ARKANSAS POWER & LIGHT CO
10-Q, 1995-11-06
ELECTRIC SERVICES
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                            FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
(Mark One)
   X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended September 30, 1995

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

          For the transition period from ____________ to ____________

Commission      Registrant, State of Incorporation,    I.R.S. Employer
File Number     Address of Principal Executive         Identification No.
                Offices and Telephone Number           
1-11299         ENTERGY CORPORATION                    13-5550175
                (a Delaware corporation)               
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                                 
1-10764         ARKANSAS POWER & LIGHT COMPANY         71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                                 
1-2703          GULF STATES UTILITIES COMPANY          74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                                 
1-8474          LOUISIANA POWER & LIGHT COMPANY        72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                                 
0-320           MISSISSIPPI POWER & LIGHT COMPANY      64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 368-5000               
                                                                 
0-5807          NEW ORLEANS PUBLIC SERVICE INC.        72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                                 
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 368-5000               


<PAGE>

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

Yes     X      No

Common Stock Outstanding              Outstanding at October 31, 1995
Entergy Corporation    ($0.01 par value)        227,756,167


<PAGE>

              ENTERGY CORPORATION AND SUBSIDIARIES
             INDEX TO QUARTERLY REPORT ON FORM 10-Q
                       September 30, 1995

                                                         Page
                                                        Number

Definitions                                                1
Financial Statements:
  Entergy Corporation and Subsidiaries:
    Statements of Consolidated Income                      3
    Statements of Consolidated Cash Flows                  4
    Consolidated Balance Sheets                            6
  Arkansas Power & Light Company:
    Statements of Income                                   8
    Statements of Cash Flows                               9
    Balance Sheets                                        10
  Gulf States Utilities Company:
    Statements of Income (Loss)                           12
    Statements of Cash Flows                              13
    Balance Sheets                                        14
  Louisiana Power & Light Company:
    Statements of Income                                  16
    Statements of Cash Flows                              17
    Balance Sheets                                        18
  Mississippi Power & Light Company:
    Statements of Income                                  20
    Statements of Cash Flows                              21
    Balance Sheets                                        22
  New Orleans Public Service Inc.:
    Statements of Income                                  24
    Statements of Cash Flows                              25
    Balance Sheets                                        26
  System Energy Resources, Inc.:
    Statements of Income                                  28
    Statements of Cash Flows                              29
    Balance Sheets                                        30
Notes to Financial Statements                             32
Management's Financial Discussion and Analysis            42
Part II:
  Item 1.  Legal Proceedings                              64
  Item 4.  Submission of Matters to a Vote of 
             Security Holders                             65
  Item 5.  Other Information                              66
  Item 6.  Exhibits and Reports on Form 8-K               68
Experts                                                   70
Signature                                                 71


<PAGE>

This  combined Quarterly Report on Form 10-Q is separately  filed
by  Entergy  Corporation, Arkansas Power &  Light  Company,  Gulf
States  Utilities  Company,  Louisiana  Power  &  Light  Company,
Mississippi  Power  & Light Company, New Orleans  Public  Service
Inc.  and  System  Energy Resources, Inc.  Information  contained
herein  relating  to  any individual company  is  filed  by  such
company   on   its   own  behalf,  and  no  company   makes   any
representation as to information relating to the other companies.
This  combined  Quarterly  Report on Form  10-Q  supplements  and
updates  the  Annual Report on Form 10-K for  the  calendar  year
ended  December 31, 1994, and the Quarterly Reports on Form  10-Q
for the quarters ended March 31, 1995 and June 30, 1995, filed by
the  individual registrants with the SEC and should  be  read  in
conjunction therewith.

                           DEFINITIONS

Certain abbreviations or acronyms used in the text are defined
below:

   Abbreviation or Acronym        Term

ALJ                      Administrative Law Judge
ANO                      Arkansas   Nuclear  One  Steam  Electric
                         Generating Station
ANO 2                    Unit No. 2 of ANO
AP&L                     Arkansas Power & Light Company
APSC                     Arkansas Public Service Commission
Cajun                    Cajun Electric Power Cooperative, Inc.
Capital Funds Agreement  Agreement, dated as of June 21, 1974, as
                         amended,   between  System  Energy   and
                         Entergy Corporation, and the assignments
                         thereof
Council                  Council  of  the  City of  New  Orleans,
                         Louisiana
D.C. Circuit             United  States Court of Appeals for  the
                         District of Columbia Circuit
Entergy Corporation      Entergy    Corporation,    a    Delaware
                         corporation,   successor   to    Entergy
                         Corporation, a Florida Corporation
Entergy Operations       Entergy  Operations, Inc., a  subsidiary
                         of    Entergy   Corporation   that   has
                         operating responsibility for ANO,  Grand
                         Gulf 1 River Bend, and Waterford 3
Entergy or System        Entergy   Corporation  and  its  various
                         direct and indirect subsidiaries
Entergy Power            Entergy  Power,  Inc., a  subsidiary  of
                         Entergy    Corporation   that    markets
                         capacity   and   energy   from   certain
                         generating facilities to other  parties,
                         principally non-affiliates, for resale
Entergy Services         Entergy Services, Inc.
FASB                     Financial Accounting Standards Board
FERC                     Federal Energy Regulatory Commission
Form 10-K                The  combined Annual Report on Form 10-K
                         for the year ended December 31, 1994, of
                         Entergy,  AP&L, GSU, LP&L,  MP&L,  NOPSI
                         and System Energy
Grand Gulf 1             Unit  No.  1  of the Grand Gulf  Station
                         (nuclear)
GSU                      Gulf States Utilities Company (including
                         wholly   owned  subsidiaries  -  Varibus
                         Corporation, GSG&T, Inc., Prudential Oil
                         &  Gas,  Inc. and Southern Gulf  Railway
                         Company)
KWH                      Kilowatt-Hour(s)
LP&L                     Louisiana Power & Light Company
LPSC                     Louisiana Public Service Commission
Merger                   The combination transaction, consummated
                         on  December  31,  1993,  by  which  GSU
                         became    a   subsidiary   of    Entergy
                         Corporation   and  Entergy   Corporation
                         became a Delaware Corporation
Money Pool               System  Money Pool, which allows certain
                         System companies to borrow from, or lend
                         to, certain other System companies
MP&L                     Mississippi Power & Light Company
MPSC                     Mississippi Public Service Commission
NOPSI                    New Orleans Public Service Inc.
NRC                      Nuclear Regulatory Commission
Owner Participant        A  corporation that, in connection  with
                         the   Waterford  3  sale  and  leaseback
                         transactions, has acquired a  beneficial
                         interest  in a trust, the Owner  Trustee
                         of  which  is  the owner and  lessor  of
                         undivided interests in Waterford 3
Owner Trustee            Each   institution   and/or   individual
                         acting  as Owner Trustee under  a  trust
                         agreement  with an Owner Participant  in
                         connection   with the Waterford  3  sale
                         and leaseback transactions
PCB                      Polychlorinated biphenyls
PUCT                     Public Utility Commission of Texas
River Bend               River  Bend  Steam  Electric  Generating
                         Station (nuclear), owned 70% by GSU
RUS                      Rural  Utility  Services  (formerly  the
                         Rural Electrification Administration  or
                         "REA")
SEC                      Securities and Exchange Commission
SFAS                     Statement    of   Financial   Accounting
                         Standards   as   promulgated   by    the
                         Financial Accounting Standards Board
System Energy            System Energy Resources, Inc.
System Fuels             System Fuels, Inc.
System operating         AP&L,  GSU, LP&L, MP&L and  NOPSI, 
 companies               collectively
System or Entergy        Entergy   Corporation  and  its  various
                         direct and indirect subsidiaries
Waterford 3              Unit  No.  3   of  the  Waterford  Steam
                         Electric Generating Station (nuclear)


