ENTERGY GULF STATES INC
11-K, 1996-06-19
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, 1995
                                   
                                  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>

                           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, 1995                  4
   
    Statement of Net Assets Available for Benefits
      With Fund Information December 31, 1994                  5
   
    Statement of Changes in Net Assets Available for
      Benefits With Fund Information- Year ended
      December 31, 1995                                        6
   
    Statement of Changes in Net Assets Available for
      Benefits With Fund Information- Year ended
      December 31, 1994                                        7
   
    Notes to Financial Statements                              8

(b) Supplemental Schedules:
   
    Item 27a - Schedule of Assets Held for Investment
      Purposes - December 31, 1995                            15
   
    Item 27d - Schedule of Reportable Transactions -
      December 31, 1995                                       16
   
    Signature                                                 17
   
   
(c) 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, 1995 and 1994, 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  Plan's
management.   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, 1995 and 1994, 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.


New Orleans, Louisiana
June 19, 1996
                               
<PAGE>
<TABLE>
<CAPTION>
                         GULF STATES UTILITIES COMPANY
                            EMPLOYEES' THRIFT PLAN
       STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
                           as of December 31, 1995
                                                                                                  
                                                                                  Fund Information
                                                                                                           Investment           
                                                      Common      Acorn    Guardian   Puritan    Savings    Contract  Participant
                                           Total       Stock      Fund       Fund      Fund       Fund        Fund       Loans
<S>                                       <C>         <C>         <C>       <C>       <C>       <C>          <C>       <C>
Assets:                                                                                                                            
  Investments:                                                                                                                     
    Cash and temporary cash investments   $757,049    $16,352     $36,760   $7,181    $11,713   $589,706     $95,300         $37
    Equity securities:                                                                                                             
      Entergy Corporation common stock,                                                                                            
        32,587 shares                      953,170    953,170                                                                   
    Mutual funds                         1,805,835              1,441,281  210,303    154,251                                   
    Fixed income securities:                                                                                                       
      U. S. Treasury and government                                                                                               
         agency securities                 348,250                                                348,250                        
     Guaranteed investment contracts       596,682                                                           596,682            
     IDS Trust Fund                        407,955                                                           407,955            
  Participant loans                      9,907,170                                                                      9,907,170
                                       ------------------------------------------------------------------------------------------
     Total investments                  14,776,111    969,522   1,478,041  217,484    165,964    937,956   1,099,937    9,907,207
                                                                                                                                   
  Contributions receivable                 111,718     15,265      43,936    8,730      5,025     16,849      21,913            
  Other receivables                         24,880      3,042       4,953    1,756        337     11,181       3,611            
                                       ------------------------------------------------------------------------------------------
     Total assets                       14,912,709    987,829   1,526,930  227,970    171,326    965,986   1,125,461    9,907,207
                                                                                                                                   
Liabilities:                                                                                                                       
  Other liabilities                         16,300      7,091       8,039                                      1,170            
                                       ------------------------------------------------------------------------------------------
Net Assets Available for Benefits      $14,896,409   $980,738  $1,518,891 $227,970   $171,326   $965,986  $1,124,291   $9,907,207
                                       ==========================================================================================
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
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, 1994
                                                                                                 
                                                                         Fund Information
                                                                                                          Investment 
                                          Common  Preferred    Acorn     Guardian   Puritan    Savings     Contract  Participant
                              Total       Stock     Stock      Fund        Fund       Fund      Fund         Fund      Loans
<S>                        <C>            <C>      <C>      <C>         <C>        <C>        <C>         <C>         <C>
Assets:                                                                                                      
  Investments:                                                                                                     
    Cash and temporary cash 
      investments          $11,653,429    $809,017          $1,098,129   $234,152   $199,962  $8,362,608    $949,561      
    Equity securities:                                                                                            
      Entergy Corporation 
        common stock, 
        975,434 shares      21,337,619  21,337,619                                                              
      Other equity 
       securities               61,236             $61,236                                                                
    Mutual funds:                                                                                              
      Acorn Fund,  
        1,745,144 units     21,220,954                      21,220,954                                                            
      Guardian Fund,  
        285,183 units        5,198,888                                  5,198,888                                        
      Puritan Fund,  
        256,809 units        3,803,336                                             3,803,336                       
   Fixed income securities:                                                                                       
      U. S. Treasury and 
        government agency 
        securities          28,743,222                                                        28,743,222               
     Guaranteed investment 
       contracts            24,717,497                                                                    24,717,497 
     IDS Trust Fund, 
       459,882 units        17,185,773                                                                    17,185,773   
  Participant loans         11,301,990                                                                               $11,301,990
                          ------------------------------------------------------------------------------------------------------
                                                                                                                       
