ENTERGY CORP /DE/
U5S/A, 1995-04-19
ELECTRIC SERVICES
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             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D. C.  20549
                              
                              
                         FORM U5S/A
                              
                              
                        ANNUAL REPORT     
                              
            For the Year Ended December 31, 1993
                                          
                              
                    Filed Pursuant to the
         Public Utility Holding Company Act of 1935
                              
                             by
                              
                     ENTERGY CORPORATION
                      639 Loyola Avenue
                New Orleans, Louisiana 70113
                              
<PAGE>

   The  attached audited financial statements are being filed by
this  amendment to Entergy Corporation's U5S for the year  ended
December 31, 1993, pursuant to commitments to do so made to  the
Commission Staff during the audit visit with respect to  Entergy
Services, Inc.

<PAGE>

Entergy Power Development Corporation

Consolidated Financial Statements for the
Years Ended December 31, 1993 and 1992
and Independent Auditors' Report

<PAGE>

                              
     ENTERGY POWER DEVELOPMENT CORPORATION AND SUBSIDIARY
               CONSOLIDATED FINANCIAL STATMENTS
                      TABLE OF CONTENTS


DESCRIPTION                                        PAGE NO.


 Independent Auditors' Report                         1
 
 Consolidated Balance Sheets                          2
 
 Consolidated Statements of Income                    3
 
 Consolidated Statements of Retained Earnings         4
 
 Consolidated Statements of Cash Flows                5
 
 Notes to Consolidated Financial Statements         6 - 7


<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Shareholder of Entergy Power Development Corporation

We have audited the accompanying consolidated balance sheets
of  Entergy Power Development Corporation as of December 31,
1993  and  1992, and the related consolidated statements  of
income, retained earnings, and cash flows for the years then
ended.  These financial statements are the responsibility of
the  Company'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, such financial statements present fairly, in
all material respects, the financial position of the Company
at  December  31,  1993 and 1992, and  the  results  of  its
operations  and its cash flows for the years then  ended  in
conformity with generally accepted accounting principles.

As  discussed in Note 1 an equity investee of the Company is
currently  involved in negotiations to amend a  power  sales
contract  under which it may be in default.  It is uncertain
what  impact  any  potential  amendment  will  have  on  the
Company's ability to recover its investment.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
December 6, 1994


<PAGE>                              

        ENTERGY POWER DEVELOPMENT CORPORATION AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEETS
                  AT DECEMBER 31, 1993 AND 1992
                                                                            
                                                                     
ASSETS                                             1993            1992
                                                                     
INVESTMENTS:                                                         
Investment in Richmond Power                                         
   Enterprises LP                              $11,755,000      $12,500,000
                                               -----------      -----------  
                 
                                                                     
CURRENT ASSETS:                                                            
Cash                                               181,203       12,500,000
Temporary cash investments                      12,869,560                -
                                               -----------      -----------
   Total cash and cash                                                     
         equivalents                            13,050,763       12,500,000
Accounts receivable:                                                       
    Associated companies                             5,000                -
    Other                                               96                -
Interest receivable                                  3,002                -
Prepaid taxes                                      578,922                -
                                               -----------      -----------
Total                                           13,637,783       12,500,000
                                               -----------      -----------
                            
DEFERRED DEBITS:                                                           
Organizational costs                               539,448          712,128
                                               -----------      -----------
                            
Total                                          $25,932,231      $25,712,128
                                               ===========      ===========
                
                                                                     
LIABILITIES AND CAPITALIZATION                                       
                                                                           
CAPITALIZATION :                                                           
Common stock, no par value,                                                
   25,000 shares issued and                                                
   outstanding                                 $25,000,000      $25,000,000
Retained earnings                                  465,912                -
                                               -----------      -----------
Total                                           25,465,912       25,000,000
                                               -----------      -----------
                            
CURRENT LIABILITIES:                                                       
Accounts payable:                                                           
    Associated companies                            86,976           10,035
    Other                                           75,809          702,093
                                               -----------      -----------
Total                                              162,785          712,128
                                               -----------      -----------
                            
DEFERRED CREDITS:                                                          
Accumulated deferred income taxes                  303,534                -
                                               -----------      -----------
                             
Total                                          $25,932,231      $25,712,128
                                               ===========      =========== 
                        
         
See Notes to Consolidated Financial Statements

<PAGE>              

      ENTERGY POWER DEVELOPMENT CORPORATION AND SUBSIDIARY
               CONSOLIDATED STATEMENTS  OF INCOME
          FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
                                                                            