<PAGE>   
<TABLE>
<CAPTION>
   
   
                       ENTERGY CORPORATION AND SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED INCOME
         For the Three and Nine Months Ended September 30, 1995 and 1994
                                   (Unaudited)
                                                                    
                                                           Three Months Ended           Nine Months Ended  
                                                           1995           1994          1995          1994
                                                                    (In Thousands, Except Share Data)
<S>                                                     <C>            <C>           <C>           <C>                      
Operating Revenues:                                                                                          
  Electric                                              $1,910,287     $1,776,982    $4,744,213    $4,668,907
  Natural gas                                               15,073         17,107        75,861        93,952
  Steam products                                            12,095         11,435        35,518        35,002
                                                        ----------     ----------    ----------    ----------
        Total                                            1,937,455      1,805,524     4,855,592     4,797,861
                                                        ----------     ----------    ----------    ----------
                               
Operating Expenses:                                                                                          
  Operation and maintenance:                                                                                 
     Fuel, fuel-related expenses, and                                                                        
       gas purchased for resale                            464,751        430,718     1,066,258     1,103,157
     Purchased power                                       107,262         72,169       285,254       306,798
     Nuclear refueling outage expenses                      19,591         15,730        70,554        46,949
     Other operation and maintenance                       335,701        468,911     1,032,596     1,172,916
  Depreciation, amortization, and decommissioning          176,093        166,387       515,194       488,052
  Taxes other than income taxes                             76,209         71,446       226,677       214,365
  Income taxes                                             180,208        130,795       327,312       254,101
  Amortization of rate deferrals                           131,665        112,757       316,039       295,107
                                                        ----------     ----------    ----------    ----------
        Total                                            1,491,480      1,468,913     3,839,884     3,881,445
                                                        ----------     ----------    ----------    ----------
                               
Operating Income                                           445,975        336,611     1,015,708       916,416
                                                        ----------     ----------    ----------    ----------
                               
Other Income (Deductions):                                                                                   
  Allowance for equity funds used                                                                            
   during construction                                       2,206          2,603         7,053         9,273
  Miscellaneous - net                                       (4,401)        (2,900)       11,877        14,991
  Income taxes                                               1,877         (2,859)        1,068       (14,239)
                                                        ----------     ----------    ----------    ----------
        Total                                                 (318)        (3,156)       19,998        10,025
                                                        ----------     ----------    ----------    ----------
                               
Interest Charges:                                                                                            
  Interest on long-term debt                               157,760        167,754       479,433       501,273
  Other interest - net                                       6,302          4,424        20,954        12,621
  Allowance for borrowed funds used                                                                          
   during construction                                      (1,978)        (2,228)       (6,182)       (7,397)
  Preferred and preference dividend requirements of                                                          
   subsidiaries and other                                   20,455         20,306        59,355        61,674
                                                        ----------     ----------    ----------    ----------
        Total                                              182,539        190,256       553,560       568,171
                                                        ----------     ----------    ----------    ----------
                               
Net Income                                                $263,118       $143,199      $482,146      $358,270
                                                        ==========     ==========    ==========    ==========
                              
Earnings per average common share                            $1.16          $0.63         $2.12         $1.56
Dividends declared per common share                          $0.45          $0.45         $1.35         $1.35
Average number of common shares                                                                              
 outstanding                                           227,751,471    227,470,521   227,639,262   229,154,520
                                                                                                             
See Notes to Financial Statements.                                                                           
                                                                    
</TABLE>
<PAGE>     
<TABLE>
<CAPTION>
     
                        ENTERGY CORPORATION AND SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED CASH FLOWS
                 For the Nine Months Ended September 30, 1995 and 1994
                                    (Unaudited)
                                                                             