     Total investments     145,223,944  22,146,636  61,236  22,319,083  5,433,040  4,003,298  37,105,830  42,852,831  11,301,990
                                                                                                                       
  Interest receivable          543,757       3,227               3,026        599        371     307,481     229,053 
                          ------------------------------------------------------------------------------------------------------
Net Assets Available 
  for Benefits            $145,767,701 $22,149,863 $61,236 $22,322,109 $5,433,639 $4,003,669 $37,413,311 $43,081,884 $11,301,990
                          ======================================================================================================
                                                                                                            
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, 1995
                                                                                                 
                                                                         Fund Information
                                                                                                         Investment             
                                    Common    Preferred    Acorn     Guardian     Puritan      Savings     Contract  Participant
                       Total         Stock      Stock      Fund        Fund        Fund         Fund         Fund       Loans
<S>                 <C>           <C>          <C>     <C>           <C>         <C>         <C>         <C>          <C>
Net assets available 
  for benefits -                                                                                                  
     Beginning of 
       year         $145,767,701  $22,149,863  $61,236  $22,322,109  $5,433,639  $4,003,669  $37,413,311  $43,081,884 $11,301,990
                                                                                                                       
                                                                                                                      
Increases:                                                                                                                  
  Investment income:                                                                                                 
    Dividends          1,125,986      733,976      108      115,110     140,027      61,634                    75,131            
    Interest           2,844,423      156,997               127,479      44,837      83,845    1,342,296      791,842     297,127
    Net realized and 
      unrealized appreciation                                                                                    
      of investments   3,028,480      404,930   (3,144)   1,528,159     745,275     251,331      (21,033)     122,961            
                    -------------------------------------------------------------------------------------------------------------
      Total investment 
       income          6,998,889    1,295,903   (3,036)   1,770,748     930,139     396,810    1,321,263      989,934     297,127
                    -------------------------------------------------------------------------------------------------------------
  Employee 
    contributions      2,472,239      281,916               610,947     161,862     113,419      844,439      459,656            
  Employer 
    contributions-net                                                                                                         
    of forfeitures     1,084,970      117,210               250,515      66,185      47,638      399,175      204,247            
                    -------------------------------------------------------------------------------------------------------------
      Total increases 
       (decreases)    10,556,098    1,695,029   (3,036)   2,632,210   1,158,186     557,867    2,564,877    1,653,837     297,127
                    -------------------------------------------------------------------------------------------------------------
Decreases:                                                                                                                 
 Distributions to 
  withdrawing                                                                                              
  participants        29,781,788    3,532,622   20,581    3,285,302   1,415,718   1,318,899   10,400,245    9,225,205     583,216
                    -------------------------------------------------------------------------------------------------------------
      Total decreases 29,781,788    3,532,622   20,581    3,285,302   1,415,718   1,318,899   10,400,245    9,225,205     583,216
                    -------------------------------------------------------------------------------------------------------------
Net (decrease) before 
  transfers          (19,225,691)  (1,837,593) (23,617)    (653,092)   (257,532)   (761,032)  (7,835,368)  (7,571,368)   (286,089)
                                                                                                                            
Net transfers to 
 affiliated plans   (111,645,602) (19,365,928) (37,511) (20,502,036) (5,131,388) (3,171,349) (28,981,710) (34,455,679)   
                                              