                                                   1993            1992
                                                                            
REVENUES:                                                                   
Equity in Earnings of Richmond Power                                        
    Enterprises, LP                             $1,010,000      $         -
Interest income                                    407,444                -
                                                ----------      -----------
                                                                            
Total                                            1,417,444                -
                                                ----------      -----------
                           
EXPENSES:                                                                   
Amortization                                       639,868                -
Outside services                                    14,087                -
Taxes other than income                                500                -
Administrative and general                             449                -
                                                ----------      ----------- 
                           
Total                                              654,904                -
                                                ----------      -----------
                           
INCOME BEFORE INCOME TAXES                         762,540                -
                                                ----------      -----------
                            
Income taxes- federal                                1,182                -
Income taxes- state                                 (8,088)               -
Deferred income taxes- federal                     249,694                -
Deferred income taxes- state                        53,840                -
                                                ----------      -----------
Total                                              296,628                -
                                                ----------      ----------- 
                            
NET INCOME                                        $465,912      $         -
                                                ==========      ===========
                            
         
See Notes to Consolidated Financial Statements
                                                                            
<PAGE>     


       ENTERGY POWER DEVELOPMENT CORPORATION AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
           FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
                                                                            
                                                                            
                                                   1993            1992
                                                                     
Retained Earnings, January 1                             -      $         -
                                                                            
Add:  Net Income                                  $465,912                -
                                                ----------      -----------
                           
Retained Earnings,  December 31                   $465,912      $         -
                                                ==========      =========== 
                           
See Notes to Consolidated Financial Statements

<PAGE>
                                                                            
        ENTERGY POWER DEVELOPMENT CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
                                                                            
                                                                            
                                                   1993            1992
                                                                     
OPERATING ACTIVITIES:                                                
Net Income                                        $465,912      $         -
Noncash items included in net income:                                       
     Equity in earnings of unconsolidated                                   
       subsidiary                               (1,010,000)               -
     Amortization                                  639,868                -
     Deferred income taxes                         303,534                -
Changes in working capital:                                                 
     Receivables                                    (5,096)               -
     Accounts payable                             (549,343)        $712,128
     Prepaid taxes                                (578,922)               -
     Other current assets                           (3,002)               -
Net cash flow provided (used) by operating      ----------      -----------
                          
     activities                                   (737,049)         712,128
                                                ----------      -----------
                                                                            
INVESTING ACTIVITIES:                                                       
Investment returned                              1,250,000                -
Investment in nonregulated properties                    -      (12,500,000)
Organizational costs                                37,812         (712,128)
Net cash flow provided (used) by investing      ----------      -----------
                           
     activities                                  1,287,812      (13,212,128)
                                                ----------      ----------- 
                          
FINANCING ACTIVITIES:                                                       
Issuance of common stock                                 -       25,000,000
                                                ----------      -----------
                              
Net increase in cash and cash equivalents          550,763       12,500,000
Cash and cash equivalents at beginning                                      
     of year                                    12,500,000                -
                                               -----------      -----------
Cash and cash equivalents at end of year       $13,050,763      $12,500,000
                                               ===========      =========== 
                            
                                               
Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:                                            
     Income taxes                                 $572,016                -
                                                                            
                                                                            
See Notes to Consolidated Financial Statements

<PAGE>     

    ENTERGY POWER DEVELOPMENT CORPORATION AND SUBSIDIARY
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Organization

   Entergy Power Development Corporation (the Company)  is
   a   wholly  owned  subsidiary  of  Entergy  Corporation
   (Entergy)  chartered in 1992.  The Company was  created
   as  an Exempt Wholesale Generator (EWG) holding company
   under the provisions of the Energy Act, and through its
   subsidiary  (which  is also an EWG),  Entergy  Richmond
   Power  Corporation,  owns a 50%  interest  in  Richmond
   Power Enterprises LP (RPELP), which owns a 250-MW  gas-
   fired,   combined-cycle  independent  power  plant   in
   Richmond, Virginia. RPELP is jointly-owned and operated
   by   the  Enron  Power  Corporation,  a  developer   of
   independent  power  projects.  RPELP  has   a   25-year
   contract  to sell electricity to Virginia Electric  and
   Power  Company. The Company's investment  in  RPELP  is
   recorded  on the equity basis. Entergy Corporation  has
   been  notified by Enron that the facility did not  meet
   the   FERC   efficiency  test  to  maintain  qualifying
   facility status as required by the contract with VEPCO.
   Enron has indicated that the facility has met the  test
   in  1994.  The failure to meet the test prior  to  1994
   could  result  in a potential default under  the  VEPCO
   contract.  However, Entergy Richmond Power Corporation,
   Enron, and VEPCO are currently involved in negotiations
   to amend the contract to resolve this issue.
   