                                                                1995        1994
                                                                 (In Thousands)
<S>                                                            <C>        <C>
Operating Activities:                                                             
  Net income                                                   $482,146   $358,270
  Noncash items included in net income:                                           
    Change in rate deferrals/excess capacity-net                285,174    307,313
    Depreciation, amortization, and decommissioning             515,194    488,052
    Deferred income taxes and investment tax credits             (2,053)     7,582
    Allowance for equity funds used during construction          (7,053)    (9,273)
    Amortization of deferred revenues                                 -    (14,632)
  Changes in working capital:                                                     
    Receivables                                                (188,087)   (99,413)
    Fuel inventory                                              (33,839)    23,910
    Accounts payable                                            (70,656)   (40,482)
    Taxes accrued                                               219,714    112,623
    Interest accrued                                             (7,768)   (14,278)
    Reserve for rate refund                                     (51,685)         -
    Other working capital accounts                             (127,972)    43,981
  Decommissioning trust contributions                           (21,189)   (18,215)
  Provision for estimated losses and reserves                    13,425     (6,242)
  Other                                                          64,092    (18,596)
                                                              ---------  ---------                    
    Net cash flow provided by operating activities            1,069,443  1,120,600
                                                              ---------  ---------                   
Investing Activities:                                                             
  Construction/capital expenditures                            (401,031)  (481,178)
  Allowance for equity funds used during construction             7,053      9,273
  Nuclear fuel purchases                                       (207,211)  (109,838)
  Proceeds from sale/leaseback of nuclear fuel                  224,265     85,178
  Investment in nonregulated/nonutility properties              (25,979)       199
                                                               --------   --------                   
    Net cash flow used in investing activities                 (402,903)  (496,366)
                                                               --------   --------                   
Financing Activities:                                                             
  Proceeds from the issuance of:                                                  
    First mortgage bonds                                              -     83,944
    General and refunding mortgage bonds                        109,285          -
    Other long-term debt                                         43,538     63,590
  Retirement of:                                                                  
    First mortgage bonds                                        (45,800)  (103,800)
    General and refunding mortgage bonds                        (54,200)   (45,000)
    Other long-term debt                                        (96,949)   (45,410)
  Premium and expense on refinancing sale/leaseback bonds             -    (47,663)
  Repurchase of common stock                                          -   (119,486)
  Redemption of preferred stock                                 (39,605)   (43,860)
  Changes in short-term borrowings                             (171,219)    63,199
  Common stock dividends paid                                  (306,465)  (309,469)
                                                               --------   --------                   
    Net cash flow used in financing activities                 (561,415)  (503,955)
                                                               --------   --------                   
Net increase in cash and cash equivalents                       105,125    120,279
                                                                                  
Cash and cash equivalents at beginning of period                613,907    563,749
                                                               --------   --------                   
Cash and cash equivalents at end of period                     $719,032   $684,028
                                                               ========   ========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                
                        ENTERGY CORPORATION AND SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED CASH FLOWS
                 For the Nine Months Ended September 30, 1995 and 1994
                                   (Unaudited)
                                                                              
                                                            1995        1994
                                                             (In Thousands)
<S>                                                        <C>        <C>      
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                            
    Interest - net of amount capitalized                   $476,637   $496,933
    Income taxes                                           $161,938   $131,607
  Noncash investing and financing activities:                                 
     Capital lease obligations incurred                           -    $69,520
     Change in unrealized appreciation/depreciation of                        
       decommissioning trust assets                         $13,221     $9,068
                                                                              
                                                                              
See Notes to Financial Statements.                                            
</TABLE>                                             
<PAGE>                                                                  
                                                                  
                    ENTERGY CORPORATION AND SUBSIDIARIES 
                        CONSOLIDATED BALANCE SHEETS      
                  September 30, 1995 and December 31, 1994 
                                (Unaudited)               
                                                                  
                                                     1995             1994
                                                         (In Thousands)
ASSETS                                                            
Utility Plant:                                                    
  Electric                                         $21,603,761    $21,184,013
  Plant acquisition adjustment - GSU                   475,756        487,955
  Electric plant under leases                          672,725        668,846
  Property under capital leases - electric             151,640        161,950
  Natural gas                                          165,483        164,013
  Steam products                                        77,414         77,307
  Construction work in progress                        415,242        476,816
  Nuclear fuel under capital leases                    311,072        265,520
  Nuclear fuel                                          60,633         70,147
                                                    ----------     ----------
           Total                                    23,933,726     23,556,567
  Less - accumulated depreciation and                8,131,661      7,639,549
  amortization                                      ----------     ----------
           Utility plant - net                      15,802,065     15,917,018
                                                    ----------     ---------- 
Other Property and Investments:                                   
  Decommissioning trust funds                          256,180        207,395
  Other                                                273,883        240,745
                                                    ----------     ----------
           Total                                       530,063        448,140
                                                    ----------     ----------
Current Assets:                                                   
  Cash and cash equivalents:                                      
    Cash                                                97,486         87,700
    Temporary cash investments - at cost,                         
      which approximates market                        621,546        526,207
                                                    ----------     ----------
           Total cash and cash equivalents             719,032        613,907
  Special deposits                                       5,772          8,074
  Notes receivable                                      15,194         14,446
  Accounts receivable:                                            
    Customer (less allowance for doubtful                         
    accounts of $6.7 million in 1995 and 1994)         414,177        336,887
    Other                                               83,314         66,651
    Accrued unbilled revenues                          334,744        240,610
  Deferred fuel                                          6,495              -
  Fuel inventory                                       127,050         93,211
  Materials and supplies - at average cost             372,605        365,956
  Rate deferrals                                       412,952        380,612
  Prepayments and other                                122,494         98,811
                                                    ----------     ----------
           Total                                     2,613,829      2,219,165
                                                    ----------     ----------
Deferred Debits and Other Assets:                                 
  Regulatory assets:                                              
    Rate deferrals                                   1,142,811      1,451,926
    SFAS 109 regulatory asset - net                  1,429,652      1,417,646
    Unamortized loss on reacquired debt                223,717        232,420
    Other regulatory assets                            292,248        316,878
  Long-term receivables                                224,789        271,097
  Other                                                337,442        339,201
                                                    ----------     ----------
           Total                                     3,650,659      4,029,168
                                                    ----------     ----------
         
                                                    
           TOTAL                                   $22,596,616    $22,613,491
                                                    ==========     ========== 
     
See Notes to Financial Statements.                                
                                                                  
<PAGE>                                                                  
                    ENTERGY CORPORATION AND SUBSIDIARIES 
                        CONSOLIDATED BALANCE SHEETS     
                  September 30, 1995 and December 31, 1994
                                (Unaudited)
                                      
                                                                  
                                                     1995             1994
                                                        (In Thousands)
                                                              
CAPITALIZATION AND LIABILITIES                         
Capitalization:                                                   
  Common stock, $.01 par value, authorized                        
  500,000,000 shares; issued 230,017,485 shares
     in 1995 and 1994                                   $2,300         $2,300
  Paid-in capital                                    4,201,435      4,202,134
  Retained earnings                                  2,396,953      2,223,739
  Less - treasury stock (2,261,318 shares in                      
  1995 and 2,608,908 in 1994)                           67,122         77,378
                                                    ----------     ----------
           Total common shareholders' equity         6,533,566      6,350,795
  Subsidiary's preference stock                        150,000        150,000
  Subsidiaries' preferred stock:                                  
   Without sinking fund                                550,955        550,955
   With sinking fund                                   260,342        299,946
  Long-term debt                                     6,749,860      7,093,473
                                                    ----------     ----------
           Total                                    14,244,723     14,445,169
                                                    ----------     ---------- 
          