Net transfers 
  between the funds            -       34,396     (108)     351,910     183,251     100,038      369,753       69,454  (1,108,694)
                    -------------------------------------------------------------------------------------------------------------

Net (decrease)      (130,871,292) (21,169,125) (61,236) (20,803,218) (5,205,669) (3,832,343) (36,447,325) (41,957,593) (1,394,783)

Net assets 
 available for 
  benefits -                                                                                                            
      End of year    $14,896,409     $980,738       $0   $1,518,891    $227,970    $171,326     $965,986   $1,124,291  $9,907,207
                     ============================================================================================================
See Notes to Financial Statements.                                                                                        
</TABLE>                                                      
<PAGE>
<TABLE>
<CAPTION>

                        GULF STATES UTILITIES COMPANY
                           EMPLOYEES' THRIFT PLAN
STATEMENT OF CHANGE 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
                        Total        Stock     Stock       Fund         Fund        Fund       Fund          Fund         Loans
<S>                 <C>           <C>          <C>      <C>          <C>         <C>        <C>           <C>          <C>   
Net assets 
 available for 
 benefits -                                                                                                                    
  Beginning of 
    year            $165,752,188  $36,074,196  $90,009  $22,268,525  $3,704,628  $2,811,066 $43,329,646   $44,937,661  $12,536,457
                                                                                        
                                                                                                                       
Increases:                                                                                                            
  Investment income:                                                                                      
    Dividends          3,315,183    1,709,764    5,678    1,159,107     123,558     317,076                                     
    Interest           5,188,552       18,456                16,723       6,636       4,852   1,541,584     2,819,947      780,354
    Net realized and 
     unrealized appreciation
     of investments  (17,562,834) (13,666,706)  (6,362)  (3,545,207)   (136,991)   (279,583)      8,353        63,662     
                    --------------------------------------------------------------------------------------------------------------
      Total investment 
        income        (9,059,099) (11,938,486)    (684)  (2,369,377)     (6,797)     42,345   1,549,937     2,883,609      780,354
                    --------------------------------------------------------------------------------------------------------------
  Employee 
    contributions      9,482,491    1,148,338             2,201,995     655,671     464,337   2,547,609     2,464,541             
  Employer 
   contributions-net                                                                                                    
   of forfeitures      3,902,032      473,505               831,502     251,619     186,192   1,179,552       979,662   
                    --------------------------------------------------------------------------------------------------------------
      Total increases 
        (decreases)    4,325,424  (10,316,643)    (684)     664,120     900,493     692,874   5,277,098     6,327,812      780,354
                    --------------------------------------------------------------------------------------------------------------
                                                                                                                         
Decreases:                                                                                                                   
 Distributions to 
  withdrawing                                                                                              
   participants       24,309,911    3,514,300    6,061    3,436,124     473,855     542,022    9,269,807    6,444,499      623,243
                    --------------------------------------------------------------------------------------------------------------
    Total decreases   24,309,911    3,514,300    6,061    3,436,124     473,855     542,022    9,269,807    6,444,499      623,243
                    --------------------------------------------------------------------------------------------------------------
Net (decrease) 
  before transfers   (19,984,487) (13,830,943)  (6,745)  (2,772,004)    426,638     150,852   (3,992,709)    (116,687)     157,111
                                                      
                                                                                                                            
Net transfers between 
  the funds                    -      (93,390) (22,028)   2,825,588   1,302,373   1,041,751   (1,923,626)  (1,739,090)  (1,391,578)
                    --------------------------------------------------------------------------------------------------------------
Net assets available 
  for benefits -                                                                                                          
      End of year   $145,767,701  $22,149,863  $61,236  $22,322,109  $5,433,639  $4,003,669  $37,413,311  $43,081,884  $11,301,990
                    ==============================================================================================================
                                                                                                                
                                                                                                                      
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 Statement of  Net
   Assets  Available for Benefits and the Statement of Changes  in  Net
   Assets  Available  for  Benefits for Gulf States  Utilities  Company
   Employees' Thrift Plan (Plan).
   