   Summarized  financial information of RPELP  during  the
   periods   of   Entergy  Richmond  Power   Corporation's
   investment is as follows:
   
                                        1993         1992
                                         (In Thousands)
                                                    
     Net plant                         $124,212     $127,670
     Current and other assets          $ 18,873     $ 16,864
     Long term debt                    $127,901     $133,718
     Current and other liabilities     $ 13,902     $  8,938
     Revenues                          $ 36,823            -
     Net Income                        $  1,945            -
   
   Depreciation and Amortization
   
   Depreciation of RPELP's power plant is computed on  the
   straight-line  method over the estimated  useful  life.
   Excess  of  purchase  price  over  book  value  of  the
   Company's investment in RPELP ($11,114,000 at  December
   31, 1993) is being amortized over  a 23 year period.
   
   Cash and Cash Equivalents
   
   All   unrestricted   highly  liquid  debt   instruments
   purchased with an original maturity of three months  or
   less are considered to be cash equivalents.
   
   
NOTE 2. INCOME TAXES

Effective  January 1, 1993, the Company adopted  Statement
of  Financial  Accounting Standard (SFAS) 109.   This  new
standard  requires that deferred income taxes be  recorded
for all temporary differences and carry forwards, and that
deferred tax balances be based on enacted tax laws at  tax
rates that are expected to be in effect when the temporary
differences  reverse.   Since the Company  was  formed  in
December  1992,  there  is  no cumulative  effect  of  the
adoption of SFAS 109.

The  Company  joins  its  parent  and  the  other  Entergy
subsidiaries in filing a consolidated Federal  income  tax
return.  Income taxes (or benefits) are allocated  to  the
Company  in proportion to its contribution to consolidated
taxable  income.   There  are  temporary  differences   in
reporting  certain  items  for  financial  statement   and
Federal income tax purposes.  The principal differences
relate  to  the  period of depreciation  of  the  cost  of
RPELP's  power  plant and the accounting for  organization
expenses.   Deferred income taxes are provided  for  these
temporary differences.


The Company files a consolidated Arkansas state income tax
return with certain other Entergy subsidiaries.

NOTE 3. COMMON STOCK

The  Company  is  authorized, by  its  Charter,  to  issue
100,000  shares  of its common stock.   During  1992,  the
Company  sold 25,000 shares of its common stock to Entergy
at  $1,000 per share.  The proceeds of this sale were used
primarily  to  fund the Company's investment  in  Richmond
Power Enterprises LP.

NOTE 4. SUBSEQUENT EVENT (Unaudited)

In August 1994 the Company invested $50 million in Entergy
Pakistan,  which in turn invested $50 million  for  a  10%
interest  in  the Hub River Company, which is constructing
an electric generating station near Karachi, Pakistan.

<PAGE>

Entergy Richmond Power Corporation

Financial Statements for the Years
Ended December 31, 1993 and 1992
and Independent Auditors' Report

<PAGE>                  

                  ENTERGY RICHMOND POWER CORPORATION
                     NOTES TO FINANCIAL STATEMENTS  
                           TABLE OF CONTENTS



DESCRIPTION                                        PAGE NO.


 Independent Auditors' Report                         1
 
 Balance Sheets                                       2
 
 Statements of Income                                 3
 
 Statements of Retained Earnings                      4
 
 Statements of Cash Flows                             5
 
 Notes to Financial Statements                      6 - 7

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Shareholder of Entergy Richmond Power Corporation

We  have  audited the accompanying balance sheets of Entergy
Richmond Power Corporation as of December 31, 1993 and 1992,
and the related statements of income, retained earnings, and
cash  flows  for  the  years then  ended.   These  financial
statements   are   the  responsibility  of   the   Company'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, such financial statements present fairly, in
all material respects, the financial position of the Company
at  December  31,  1993 and 1992, and  the  results  of  its
operations  and its cash flows for the years then  ended  in
conformity with generally accepted accounting principles.