Other Noncurrent Liabilities:                                     
  Obligations under capital leases                     308,068        273,947
  Other                                                321,247        310,977
                                                    ----------     ----------
           Total                                       629,315        584,924
                                                    ----------     ---------- 
          
Current Liabilities:                                              
  Currently maturing long-term debt                    667,375        349,085
  Notes payable                                            648        171,867
  Accounts payable                                     400,464        471,120
  Customer deposits                                    138,851        134,478
  Taxes accrued                                        312,292         92,578
  Accumulated deferred income taxes                     60,844         40,313
  Interest accrued                                     187,871        195,639
  Dividends declared                                    12,942         13,599
  Deferred fuel cost                                         -         27,066
  Obligations under capital leases                     152,968        151,904
  Reserve for rate refund                                5,287         56,972
  Other                                                257,324        327,330
                                                    ----------     ----------
           Total                                     2,196,866      2,031,951
                                                    ----------     ---------- 
          
Deferred Credits:                                                 
  Accumulated deferred income taxes                  3,892,970      3,915,138
  Accumulated deferred investment tax credits          658,038        649,898
  Other                                                974,704        986,411
                                                    ----------     ----------
           Total                                     5,525,712      5,551,447
                                                    ----------     ---------- 
          
Commitments and Contingencies (Notes 1 and 2)                     
                                                                  
           TOTAL                                   $22,596,616    $22,613,491
                                                    ==========     ========== 
     
See Notes to Financial Statements.                                


<PAGE>
<TABLE>
<CAPTION>

                             ARKANSAS POWER & LIGHT COMPANY
                                  STATEMENTS OF INCOME
             For the Three and Nine Months Ended September 30, 1995 and 1994
                                      (Unaudited)
                                                                
                                                        Three Months Ended        Nine Months Ended
                                                        1995           1994         1995         1994
                                                                       (In Thousands)
<S>                                                   <C>           <C>        <C>          <C>                      
Operating Revenues                                    $530,448      $470,770   $1,282,208   $1,256,762
                                                      --------      --------   ----------   ----------
                   
Operating Expenses:                                                                                   
  Operation and maintenance:                                                                          
   Fuel and fuel-related expenses                       77,987        74,050      182,793      205,283
   Purchased power                                     100,803        80,326      266,726      264,935
   Nuclear refueling outage expenses                     7,923         8,059       22,793       25,532
   Other operation and maintenance                      92,079       118,413      271,523      288,311
  Depreciation, amortization, and decommissioning       42,603        38,671      121,557      110,929
  Taxes other than income taxes                          8,546         7,961       28,641       25,584
  Income taxes                                          38,188        30,569       59,532       45,487
  Amortization of rate deferrals                        68,243        56,558      136,170      130,283
                                                      --------      --------   ----------   ----------
        Total                                          436,372       414,607    1,089,735    1,096,344
                                                      --------      --------   ----------   ----------
                   
Operating Income                                        94,076        56,163      192,473      160,418
                                                      --------      --------   ----------   ---------- 
                   
Other Income (Deductions):                                                                            
  Allowance for equity funds used                                                                     
   during construction                                     770           894        2,376        2,944
  Miscellaneous - net                                   10,036        10,785       36,388       35,346
  Income taxes                                          (3,941)       (4,250)     (14,279)     (13,934)
                                                      --------      --------   ----------   ----------
        Total                                            6,865         7,429       24,485       24,356
                                                      --------      --------   ----------   ---------- 
                   
Interest Charges:                                                                                     
  Interest on long-term debt                            26,566        26,587       80,110       79,282
  Other interest - net                                     906         1,287        4,646        3,290
  Allowance for borrowed funds used                                                                   
   during construction                                    (494)         (912)      (1,667)      (2,579)
                                                      --------      --------   ----------   ----------
        Total                                           26,978        26,962       83,089       79,993
                                                      --------      --------   ----------   ----------
                   
Net Income                                              73,963        36,630      133,869      104,781
                                                                                                      
Preferred Stock Dividend Requirements                                                                 
 and Other                                               4,511         4,781       13,617       14,530
                                                      --------      --------   ----------   ---------- 
                  
Earnings Applicable to Common Stock                    $69,452       $31,849     $120,252      $90,251
                                                      ========      ========   ==========   ==========
             
See Notes to Financial Statements.                                                                    
                                                                                                      
</TABLE>                                                                    
<PAGE>
<TABLE>
<CAPTION>

                         ARKANSAS POWER & LIGHT COMPANY
                            STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 1995 and 1994
                                   (Unaudited)
                                                                         
                                                            1995       1994
                                                             (In Thousands) 
<S>                                                            <C>        <C>
Operating Activities:                                                    
  Net income                                               $133,869   $104,781
  Noncash items included in net income:                                       
    Change in rate deferrals/excess capacity-net             93,740     77,607
    Depreciation, amortization, and decommissioning         121,557    110,929
    Deferred income taxes and investment tax credits        (37,132)   (42,973)
    Allowance for equity funds used during construction      (2,376)    (2,944)
  Changes in working capital:                                                 
    Receivables                                             (82,496)   (38,663)
    Fuel inventory                                          (32,524)    26,905
    Accounts payable                                         34,625     (2,690)
    Taxes accrued                                            51,147     43,226
    Interest accrued                                            253        460
    Other working capital accounts                            3,453        586
  Decommissioning trust contributions                       (10,563)    (8,525)
  Provision for estimated losses and reserves                 4,423      5,206
  Other                                                       4,132    (17,073)
                                                           --------   --------                   
    Net cash flow provided by operating activities          282,108    256,832
                                                           --------   --------                     
Investing Activities:                                                         
  Construction expenditures                                (117,203)  (122,279)
  Allowance for equity funds used during construction         2,376      2,944
  Nuclear fuel purchases                                    (41,843)   (33,477)
  Proceeds from sale/leaseback of nuclear fuel               41,832     33,477
                                                           --------   --------                   
    Net cash flow used in investing activities             (114,838)  (119,335)
                                                           --------   --------                   
Financing Activities:                                                         
  Proceeds from issuance of other long-term debt                  -     27,992
  Retirement of:                                                              
    First mortgage bonds                                    (25,800)      (800)
    Other long-term debt                                          -    (28,761)
  Redemption of preferred stock                              (7,000)    (9,000)
  Changes in short-term borrowings                          (34,000)    12,605
  Dividends paid:                                                             
    Common stock                                            (83,600)   (75,000)
    Preferred stock                                         (13,833)   (14,798)
                                                           --------   --------                   
    Net cash flow used in financing activities             (164,233)   (87,762)
                                                           --------   --------                   
Net increase in cash and cash equivalents                     3,037     49,735
                                                                              