   Benefits  payable for terminations and withdrawals are  included  in
   net  assets  available for benefits and are charged  to  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,  1995  and 1994, and the net increase  in  net  assets
   available for benefits for each of the years differ from that to  be
   reported in the Form 5500 as follows:
   
                                          Net Assets Available
                                              for Benefits
                                               
                                           1995            1994

        As reported herein             $14,896,409     $145,767,701
        Accrued benefits payable           (16,300)      (5,009,619)
                                       -----------     ------------
        To be reported in Form 5500    $14,880,109     $140,758,082
                                       ===========     ============
                                     
                                     
                                       Net Decrease in Net Assets
                                         Available for Benefits
                                                                     
                                          1995            1994        
                                                                     
        As reported herein           ($130,871,292)    ($19,984,487)  
        Accrued benefits payable         4,993,319       (4,755,423) 
                                     -------------     ------------
        To be reported in Form 5500  $(125,877,973)    $(24,739,910)  
                                     =============     ============
   
   Interest and Dividend Income:   Interest  income is recorded  on the 
   accrual basis.  Dividends are recorded on the ex-dividend date.

   Investments:   Cash   equivalents  are   valued   at   cost,   which
   approximates  fair value.  Investments in equity  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.
   
   The  values  of guaranteed investment contracts (GICs) are  recorded
   at  contract  value, which approximates fair value.  Contract  value
   represents  amounts  invested under the GICs, plus  interest  earned
   and  reinvested  through the valuation date at the contracted  rate.
   Listed below are the investment contracts as of December 31, 1995:
                                                    
                                                        Contract
                                            Interest      Value
                                            --------    --------
        Provident National Assur. Co.         9.02%      $64,087
        State Mutual Life Assurance           5.42%      111,312
        Continental Assurance Company         5.72%      113,011
        The Principal Financial Group         7.50%      198,501
        Provident Life & Accident Insurance   5.53%      109,771
                                                         -------
                                                         596,682
                                                         =======
   
   The  carrying  value  of  loans  to participants  approximates  fair
   value.
   
   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,  except  for  the
   Savings  Fund  which are paid from plan assets.  The  Plan  reserves
   the  right  to  have future administrative expenses  for  the  other
   funds to be paid from the Plan's assets.
   
   Purchases  and sales of securities are accounted for  on  the  trade
   date.
   
   Tax   status:  The  Internal  Revenue  Service  issued  a  favorable
   determination  letter  on  June 19,  1995,  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. Accordingly, no provisions for  federal
   income   taxes   have  been  made  in  the  accompanying   financial
   statements.
   
   Use  of  estimates in the preparation of financial statements:   The
   preparation  of  the Plan financial statements, in  conformity  with
   generally  accepted  accounting principles, requires  management  to
   make  estimates and assumptions that affect reported amounts on  the
   Statement  of  Net Assets Available for Benefits as of December  31,
   1995  and 1994, and the reported amounts on the Statement of Changes
   in  Net  Assets Available for Benefits during fiscal years 1995  and
   1994.   Adjustments to the reported amounts may be necessary in  the  
   future to  the  extent  that  future estimates or actual results are 
   different from the estimates used in 1995 Plan 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,  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 GICs which are subject to  credit  risk  with
   respect to the 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 Entergy  Gulf
   States,  Inc.  (Entergy Gulf States, formerly Gulf  State  Utilities
   Company)  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 active  River  Bend  Steam
   Electric  Generating  Station (River Bend) bargaining  employees  of
   Entergy  Operations, Inc. as of October 31, 1995 who have  completed
   one  year  of service and 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 Hibernia National Bank of New Orleans as Trustee
   for  the  Plan.   Participants  may  elect  to  contribute,  through
   payroll  deductions,  two  to  six  percent  of  their  base  salary
   (basic).  Entergy  Gulf States 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
   two  to  ten 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 1995 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
   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 and  $9.75 Dividend Preferred Stocks;  
   consequently, no  employees  are  making  contributions  under  this  
   option.  In 1995, the  remaining  balances  in  the  Preferred Stock 
   fund were  transfered or withdrawn.