As  discussed in Note 1 an equity investee of the Company is
currently  involved in negotiations to amend a  power  sales
contract  under which it may be in default.  It is uncertain
what  impact  any  potential  amendment  will  have  on  the
Company's ability to recover its investment.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
December 6, 1994


<PAGE>

               ENTERGY RICHMOND POWER CORPORATION
                       BALANCE SHEETS
                AT DECEMBER 31, 1993 AND 1992
                                                                            
                                                                     
ASSETS                                             1993            1992
                                                                     
INVESTMENTS:                                                         
Investment in Richmond Power                                         
   Enterprises LP                              $11,755,000    $12,500,000
                                               -----------    ----------- 
                     
                                                                     
CURRENT ASSETS:                                                          
Cash                                                 1,105      1,000,000
Temporary cash investments                       1,137,935              -
                                               -----------    -----------
   Total cash and cash                                                   
         equivalents                             1,139,040      1,000,000
Accounts receivable:                                                     
    Associated companies                            95,000              -
    Other                                               96              -
Prepaid taxes                                      666,785              -
Interest receivable                                  3,002              -
                                               -----------    -----------
Total                                            1,903,923      1,000,000
                                               -----------    -----------  
                        
DEFERRED DEBITS                                                          
Organizational costs                               522,990        676,925
                                               -----------    -----------  
                        
Total                                          $14,181,913    $14,176,925
                                               ===========    =========== 
                
                                                                     
LIABILITIES AND CAPITALIZATION                                       
                                                                         
CAPITALIZATION :                                                         
Common stock, no par value                                               
   13,500 shares issued and                                              
   outstanding                                 $13,500,000    $13,500,000
Retained earnings                                  236,863              -
                                               -----------    -----------
Total                                           13,736,863     13,500,000
                                               -----------    -----------  
                        
CURRENT LIABILITIES:                                                     
Accounts payable:                                                         
    Associated companies                            86,281              -
    Other                                           55,235        676,925
                                               -----------    -----------
Total                                              141,516        676,925
                                               -----------    -----------
                          
DEFERRED CREDITS:                                                        
Accumulated deferred income taxes                  303,534              -
                                               -----------    -----------
                          
Total                                          $14,181,913    $14,176,925
                                               ===========    ===========
                             
See Notes to  Financial Statements
                                                                            
<PAGE>                                                                      
                                                                            
                                                                            
                ENTERGY RICHMOND POWER CORPORATION
                     STATEMENTS  OF INCOME
           FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
                                                                            
                                                   1993            1992
                                                                            
REVENUES:                                                                   
Equity in Earnings of Richmond Power                                        
   Enterprises, LP                              $1,010,000    $         -
Interest income                                     27,732              -
                                               -----------    -----------
                         
Total                                            1,037,732              -
                                               -----------    -----------
                          
EXPENSES:                                                                
Amortization                                       635,752              -
Outside services                                    14,087              -
Taxes other than income                                198              -
Administrative and general                              30              -
                                               -----------    -----------
                          
Total                                              650,067              -
                                               -----------    -----------
                           
INCOME BEFORE INCOME TAXES                         387,665              -
                                               -----------    -----------
                          
Income taxes- Federal                             (122,152)             -
Income taxes- state                                (30,580)             -
Deferred income taxes- federal                     249,694              -
Deferred income taxes- state                        53,840              -
                                               -----------    -----------
                          
Total                                              150,802              -
                                               -----------    -----------
                          
NET INCOME                                        $236,863    $         -
                                               ===========    ===========
                             
See Notes to  Financial Statements
                                                                            
                                                                            
<PAGE>                                                                      
                                                                            
                                                                            
               ENTERGY RICHMOND POWER CORPORATION
                STATEMENTS OF RETAINED EARNINGS
         FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
                                                                            
                                                                            
                                                   1993            1992
                                                                     
Retained Earnings, January 1                             -    $         -
                                                                         
Add:  Net Income                                  $236,863              -
                                               -----------    -----------
                          
Retained Earnings,  December 31                   $236,863    $         -
                                               ===========    ===========
                             
See Notes to  Financial Statements
                                                                            
<PAGE>                                                                      
                                                                            
                                                                            
               ENTERGY RICHMOND POWER CORPORATION
                  STATEMENTS OF CASH FLOWS
         FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
                                                                            
                                                                            
                                                   1993            1992
                                                                     
OPERATING ACTIVITIES:                                                
Net Income                                        $236,863    $         -
Noncash items included in net income:                                    
     Equity in earnings of unconsolidated                                
       subsidiary                               (1,010,000)             -
     Amortization                                  635,752              -
     Deferred income taxes                         303,534              -
Changes in working capital:                                              
     Receivables                                   (95,096)             -
     Accounts payable                             (535,409)      $676,925
     Prepaid taxes                                (666,785)             -
     Other current assets                           (3,002)             -
Net cash flow provided by operating                                      
                                               -----------    -----------
     activities                                 (1,134,143)       676,925
                                               -----------    -----------
                          
INVESTING ACTIVITIES:                                                    
Investment returned                              1,250,000              -
Investment in nonregulated properties                    -    (12,500,000)
Organizational costs                                23,183       (676,925)
                                               -----------    -----------
Net cash flow provided (used) by investing                               
     activities                                  1,273,183    (13,176,925)
                                               -----------    ----------- 
                         