Cash and cash equivalents at beginning of period             80,756      1,825
                                                           --------   --------                   
Cash and cash equivalents at end of period                  $83,793    $51,560
                                                           ========   ========                     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                            
    Interest - net of amount capitalized                    $74,689    $73,515
    Income taxes                                            $55,710    $54,117
  Noncash investing and financing activities:                                 
    Capital lease obligations incurred                            -    $41,122
    Change in unrealized appreciation/depreciation of                         
     decommissioning trust assets                            $6,811     $8,872
                                                                              
See Notes to Financial Statements.                                            
                                                                              
</TABLE>                                                
<PAGE>                       
                      ARKANSAS POWER & LIGHT COMPANY
                               BALANCE SHEETS
                  September 30, 1995 and December 31, 1994
                                (Unaudited)
                                                                  
                                                      1995            1994
                                                         (In Thousands)
                                                              
ASSETS                                                            
Utility Plant:                                                    
  Electric                                          $4,421,730     $4,293,097
  Property under capital leases                         52,802         56,135
  Construction work in progress                        106,354        136,701
  Nuclear fuel under capital lease                     107,117         94,628
                                                     ---------      ---------
           Total                                     4,688,003      4,580,561
  Less - accumulated depreciation and                1,823,395      1,710,216
  amortization                                       ---------      ---------
           Utility plant - net                       2,864,608      2,870,345
                                                     ---------      ---------
         
Other Property and Investments:                                   
  Investment in subsidiary companies - at               11,215         11,215
  equity
  Decommissioning trust fund                           157,741        127,136
  Other - at cost (less accumulated                      7,578          4,628
  depreciation)                                      ---------      ---------
           Total                                       176,534        142,979
                                                     ---------      ---------
         
Current Assets:                                                   
  Cash and cash equivalents:                                      
    Cash                                                10,724          3,737
    Temporary cash investments - at cost,                         
      which approximates market:                                  
        Associated companies                            11,051          4,713
        Other                                           62,018         72,306
                                                     ---------      ---------
           Total cash and cash equivalents              83,793         80,756
  Accounts receivable:                                            
    Customer (less allowance for doubtful                         
    accounts of $2.0 million in 1995 and 1994)         106,652         53,781
    Associated companies                                36,785         28,506
    Other                                                7,605         11,181
    Accrued unbilled revenues                          108,785         83,863
  Fuel inventory - at average cost                      67,085         34,561
  Materials and supplies - at average cost              76,527         79,886
  Rate deferrals                                       127,133        113,630
  Deferred excess capacity                               9,978          8,414
  Prepayments and other                                 15,949         23,867
                                                     ---------      ---------
           Total                                       640,292        518,445
                                                     ---------      --------- 
         
Deferred Debits and Other Assets:                                 
  Regulatory assets:                                              
    Rate deferrals                                     261,652        360,496
    Deferred excess capacity                            10,097         20,060
    SFAS 109 regulatory asset - net                    222,501        227,068
    Unamortized loss on reacquired debt                 54,846         57,344
    Other regulatory assets                             45,106         68,813
  Other                                                 33,963         26,665
                                                     ---------      ---------
           Total                                       628,165        760,446
                                                     ---------      --------- 
         
                                                     
           TOTAL                                    $4,309,599     $4,292,215
                                                     =========      ========= 
         
See Notes to Financial Statements.                                
<PAGE>                                                                  
                                                                  
                       ARKANSAS POWER & LIGHT COMPANY
                               BALANCE SHEETS        
                  September 30, 1995 and December 31, 1994
                                (Unaudited)
                                         
                                                      1995            1994
                                                          (In Thousands)
                                                              
CAPITALIZATION AND LIABILITIES                                    
Capitalization:                                                   
  Common stock, $0.01 par value, authorized                       
    325,000,000 shares; issued and outstanding                    
    46,980,196 shares in 1995 and 1994                    $470           $470
  Paid-in capital                                      590,844        590,844
  Retained earnings                                    528,450        491,799
                                                     ---------      ---------
           Total common shareholder's equity         1,119,764      1,083,113
  Preferred stock:                                                
    Without sinking fund                               176,350        176,350
    With sinking fund                                   51,527         58,527
  Long-term debt                                     1,281,030      1,293,879
                                                     ---------      ---------
           Total                                     2,628,671      2,611,869
                                                     ---------      --------- 
         
Other Noncurrent Liabilities:                                     
  Obligations under capital leases                     102,937         94,534
  Other                                                 72,658         68,235
                                                     ---------      ---------
           Total                                       175,595        162,769
                                                     ---------      --------- 
         
Current Liabilities:                                              
  Currently maturing long-term debt                     27,425         28,175
  Notes payable                                            667         34,667
  Accounts payable:                                               
    Associated companies                                43,993         17,345
    Other                                               97,306         89,329
  Customer deposits                                     18,237         17,113
  Taxes accrued                                         96,386         45,239
  Accumulated deferred income taxes                     34,249         25,043
  Interest accrued                                      31,317         31,064
  Dividends declared                                     4,512          4,727
  Co-owner advances                                     37,944         20,639
  Deferred fuel cost                                    14,732         20,254
  Nuclear refueling reserve                             34,416         37,954
  Obligations under capital leases                      56,971         56,154
  Other                                                 28,439         45,632
                                                     ---------      ---------
           Total                                       526,594        473,335
                                                     ---------      --------- 
         
Deferred Credits:                                                 
  Accumulated deferred income taxes                    812,727        859,558
  Accumulated deferred investment tax credits          114,253        118,548
  Other                                                 51,759         66,136
                                                     ---------      ---------
           Total                                       978,739      1,044,242
                                                     ---------      --------- 
         
Commitments and Contingencies (Note 1)                            
                                                                  
           TOTAL                                    $4,309,599     $4,292,215
                                                     =========      ========= 
         
See Notes to Financial Statements.                                
                                                                  

