
   participants  who have withdrawn from participation in the  earnings
   and  operations  of the Plan, but for which disbursements  of  those
   funds from the Plan has not yet been made is $40,269,342.
   
3. Entergy Corporation/Gulf States Utilities Company Merger
   
   On  December 31, 1993, Entergy Corporation and Gulf States Utilities
   Company  (GSU) consummated their merger. GSU became a  wholly  owned
   subsidiary of Entergy Corporation. Accordingly, 1,783,590 shares  of
   Gulf  States Utilities common stock held by the Plan were  converted
   to  995,243  shares  of Entergy Corporation common  stock  effective
   December  31,  1993.   On  May 5, 1994, the Board  of  Directors  of
   Entergy  Corporation (Board) approved the combination of the Entergy
   Savings  Plan  and the Plan.  This combination was approved  by  the
   GSU  Board  of  Directors  on  May 23, 1994.   The  combination  was
   completed  on  January  1,  1995  for  GSU  management,  however  is
   currently pending collective bargaining approval.
                     
<PAGE>   
<TABLE>   
<CAPTION>
                        GULF STATES UTILITIES COMPANY
                           EMPLOYEES' THRIFT PLAN
        ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                           as of December 31, 1994
                                                                                          
                                                     Par/Maturity                         
Description of Investment                               Value           Cost        Current Value
<S>                                                 <C>              <C>             <C>       
Entergy Corporation Common Stock                    $.01 par value   $22,077,660     $21,337,619
                                                                     ===========     ===========         
                                                                                                
Gulf States Utilities Company:                                                                  
  $4.40 dividend preferred stock                          $71,200        $44,098         $39,872
  $9.75 dividend preferred stock                           21,800         27,062          21,364
                                                      -----------    -----------     -----------
                                                          $93,000        $71,160         $61,236
                                                      ===========    ===========     ===========
                                                                                                
Investment Contracts:                                                                           
  Continental Assurance Pension                                                                 
    Investment Fund GP# 12825                                          3,947,784       3,947,784
  Principal Mutual Pension GIC #4-3226                                 6,672,092       6,672,092
  Provident National Assurance Company                                                          
    GIC Contract #027-04834                                                                     
    9.02% due 3/31/96                                                  6,447,667       6,447,667
  Provident Life & Accident Insurance Company                                       
    GIC Contract  #GA-627-06486                                                                 
    5.53%,due 9/30/97                                                  3,827,741       3,827,741
  State Mutual Life Assurance Company                                                           
    GIC Contract #GA-92030A                                                                     
    5.42%, due 9/30/97                                                 3,822,213       3,822,213
                                                                                                
IDS Trust - #IM1700                                                   17,096,439      17,185,773
                                                                     -----------     -----------
                                                                     $41,813,936     $41,903,270
                                                                     ===========     ===========
                                                                                                
Government Notes and Securities:                                                                
  Federal National MTG Assn                                                                     
    Discount Note, 6.02 %, due 3/24/95                 $2,600,000     $2,561,986      $2,560,238
  U.S. Treasury Bills                                                                           
    due 2/16/95                                         4,250,000      4,146,612       4,145,602
  U.S. Treasury Note                                                                            
    3.875%, DTD 3/1/93, due 2/28/95                     2,000,000      1,987,656       1,995,000
  U.S. Treasury Notes                                                                           
    3.875%, due 4/30/95                                 4,700,000      4,657,590       4,664,750
  U.S. Treasury Note                                                                            
    4.25%, due 1/31/95                                  2,000,000      1,993,125       1,998,120
  U.S. Treasury Bills                                                                           
    5.35% due 2/09/95                                   6,000,000      5,925,180       5,927,160
  U.S. Treasury Bills                                                                           
    5.429% due 3/23/95                                  2,000,000      1,950,735       1,949,705
  U.S. Treasury Bills                                                                           
    4.29% due 4/6/95                                    1,300,000      1,243,610       1,238,617
  U.S. Treasury Bills                                                                           
    5.173% DTD 7/28/94, due 1/26/95                     4,300,000      4,255,882       4,264,030
                                                      -----------    -----------     -----------
                                                      $29,150,000    $28,722,376     $28,743,222
                                                      ===========    ===========     ===========        
Acorn Investment Trust - Acorn Fund                                  $19,768,063     $21,220,954
                                                                     ===========     ===========
                                                                                                