FINANCING ACTIVITIES:                                                    
Issuance of common stock                                 -     13,500,000
                                               -----------    -----------
                          
Net increase in cash and cash equivalents          139,040      1,000,000
Cash and cash equivalents at beginning                                   
     of year                                     1,000,000              -
                                               -----------    -----------
Cash and cash equivalents at end of year        $1,139,040     $1,000,000
                                               ===========     ==========
                             
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:                                            
     Income taxes                                 $514,053              -
                                                                            
See Notes to  Financial Statements
                                                                            
<PAGE>                                                                      
                                                                            
             ENTERGY RICHMOND POWER CORPORATION
                NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Organization

   Entergy  Richmond Power Corporation (the Company) is an  indirect
   wholly   owned   subsidiary  of  Entergy  Corporation   (Entergy)
   chartered  in  1992.  The Company, an Exempt Wholesale  Generator
   (EWG),   owns  a  50% interest in Richmond Power  Enterprises  LP
   (RPELP),   which   owns   a   250-MW  gas-fired,   combined-cycle
   independent power plant in Richmond, Virginia.  RPELP is jointly-
   owned and operated by the Enron Power Corporation, a developer of
   independent power projects.  RPELP has a 25-year contract to sell
   electricity to Virginia Electric and Power Company. The Company's
   investment  in  RPELP  is recorded on the equity  basis.  Entergy
   Corporation has been notified by Enron that the facility did  not
   meet  the  FERC  efficiency test to maintain qualifying  facility
   status  as  required  by  the  contract  with  VEPCO.  Enron  has
   indicated that the facility has met the test in 1994. The failure
   to  meet  the  test  prior to 1994 could result  in  a  potential
   default  under  the VEPCO contract. However, the Company,  Enron,
   and  VEPCO  are currently involved in negotiations to  amend  the
   contract to resolve this issue.
   
   Summarized  financial information of RPELP during the periods  of
   the Company's investment is as follows:
   
                                           1993        1992
                                            (In Thousands)
                                                      
     Net plant                            $124,212    $127,670
     Current and other assets             $ 18,873    $ 16,864
     Long term debt                       $127,901    $133,718
     Current and other liabilities        $ 13,902    $  8,938
     Revenues                             $ 36,823          -
     Net Income                           $  1,945          -
   

   Depreciation and Amortization
   
   Depreciation of RPELP's power plant is computed on the  straight-
   line  method  over the estimated useful life. Excess of  purchase
   price  over  book  value  of the Company's  investment  in  RPELP
   ($11,114,000 at December 31, 1993) is being amortized over  a  23
   year period.
   
   Cash and Cash Equivalents
   
   All unrestricted highly liquid debt instruments purchased with an
   original  maturity of three months or less are considered  to  be
   cash equivalents.
   
   
NOTE 2. INCOME TAXES

Effective  January  1,  1993,  the  Company  adopted  Statement   of
Financial  Accounting  Standard  (SFAS)  109.   This  new   standard
requires  that  deferred income taxes be recorded for all  temporary
differences  and carry forwards, and that deferred tax  balances  be
based  on enacted tax laws at tax rates that are expected to  be  in
effect  when  the temporary differences reverse.  Since the  Company
was  formed in December 1992, there is no cumulative effect  of  the
adoption of SFAS 109.

The  Company joins its parent and the other Entergy subsidiaries  in
filing  a consolidated Federal income tax return.  Income taxes  (or
benefits)  are allocated to Entergy Richmond Power in proportion  to
its   contribution  to  consolidated  taxable  income.   There   are
temporary  differences  in  reporting certain  items  for  financial
statement   and   Federal  income  tax  purposes.    The   principal
differences  relate to the period of depreciation  of  the  cost  of
RPELP's  power  plant and the accounting for organization  expenses.
Deferred income taxes are provided for these temporary differences.


NOTE 3. COMMON STOCK

The Company is authorized, by its Charter, to issue 25,000 shares of
its  common stock.  During 1992, the Company sold 13,500  shares  of
its common stock to Entergy Power Development Corporation at $ 1,000
per  share.  The proceeds of this sale were used primarily  to  fund
the Company's investment in RPELP.


<PAGE>

Entergy Transener S.A.

Financial Statements for the Year
Ended December 31, 1993 and
Independent Auditors' Report


<PAGE>                     
                     
                     ENTERGY TRANSENER S.A.
                      FINANCIAL STATEMENTS
                       TABLE OF CONTENTS



DESCRIPTION                                        PAGE NO.