<PAGE>
<TABLE>
<CAPTION>
                                                                    
                                GULF STATES UTILITIES COMPANY
                                 STATEMENTS OF INCOME (LOSS)
                 For the Three and Nine Months Ended September 30, 1995 and 1994
                                        (Unaudited)
                                                                
                                                         Three Months Ended       Nine Months Ended
                                                         1995         1994           1995         1994
                                                                       (In Thousands)
<S>                                                   <C>           <C>        <C>          <C>                      
Operating Revenues:                                                                                    
  Electric                                             $524,982     $530,209    $1,366,070   $1,371,328
  Natural gas                                             3,210        3,887        17,654       25,714
  Steam products                                         12,095       11,435        35,518       35,002
                                                       --------     --------    ----------   ----------
        Total                                           540,287      545,531     1,419,242    1,432,044
                                                       --------     --------    ----------   ---------- 
                    
Operating Expenses:                                                                                    
  Operation and maintenance:                                                                           
    Fuel, fuel-related expenses, and                                                                   
     gas purchased for resale                           149,535      154,881       391,364      393,240
    Purchased power                                      47,901       44,330       132,625      159,389
    Nuclear refueling outage expenses                     2,580        2,707         8,354        7,747
    Other operation and maintenance                      91,939      171,054       295,566      376,616
  Depreciation, amortization, and decommissioning        50,606       48,786       151,337      145,862
  Taxes other than income taxes                          26,951       24,623        77,082       58,633
  Income taxes                                           40,737       17,458        63,715       34,210
  Amortization of rate deferrals                         16,507       16,839        49,519       49,576
                                                       --------     --------    ----------   ----------
        Total                                           426,756      480,678     1,169,562    1,225,273
                                                       --------     --------    ----------   ---------- 
                    
Operating Income                                        113,531       64,853       249,680      206,771
                                                       --------     --------    ----------   ----------
                    
Other Income (Deductions):                                                                             
  Allowance for equity funds used                                                                      
    during construction                                     253          417           770        1,056
  Miscellaneous - net                                     6,213      (78,886)       17,823      (70,653)
  Income taxes                                           (2,110)      31,590        (5,139)      27,407
                                                       --------     --------    ----------   ----------
        Total                                             4,356      (46,879)       13,454      (42,190)
                                                       --------     --------    ----------   ---------- 
                    
Interest Charges:                                                                                      
  Interest on long-term debt                             47,426       48,804       144,053      146,554
  Other interest - net                                    2,588        1,172         4,681        6,409
  Allowance for borrowed funds used                                                                   
    during construction                                    (239)        (340)         (700)        (847)
                                                       --------     --------    ----------   ----------
        Total                                            49,775       49,636       148,034      152,116
                                                       --------     --------    ----------   ---------- 
                    
Net Income (Loss)                                        68,112      (31,662)      115,100       12,465
                                                                                                       
Preferred and Preference Stock                                                                         
  Dividend Requirements and Other                         7,341        7,506        22,357       22,442
                                                       --------     --------    ----------   ----------
                    
Earnings (Loss) Applicable to Common Stock              $60,771     ($39,168)      $92,743      ($9,977)
                                                       ========     ========    ==========   ========== 
                   
See Notes to Financial Statements.                                                                     
                                                                                                       
</TABLE>                                                                    
<PAGE>     
<TABLE>
<CAPTION>
                                                
                          GULF STATES UTILITIES COMPANY
                            STATEMENTS OF CASH FLOWS
                For the Nine Months Ended September 30, 1995 and 1994
                                   (Unaudited)
                                                                        
                                                           1995       1994
                                                            (In Thousands)
<S>                                                       <C>         <C>
Operating Activities:                                                   
  Net income                                              $115,100    $12,465
  Noncash items included in net income:                                      
    Change in rate deferrals                                49,519     80,138
    Depreciation, amortization, and decommissioning        151,337    145,862
    Deferred income taxes and investment tax credits        69,060     16,257
    Allowance for equity funds used during construction       (770)    (1,056)
  Changes in working capital:                                                
    Receivables                                             41,808    (50,881)
    Fuel inventory                                          (3,598)    (3,750)
    Accounts payable                                       (21,476)    22,872
    Taxes accrued                                           35,701     14,579
    Interest accrued                                         4,254      3,792
    Reserve for rate refund                                (51,268)         -
    Other working capital accounts                         (53,032)    15,330
  Decommissioning trust contributions                       (2,959)    (2,217)
  Other                                                     10,591     24,946
                                                          --------   --------                   
    Net cash flow provided by operating activities         344,267    278,337
                                                          --------   --------                   
Investing Activities:                                                        
  Construction expenditures                               (112,237)  (101,952)
  Allowance for equity funds used during construction          770      1,056
  Nuclear fuel purchases                                         -    (25,205)
  Proceeds from sale/leaseback of nuclear fuel                   -     25,205
                                                          --------   --------                   
    Net cash flow used in investing activities            (111,467)  (100,896)
                                                          --------   --------                   
Financing Activities:                                                        
  Proceeds from the issuance of other long-term debt         2,277          -
  Retirement of other long-term debt                       (50,425)      (425)
  Redemption of preferred stock                             (4,850)    (4,850)
  Dividends paid:                                                            
    Common stock                                                 -   (289,100)
    Preferred and preference stock                         (22,208)   (22,343)
                                                          --------   --------                   
    Net cash flow used in financing activities             (75,206)  (316,718)
                                                          --------   --------                   
Net increase (decrease) in cash and cash equivalents       157,594   (139,277)
                                                                             
Cash and cash equivalents at beginning of period           104,644    261,349
                                                          --------   --------                   
Cash and cash equivalents at end of period                $262,238   $122,072
                                                          ========   ========                   
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                           
    Interest - net of amount capitalized                  $136,526   $136,957
    Income taxes                                              $288       $137
  Noncash investing and financing activities:                                
    Capital lease obligations incurred                           -    $18,721
    Change in unrealized appreciation/depreciation of                        
      decommissioning trust assets                          $1,738     ($200)
                                                                             
See Notes to Financial Statements.                                            
                                                                             
</TABLE>                                                
<PAGE>                                                                  
                                                                  
                       GULF STATES UTILITIES COMPANY
                               BALANCE SHEETS    
                  September 30, 1995 and December 31, 1994 
                                (Unaudited)
                                             
                                                     1995             1994
                                                        (In Thousands)
                                                              