Neuberger & Berman Equity Trust - Guardian Fund                       $5,313,923      $5,198,888
                                                                     ===========     ===========                           
                                                                                                
Fidelity Puritan Fund Incorporated - Puritan Fund                     $4,108,201      $3,803,336
                                                                     ===========     ===========                           
                                                                                                
                                                                                                
Temporary Cash Investments:                                                                     
  Fidelity Institutional Cash                                                                   
    Portfolio U.S. Treasury                                                                     
    Portfolio II #695                                   1,565,290      8,362,608       8,362,608
  Fidelity Institutional Cash                                          3,290,821       3,290,821
                                                                     -----------     -----------
                                                                     $11,653,429     $11,653,429
                                                                     ===========     ===========                           
                                                                                    
Interest Receivable                                                        -         $   543,757
                                                                     ===========     ===========
Participant Loans (Rate 6% - 8.5%)                                         -         $11,301,990
                                                                     ===========     ===========                           
Total Assets Held for Investment Purposes                           $133,528,748    $145,767,701
                                                                    ============    ============                            
                                                                                                
</TABLE>                                                 
<PAGE>
<TABLE>
<CAPTION>
                                                           
                                                           

                        GULF STATES UTILITIES COMPANY
                           EMPLOYEES' THRIFT PLAN 
              ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS
                     for the year ended December 31, 1994
                                                                                                       
                                                                       Selling or
                                                          Purchase     Redemption                   Gain/
Description of Transactions                              Price (1)      Price (1)    Cost (1)        Loss
<S>                                                      <C>           <C>           <C>                           
Purchases of U.S. Government Notes                         7,948,667                                    
                                                          17,976,029                                    
                                                           9,967,100       
                                                          18,064,527                                    
                                                          11,911,361                                    
                                                           8,339,860                                    
                                                                                                        
                                                                                                        
                                                                                                        
Aggregate purchases of U.S. Government Notes             289,200,020                                   
                                                                                                        
Redemptions of U.S. Government Notes                                    16,244,540    16,244,540       -
                                                                        17,976,029    17,976,029       -
                                                                         7,933,824     7,933,824       -
                                                                         7,948,667     7,948,667       -
                                                                         9,946,094     9,946,094       -
                                                                         9,967,100     9,967,100       -
                                                                        18,064,527    18,064,527       -
                                                                         8,367,485     8,367,485       -
                                                                        12,909,141    12,909,141       -
                                                                         8,339,860     8,339,860       -
                                                                                                             
                                                                                                             
Aggregate redemptions of U. S. Government Notes                        275,572,830   275,584,758    (11,928)
                                                                                                        
                                                                                                        
Aggregate purchases of Entergy Corporation's                                                   
   Common Stock                                            9,372,335                                    
                                                                                                        
                                                                                                             
Aggregate redemption of Entergy Corporation's                            2,539,515     2,203,322    336,193
   Common Stock                                                                                              
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
(1)  Amounts include all fees incurred in  connection with the transaction.
                                                                
</TABLE>                                                              
                                                                  

                     
<PAGE>                     
                     GULF STATES UTILITIES COMPANY
                        EMPLOYEES' THRIFT PLAN
                                   
                                   
                               SIGNATURE


      The  Plan.   Pursuant to the requirements of the  Securities  and
Exchange  Act of 1934, the Employee Benefits Committee has duly  caused
this  annual  report  to  be signed on its behalf  by  the  undersigned
hereunto duly authorized.


                                   GULF STATES UTILITIES COMPANY
                                   EMPLOYEES' THRIFT PLAN


                                   By:  /s/ William O. VanAs
                                        William O. VanAs
                                           Director of
                                        Employee Benefits


Dated:  June 26, 1995



   




               CONSENT OF INDEPENDENT ACCOUNTANTS



We   consent  to  the  incorporation  by  reference  in  the
registration statement of Gulf States Utilities  Company  on
Form  S-8  (File No. 2-76551) of our report dated  June  16,
1995,  on  our  audits of the financial statements  of  Gulf
States  Utilities  Company  Employees'  Thrift  Plan  as  of
December  31,  1994  and 1993 and for the  two  years  ended
December 31, 1994 and 1993 which report is included in  this
Annual Report on Form 11-K.


                                   /s/ Coopers & Lybrand L.L.P.

                                   COOPERS & LYBRAND L.L.P.


New Orleans, Louisiana
June 22, 1995



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