   Participants  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: Entergy Gulf States $4.4O Preferred Stock  and
        Entergy  Gulf States $9.75 Preferred Stock - the Plan  was
        amended  to  eliminate  this investment  option  effective
        December  15,  1977.  However, balances were  retained  as
        assets available for benefits through December 31, 1994.
        
        Options  C:  Savings Fund - funds are invested in  savings
        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 - The funds are invested in common 
        stocks  of small and medium  sized  companies,  including
        international companies.
        
        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,  1995, the Plan had the  following  number  of
   participants in each investment option:
                                               Number of
                                              Participants

         Option A: Common Stock                   106
         Option B: Preferred Stock                  0
         Option C: Savings                        109
         Option D: Investment Contract Fund       122
         Option E: Acorn Fund                     149
         Option F: Puritan Fund                    42
         Option G: Guardian Fund                   55
   
   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 ten percent 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 ten percent 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 number of units and net asset value  per
   unit  for the Common Stock Fund, Preferred Stock Fund, Savings Fund,
   Investment  Contract Fund, Acorn Fund, Guardian  Fund,  and  Puritan
   Fund as of December 31, 1995 were as follows:
   
                                      1995
       Common Stock Fund:
       Number of units                32,587
       Net Asset Value per unit       $29.25
       
       Savings Fund:
       Number of units               863,356
       Net Asset Value per unit        $1.09
   
       Investment Contract Fund:
       Number of units             1,015,379
       Net Asset Value per unit        $1.08
       
       Acorn Fund:
       Number of units             1,203,618
       Net Asset Value per unit        $1.23
       
       Puritan Fund:
       Number of units               137,688
       Net Asset Value per unit        $1.21
       
       Guardian Fund:
       Number of units               169,839
       Net Asset Value per unit        $1.28
       
   At  December 31, 1995, the Plan disclosed net asset value per  unit.
   At December 31, 1994, the Plan disclosed net asset value per share.
       
                                     1994
       Common Stock Fund:
       Number of shares              975,434
       Net Asset Value per share      $21.88
   
       Preferred Stock Fund:
       Number of shares                  712
       Net Asset Value per share -
       $4.40 Dividend Series          $56.00
       Number of shares                  218
       Net Asset Value per share -
       $9.75 Dividend Series          $98.00
       
       Acorn Fund:
       Number of shares            1,745,144
       Net Asset Value per share      $12.16
       
       Puritan Fund:
       Number of shares              256,809
       Net Asset Value per share      $14.81
       
       Guardian Fund:
       Number of shares              285,183
       Net Asset Value per share      $18.23
       
   
   Inactive  accounts:  There are no amounts allocated to  accounts  of
   Plan  participants  who  have withdrawn from  participation  in  the
   Plan, but for which disbursements of those funds from the Plan  have
   not yet been made.
   
   Other:    The   following  represents  investments  in   excess   of
   five  percent  of  the  current value of net  assets  available  for
   benefits as of December 31, 1995:

   Investment                 December 31,1995
   
   Entergy Common Stock         $  953,170
   Acorn Investment Trust       $1,441,281
   Participant Loans            $9,907,170

3.  Entergy Corporation/Gulf States Utilities Company Merger
   
   On  May  5,  1994,  the  Board of Directors of  Entergy  Corporation
   (Board)  approved  the combination of the Savings  Plan  of  Entergy
   Corporation  and Subsidiaries (Entergy Savings Plan) and  the  Plan.
   This  combination was approved by the Entergy Gulf States  Board  of
   Directors on May 23, 1994.
   
   On  January  1, 1995, the non-bargaining employees of  Entergy  Gulf
   States  began making new contributions to the Entergy Savings  Plan.
   In   April   1995,  the  non-bargaining  employees'   and   inactive
   participants' assets were transferred from the Plan to  the  Entergy
   Savings  Plan.   Bargaining unit employees, other  than  River  Bend
   bargaining employees, joined the Entergy Savings Plan on October  1,
   1995  and their assets were transferred in October 1995.  The  River
   Bend bargaining employees elected  to  remain  in  the  Plan. During
   1995, the Plan transferred $71,777,638 in  cash  and  $39,867,964 in 
   securities to the Entergy Savings Plan.
   