ASSETS                                                            
Utility Plant:                                                    
  Electric                                          $6,928,954     $6,842,726
  Natural gas                                           44,505         44,505
  Steam products                                        77,414         77,307
  Property under capital leases                         79,323         82,914
  Construction work in progress                        118,319         96,176
  Nuclear fuel under capital leases                     53,102         80,042
                                                     ---------      ---------
           Total                                     7,301,617      7,223,670
  Less - accumulated depreciation and                2,645,827      2,504,826
  amortization                                       ---------      ---------
           Utility plant - net                       4,655,790      4,718,844
                                                     ---------      --------- 
         
Other Property and Investments:                                   
  Decommissioning trust fund                            26,993         21,309
  Other - at cost (less accumulated                     28,567         29,315
depreciation)                                        ---------      ---------
           Total                                        55,560         50,624
                                                     ---------      --------- 
         
Current Assets:                                                   
  Cash and cash equivalents:                                      
    Cash                                                13,893          8,063
    Temporary cash investments - at cost,                         
      which approximates market:                                  
        Associated companies                            35,496          5,085
        Other                                          212,849         91,496
                                                     ---------      ---------
           Total cash and cash equivalents             262,238        104,644
  Accounts receivable:                                            
    Customer (less allowance for doubtful                         
    accounts of $0.7 million in 1995 and 1994)          97,846        167,745
    Associated companies                                 6,908         12,732
    Other                                               11,864         20,706
    Accrued unbilled revenues                           82,227         39,470
  Deferred fuel costs                                   20,932          6,314
  Accumulated deferred income taxes                     26,448         49,457
  Fuel inventory                                        29,382         25,784
  Materials and supplies - at average cost             101,820         90,054
  Rate deferrals                                        95,469        100,478
  Prepayments and other                                 22,676         13,754
                                                     ---------      ---------
           Total                                       757,810        631,138
                                                     ---------      --------- 
         
Deferred Debits and Other Assets:                                 
  Regulatory assets:                                              
    Rate deferrals                                     444,195        506,974
    SFAS 109 regulatory asset - net                    444,420        426,358
    Unamortized loss on reacquired debt                 62,973         63,994
    Other regulatory assets                             29,683         35,168
  Long-term receivables                                254,432        264,752
  Other                                                153,360        145,609
                                                     ---------      ---------
           Total                                     1,389,063      1,442,855
                                                     ---------      --------- 
         
           TOTAL                                    $6,858,223     $6,843,461
                                                     =========      ========= 
         
See Notes to Financial Statements.                                
                                                                  
<PAGE>                                                                  
                       GULF STATES UTILITIES COMPANY  
                               BALANCE SHEETS    
                  September 30, 1995 and December 31, 1994 
                                (Unaudited)
                                      
                                                                  
                                                     1995             1994
                                                         (In Thousands)
                                                              
CAPITALIZATION AND LIABILITIES                                    
Capitalization:                                                   
  Common stock, no par value, authorized                          
    200,000,000 shares; issued and outstanding                    
    100 shares in 1995 and 1994                       $114,055       $114,055
  Paid-in capital                                    1,152,469      1,152,336
  Retained earnings                                    357,171        264,626
                                                     ---------      ---------
           Total common shareholder's equity         1,623,695      1,531,017
Preference stock                                       150,000        150,000
  Preferred stock:                                                
    Without sinking fund                               136,444        136,444
    With sinking fund                                   90,087         94,934
  Long-term debt                                     2,250,420      2,318,417
                                                     ---------      ---------
           Total                                     4,250,646      4,230,812
                                                     ---------      --------- 
         
Other Noncurrent Liabilities:                                     
  Obligations under capital leases                      95,051        125,691
  Other                                                 76,170         68,753
                                                     ---------      ---------
           Total                                       171,221        194,444
                                                     ---------      --------- 
         
Current Liabilities:                                              
  Currently maturing long-term debt                     70,425         50,425
  Accounts payable:                                               
    Associated companies                                39,388         31,722
    Other                                              111,833        140,975
  Customer deposits                                     21,793         22,216
  Taxes accrued                                         48,179         12,478
  Interest accrued                                      59,581         55,327
  Nuclear refueling reserve                             21,522         10,117
  Obligations under capital leases                      37,366         37,265
  Reserve for rate refund                                5,704         56,972
  Other                                                 83,255        111,963
                                                     ---------      ---------
           Total                                       499,046        529,460
                                                     ---------      --------- 
         
Deferred Credits:                                                 
  Accumulated deferred income taxes                  1,144,821      1,100,396
  Accumulated deferred investment tax credits          220,583        199,428
  Deferred River Bend finance charges                   64,137         82,406
  Other                                                507,769        506,515
                                                     ---------      ---------
           Total                                     1,937,310      1,888,745
                                                     ---------      --------- 
         
Commitments and Contingencies (Notes 1 and 2)                     
                                                                  
           TOTAL                                    $6,858,223     $6,843,461
                                                     =========      ========= 
   
See Notes to Financial Statements.                                
                                                                  
                                                                  

<PAGE>
<TABLE>
<CAPTION>
                                                                    
                          LOUISIANA POWER & LIGHT COMPANY
                               STATEMENTS OF INCOME
           For the Three and Nine Months Ended September 30, 1995 and 1994
                                   (Unaudited)
                                                                
                                                         Three Months Ended        Nine Months Ended
                                                         1995           1994       1995         1994
                                                                        (In Thousands)
<S>                                                    <C>           <C>        <C>          <C>                      
Operating Revenues                                     $528,975      $502,458   $1,288,081   $1,327,927
                                                       --------      --------   ----------   ----------
                    
Operating Expenses:                                                                                    
  Operation and maintenance:                                                                           
    Fuel and fuel-related expenses                      116,015       113,688      227,616      257,314
    Purchased power                                      92,944        83,942      261,417      289,279
    Nuclear refueling outage expenses                     4,517         4,195       13,550       13,671
    Other operation and maintenance                      70,865       100,800      216,203      260,575
  Depreciation, amortization, and decommissioning        42,212        38,499      119,629      113,342
  Taxes other than income taxes                          13,133        14,377       43,181       42,733
  Income taxes                                           56,003        39,015      104,366       80,171
  Amortization of rate deferrals                          8,118         8,118       21,664       21,664
                                                       --------      --------   ----------   ----------
        Total                                           403,807       402,634    1,007,626    1,078,749
                                                       --------      --------   ----------   ----------
                    