 Independent Auditors' Report                         1
 
 Balance Sheet                                        2
 
 Income Statement                                     3
 
 Statement of Retained Earnings                       3
 
 Statement of Cash Flows                              4
 
 Notes to Financial Statements                      5 - 6
 

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Shareholder of Entergy Transener S.A.

We  have  audited the accompanying balance sheet of  Entergy
Transener  S.A.  as of December 31, 1993,  and  the  related
statements of income, retained earnings, and cash flows  for
the  year  then ended.  These financial statements  are  the
responsibility    of   the   Company's   management.     Our
responsibility  is to express an opinion on these  financial
statements based on our audits.

We conducted our audit 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 audit  provides
a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in
all material respects, the financial position of the Company
at  December 31, 1993, and the results of its operations and
its  cash  flows for the year then ended in conformity  with
generally accepted accounting principles.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
December 6, 1994



<PAGE>
                            
                             ENTERGY TRANSENER S.A.
                                  BALANCE SHEET
                              AT DECEMBER 31, 1993

                                                                
                                                         
ASSETS                                                   
                                                                
INVESTMENTS:                                             
    Investment in associated company                 $18,513,581
                                                         
CURRENT ASSETS:                                                 
    Cash                                                  50,028
Accounts receivable - associated companies             1,939,579
                                                     -----------
               Total                                   1,989,607
                                                                
                                                     -----------           
               TOTAL                                 $20,503,188
                                                     ===========
                                                  
LIABILITIES AND CAPITALIZATION                           
                                                                
CAPITALIZATION :                                                
     Common stock, $1.00 par value, 11,999 shares                 
         issued and outstanding (Note 4)             $    11,999
    Additional paid-in capital                        20,488,001
    Retained earnings                                      3,188
                                                     -----------
               Total                                  20,503,188
                                                                
                                                     -----------           
               TOTAL                                 $20,503,188
                                                     ===========
                                                                
See Notes to Financial Statements                               

<PAGE>

                             ENTERGY TRANSENER S.A.
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1993

                                                         
REVENUES:                                                       
    Interest income                                       $   28
    Miscellaneous income                                   3,160
                                                          ------
          Total                                            3,188
                                                          ------
                                                                
EXPENSES:                                                       
    Administrative and general                                 -
                                                          ------      
NET INCOME                                                $3,188
                                                          ======
                                                                
See Notes to Financial Statements                               
                                                                
                                                                
<PAGE>                                                                

                             ENTERGY TRANSENER S.A.
                         STATEMENT OF RETAINED EARNINGS
                      FOR THE YEAR ENDED DECEMBER 31, 1993

                                                         
Retained Earnings, January 1                              $    -
                                                                
Add:  Net Income                                           3,188
                                                          ------      
Retained Earnings, December 31                            $3,188
                                                          ======      
See Notes to Financial Statements                               

<PAGE>

                             ENTERGY TRANSENER S.A.
                             STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1993

                                                         
OPERATING ACTIVITIES:                                    
    Net Income                                      $      3,188
    Changes in working capital:                                 
         Receivables                                  (1,939,579)
                                                    ------------
Net cash used by operating activities                 (1,936,391)
                                                    ------------
                                                                
INVESTING ACTIVITIES:                                           
    Investment in associated company                 (18,513,581)
                                                    ------------
Net cash used by investing activities                (18,513,581)
                                                    ------------            
INVESTING ACTIVITIES:                                           
    Issuance of common stock                          20,500,000
                                                    ------------            
                                                    
Net change in cash and cash equivalents                   50,028
   Cash and cash equivalents at beginning of year              -
                                                    ------------
         Cash and cash equivalents at end of year   $     50,028
                                                    ============            
                                                                
See Notes to Financial Statements                               

<PAGE>
                        ENTERGY TRANSENER S.A.
                     NOTES TO FINANCIAL STATEMENTS


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Organization

   Entergy  Transener  S.A. (Entergy Transener) is  a  wholly  owned
   subsidiary  of  Entergy  Corporation  chartered  in  July   1993.
   Entergy  Transener  owns  15%  of  Citelec  S.A.  (an  investment
   company)   with  other  nonaffiliated  companies.  Citelec   S.A.
   acquired a 65% interest in a transmission system (Transener S.A.)
   providing service in the Republic of  Argentina.  Transener  S.A.
   owns  and  operates  a major system of high voltage  transmission
   lines and consists of over 6,800 kilometers (4,250 miles) of  500
   kV  and  560 kilometers (356 miles) of 220 kV transmission lines.
   Transener  S.A. must allow access to system users whenever  there
   is  available capacity in its facilities.  The system serves most
   of  the Republic of Argentina. Entergy Transener's investment  in
   Citelec S.A. is carried at cost.