<PAGE>  
<TABLE>
<CAPTION>
  
                        GULF STATES UTILITIES COMPANY
                           EMPLOYEES' THRIFT PLAN
      ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                          as of December 31, 1995
                                                                                           
                                                    Par/Maturity                           
Description of Investment                                Value             Cost        Current Value
<S>                                                 <C>                 <C>           <C> 
Entergy Corporation Common Stock                    $.01 par value        $738,475       $953,170
                                                                                                 
Investment Contracts:                                                                            
Provident National Assur. Co.                                                                    
   GIC #027-04834                                                          $64,087        $64,087
State Mutual Life Assurance                                                                      
   GA-920-30-ADUE 9/30/97                                                  111,312        111,312
Continental Assurance Company                                                                    
   Group Number GP 12825                                                   113,011        113,011
The Principal Financial Group                                                                    
   Contract Number 4-03226-01                                              198,501        198,501
Provident Life & Accident Insurance                                                              
   Company of Chattanooga , TN.                                            109,771        109,771
                                                                          --------     ----------
                                                                           596,682        596,682
                                                                                                 
IDS Trust Fund                                                             399,307        407,955
                                                                          --------     ----------
                                                                          $995,989     $1,004,637
                                                                          ========     ==========
Government Notes and Securities:                                                                 
   U.S. Treasury Bills                                                                           
      Oblig. Note 4.375%, due 8/15/96                       $350,000      $345,187       $348,250
                                                                        ==========     ==========
Acorn Investment Trust - Acorn Fund                                     $1,245,287     $1,441,281
                                                                        ==========     ==========
Neuberger & Berman Equity Trust - Guardian Fund                           $217,989       $210,303
                                                                        ==========     ==========
Fidelity Puritan Fund Incorporated - Puritan Fund                         $151,944       $154,251
                                                                        ==========     ==========
Cash and temporary cash investments                                       $757,049       $757,049
                                                                        ==========     ==========
Participant Loans (Rate 6% - 8.5%)                                      $        -     $9,907,170
                                                                        ==========     ==========
                                                                                                 
Total Assets Held for Investment Purposes                               $4,451,920    $14,776,111
                                                                        ==========    =========== 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        GULF STATES UTILITIES COMPANY
                           EMPLOYEES' THRIFT PLAN
              ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS
                    for the year ended December 31, 1995
                                                                      
                                                              Selling or                         
                                   Number of      Purchase     Redemption                  Gain/
Description of Transactions       Transactions    Price (1)    Price (1)      Cost (1)     Loss
<S>                                  <C>         <C>          <C>           <C>          <C>
Purchase Transactions                                                                       
                                                                                            
Fidelity U.S.                                                                               
Treasury Portfolio II, B             191         $19,133,798                                
                                                                                            
U.S. Treasury Bills - Aggregate        9         $10,136,984                                
                                                                                            
                                                                                            
Selling Transactions                                                                        
                                                                                            
Fidelity U.S.                                                                               
Treasury Portfolio II, B             104                      $17,658,299   $17,658,299      -
                                                                                            
U.S. Treasury Bill - Due 3-23-95       1                      $20,780,675   $20,780,675      -
                                                                                            
U.S. Treasury Bills - Aggregate       13                      $15,685,149   $15,527,206  $157,943
                                                                                            
U.S. Treasury Notes - Aggregate       10                      $12,854,250   $12,784,043   $70,207
                                                                                            


(1)  Amounts include all fees incurred in connection with the transaction
     
</TABLE>                                    

                               
<PAGE>                               

                               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 19, 1996
<PAGE>
               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 19, 1996, on our audits of  the
financial  statements and supplemental schedules of  Gulf  States
Utilities   Company  Employees'  Thrift  Plan  as   of   December
31,  1995 and 1994 and for the two years ended December 31,  1995
which report is included in this Annual Report on Form 11-K.





New Orleans, Louisiana
June 19, 1996


   



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