   Regulation
   
   Entergy  Transener is a "Foreign Utility Company" as  defined  in
   The   Energy  Policy  Act  of  1992  section  33(a)(3).   Entergy
   Transener,  as a subsidiary of Entergy Corporation,  which  is  a
   registered  public  utility  holding  company  under  the  Public
   Utility  Holding  Company Act  of 1935, as  amended  (PUHCA),  is
   subject  to  the  broad  regulatory provisions  of  PUHCA,  which
   requires,  among other things, Securities and Exchange Commission
   (SEC) approval for certain transactions, except as exempted under
   the provisions of the Energy Policy Act of 1992 cited above.
   
NOTE 2. TRANSACTIONS WITH AFFILIATES

Entergy  Corporation  and  its subsidiaries  incurred  approximately
$1,832,000  of  organization  and  development  costs   during  1993
related to the formation of Entergy Transener.

NOTE 3. INCOME TAXES

Entergy  Transener  accounts for income  taxes  in  accordance  with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income  Taxes"("FAS  109").  This standard  requires  that  deferred
income  taxes be recorded for all differences between  the  tax  and
financial statement bases of assets and liabilities and for  certain
carry  forward items.  Deferred tax  balances are based  on  enacted
tax  laws  at tax rates that are expected to be in effect  when  the
temporary differences reverse.

Entergy Transener files its income tax returns in Argentina.  During
1993 there were no significant temporary differences between the tax
basis and financial statement basis of its assets and liabilities.

In  1993,  Entergy  Transener's effective income tax  rate  was  0%,
compared  to  the statutory Argentina income tax rate of  30%.   The
primary  reason for the difference between the effective income  tax
rate  and  the statutory income tax rate is that Entergy Transener's
reported  items of income and expense are not taxable or  deductible
for Argentina income tax purposes.

NOTE 4. COMMON STOCK

Entergy Transener is authorized, by it's Charter, to issue 2,212,000
shares  of  its  common stock.  During 1993, Entergy Transener  sold
11,999  shares  of  its common stock ($1.00 par  value)  to  Entergy
Corporation  for $20,500,000.  The proceeds of this sale  were  used
primarily  to fund Entergy Transener's participation in a consortium
with  other  nonaffiliated  companies  to  acquire  an  interest  in
Transener S.A.

NOTE 5. SUBSEQUENT EVENT

Certain  debt issues of Citelec S.A. are callable in March and  June
of  1995.  In the event that Citelec S.A. is unable to refinance the
debt,  Entergy  Transener may be required  to  invest  up  to  $10.5
million in Citelec S.A. for the purpose of refunding the debt.

                                                                 
                                                                 

<PAGE>


                        SIGNATURE


Each  undersigned  system company has duly  caused  this  annual
report  to  be signed on its behalf by the undersigned thereunto
duly  authorized  pursuant  to the requirements  of  the  Public
Utility  Holding  Company Act of 1935.  The  signature  of  each
undersigned  company shall be deemed to relate only  to  matters
having reference to such company or its subsidiaries.

                      ENTERGY RICHMOND POWER CORPORATION
                      ENTERGY POWER DEVELOPMENT CORPORATION


                      By:        /s/ Terry L. Ogletree
                                 Terry L. Ogletree
                         President and Chief Operation Officer




                      ENTERGY TRANSENER S. A.


                      By:          /s/ Terry L. Ogletree
                                   Terry L. Ogletree
                                      President


Dated:  April 19, 1995


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1993             DEC-31-1992
<PERIOD-END>                               DEC-31-1993             DEC-31-1992
<BOOK-VALUE>                                  PER-BOOK                PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                            0                       0
<OTHER-PROPERTY-AND-INVEST>                 11,755,000              12,500,000
<TOTAL-CURRENT-ASSETS>                      13,637,783              12,500,000
<TOTAL-DEFERRED-CHARGES>                       539,448                 712,128
<OTHER-ASSETS>                                       0                       0
<TOTAL-ASSETS>                              25,932,231              25,712,128
<COMMON>                                    25,000,000              25,000,000
<CAPITAL-SURPLUS-PAID-IN>                            0                       0
<RETAINED-EARNINGS>                            465,912                       0
<TOTAL-COMMON-STOCKHOLDERS-EQ>              25,465,912              25,000,000
                                0                       0
                                          0                       0
<LONG-TERM-DEBT-NET>                                 0                       0
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                            0                       0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0                       0
                            0                       0
<CAPITAL-LEASE-OBLIGATIONS>                          0                       0
<LEASES-CURRENT>                                     0                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 466,319                 712,128
<TOT-CAPITALIZATION-AND-LIAB>               25,932,231              25,712,128
<GROSS-OPERATING-REVENUE>                    1,417,444                       0
<INCOME-TAX-EXPENSE>                           296,628                       0
<OTHER-OPERATING-EXPENSES>                     654,904                       0
<TOTAL-OPERATING-EXPENSES>                     951,532                       0
<OPERATING-INCOME-LOSS>                        465,912                       0
<OTHER-INCOME-NET>                                   0                       0
<INCOME-BEFORE-INTEREST-EXPEN>                       0                       0
<TOTAL-INTEREST-EXPENSE>                             0                       0
<NET-INCOME>                                   465,912                       0
                          0                       0
<EARNINGS-AVAILABLE-FOR-COMM>                  465,912                       0
<COMMON-STOCK-DIVIDENDS>                             0                       0
<TOTAL-INTEREST-ON-BONDS>                            0                       0
<CASH-FLOW-OPERATIONS>                        (737,049)                712,128
<EPS-PRIMARY>                                        0                       0
<EPS-DILUTED>                                        0                       0
        


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1993             DEC-31-1992
<PERIOD-END>                               DEC-31-1993             DEC-31-1992
<BOOK-VALUE>                                  PER-BOOK                PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                            0                       0
<OTHER-PROPERTY-AND-INVEST>                 11,755,000              12,500,000
<TOTAL-CURRENT-ASSETS>                       1,903,923               1,000,000
<TOTAL-DEFERRED-CHARGES>                       522,990                 676,925
<OTHER-ASSETS>                                       0                       0
<TOTAL-ASSETS>                              14,181,913              14,176,925
<COMMON>                                    13,500,000              13,500,000
<CAPITAL-SURPLUS-PAID-IN>                            0                       0
<RETAINED-EARNINGS>                            236,863                       0
<TOTAL-COMMON-STOCKHOLDERS-EQ>              13,736,863              13,500,000
                                0                       0
                                          0                       0
<LONG-TERM-DEBT-NET>                                 0                       0
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                            0                       0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0                       0
                            0                       0
<CAPITAL-LEASE-OBLIGATIONS>                          0                       0
<LEASES-CURRENT>                                     0                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 445,050                 676,925
<TOT-CAPITALIZATION-AND-LIAB>               14,181,913              14,176,925
<GROSS-OPERATING-REVENUE>                    1,037,732                       0
<INCOME-TAX-EXPENSE>                           150,802                       0
<OTHER-OPERATING-EXPENSES>                     650,067                       0
<TOTAL-OPERATING-EXPENSES>                     800,867                       0
<OPERATING-INCOME-LOSS>                        236,863                       0
<OTHER-INCOME-NET>                                   0                       0
<INCOME-BEFORE-INTEREST-EXPEN>                       0                       0
<TOTAL-INTEREST-EXPENSE>                             0                       0
<NET-INCOME>                                   236,863                       0
                          0                       0
<EARNINGS-AVAILABLE-FOR-COMM>                  236,863                       0
<COMMON-STOCK-DIVIDENDS>                             0                       0
<TOTAL-INTEREST-ON-BONDS>                            0                       0
<CASH-FLOW-OPERATIONS>                      (1,134,193)                676,925
<EPS-PRIMARY>                                        0                       0
<EPS-DILUTED>                                        0                       0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1993
<PERIOD-END>                               DEC-31-1993
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                            0
<OTHER-PROPERTY-AND-INVEST>                 18,513,581
<TOTAL-CURRENT-ASSETS>                       1,989,607
<TOTAL-DEFERRED-CHARGES>                             0
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                              20,503,188
<COMMON>                                        11,999
<CAPITAL-SURPLUS-PAID-IN>                   20,488,001
<RETAINED-EARNINGS>                              3,188
<TOTAL-COMMON-STOCKHOLDERS-EQ>              20,503,188
                                0
                                          0
<LONG-TERM-DEBT-NET>                                 0
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                       0
<TOT-CAPITALIZATION-AND-LIAB>               20,503,188
<GROSS-OPERATING-REVENUE>                        3,188
<INCOME-TAX-EXPENSE>                                 0
<OTHER-OPERATING-EXPENSES>                           0
<TOTAL-OPERATING-EXPENSES>                           0
<OPERATING-INCOME-LOSS>                          3,188
<OTHER-INCOME-NET>                                   0
<INCOME-BEFORE-INTEREST-EXPEN>                       0
<TOTAL-INTEREST-EXPENSE>                             0
<NET-INCOME>                                     3,188
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    3,188
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                      (1,936,391)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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