Operating Income                                        125,168        99,824      280,455      249,178
                                                       --------      --------   ----------   ----------
                    
Other Income (Deductions):                                                                             
  Allowance for equity funds used                                                                      
   during construction                                      424           766        1,527        2,855
  Miscellaneous - net                                     1,137          (154)       1,718          287
  Income taxes                                             (319)          150         (307)         190
                                                       --------      --------   ----------   ----------
        Total                                             1,242           762        2,938        3,332
                                                       --------      --------   ----------   ----------
                    
Interest Charges:                                                                                      
  Interest on long-term debt                             32,737        32,543       97,821       97,393
  Other interest - net                                    1,355         1,560        5,100        4,635
  Allowance for borrowed funds used                                                                    
   during construction                                     (501)         (546)      (1,491)      (1,996)
                                                       --------      --------   ----------   ----------
        Total                                            33,591        33,557      101,430      100,032
                                                       --------      --------   ----------   ----------
                    
Net Income                                               92,819        67,029      181,963      152,478
                                                                                                       
Preferred Stock Dividend Requirements                                                                  
  and Other                                               5,367         5,848       16,177       17,668
                                                       --------      --------   ----------   ----------
                    
Earnings Applicable to Common Stock                     $87,452       $61,181     $165,786     $134,810
                                                       ========      ========   ==========   ==========
                    
See Notes to Financial Statements.                                                                     
                                                                    
</TABLE>                                                       
<PAGE>     
<TABLE>
<CAPTION>
                                                
                        LOUISIANA POWER & LIGHT COMPANY
                           STATEMENTS OF CASH FLOWS
                For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)
                                                                           
                                                              1995       1994
                                                               (In Thousands)
<S>                                                          <C>        <C>
Operating Activities:                                                           
  Net income                                                 $181,963   $152,478
  Noncash items included in net income:                                         
    Change in rate deferrals                                   21,664     21,664
    Depreciation, amortization, and decommissioning           119,629    113,342
    Deferred income taxes and investment tax credits          (22,022)    31,788
    Allowance for equity funds used during construction        (1,527)    (2,855)
    Amortization of deferred revenues                               -    (14,632)
  Changes in working capital:                                                   
    Receivables                                               (51,126)   (25,193)
    Accounts payable                                             (741)   (24,406)
    Taxes accrued                                              84,144     39,867
    Interest accrued                                           (5,232)    (4,776)
    Other working capital accounts                             (4,885)    17,969
  Decommissioning trust contributions                          (3,611)    (3,796)
  Other                                                       (10,049)     3,051
                                                             --------   --------                   
    Net cash flow provided by operating activities            308,207    304,501
                                                             --------   --------                    
Investing Activities:                                                           
  Construction expenditures                                   (77,319)  (107,708)
  Allowance for equity funds used during construction           1,527      2,855
  Nuclear fuel purchases                                      (45,493)         -
  Proceeds from sale/seaseback of nuclear fuel                 45,493          -
                                                             --------   --------                    
    Net cash flow used in investing activities                (75,792)  (104,853)
                                                             --------   --------                    
Financing Activities:                                                           
  Proceeds from the issuance of other long-term debt                -     19,946
  Retirement of:                                                                
    First mortgage bonds                                            -    (25,000)
    Other long-term debt                                         (239)      (240)
  Redemption of preferred stock                               (11,254)   (13,510)
  Changes in short-term borrowings                            (27,154)   (32,841)
  Dividends paid:                                                                
    Common stock                                             (134,000)   (90,400)
    Preferred stock                                           (15,896)   (17,285)
                                                             --------   --------                     
    Net cash flow used in financing activities               (188,543)  (159,330)
                                                             --------   --------                     
Net increase in cash and cash equivalents                      43,872     40,318
                                                                                 
Cash and cash equivalents at beginning of period               28,718     33,489
                                                             --------   --------                     
Cash and cash equivalents at end of period                    $72,590    $73,807
                                                             ========   ========                    
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                               
    Interest - net of amount capitalized                     $102,574   $100,081
    Income taxes                                              $63,296    $32,400
  Noncash investing and financing activities:                                    
   Capital lease obligations incurred                               -     $9,677
   Change in unrealized appreciation/depreciation of                             
       decommissioning trust assets                            $2,043       $184
                                                                                 
See Notes to Financial Statements.                                               
</TABLE>                                                      
<PAGE>                                                                  
                      LOUISIANA POWER & LIGHT COMPANY 
                               BALANCE SHEETS       
                  September 30, 1995 and December 31, 1994 
                                (Unaudited)   
                                                                  
                                                     1995             1994
                                                        (In Thousands)
                                                              
ASSETS                                                            
Utility Plant:                                                    
  Electric                                          $4,864,083     $4,778,126
  Electric plant under lease                           229,468        229,468
  Construction work in progress                         74,130         94,791
  Nuclear fuel under capital lease                      69,267         44,238
  Nuclear fuel                                          14,049          6,420
                                                     ---------      ---------
           Total                                     5,250,997      5,153,043
  Less - accumulated depreciation and                1,706,469      1,600,510
  amortization                                       ---------      ---------
           Utility plant - net                       3,544,528      3,552,533
                                                     ---------      --------- 
         
Other Property and Investments:                                   
  Nonutility property                                   20,060         20,060
  Decommissioning trust fund                            33,953         27,076
  Investment in subsidiary company - at equity          14,230         14,230
  Other                                                  1,087          1,078
                                                     ---------      ---------
           Total                                        69,330         62,444
                                                     ---------      --------- 
         
Current Assets:                                                   
  Cash and cash equivalents:                                      
    Cash                                                 3,720              -
    Temporary cash investments - at cost,                         
      which approximates market:                                  
    Associated companies                                 5,880              -
    Other                                               62,990         28,718
                                                     ---------      ---------
           Total cash and cash equivalents              72,590         28,718
  Accounts receivable:                                            
    Customer (less allowance for doubtful                         
    accounts of $1.2 million in 1995 and 1994)         103,913         58,858
    Associated companies                                 8,278          9,827
    Other                                                9,206         11,609
    Accrued unbilled revenues                           73,132         63,109
  Accumulated deferred income taxes                      6,079          3,702
  Materials and supplies - at average cost              90,342         89,692
  Rate deferrals                                        28,422         28,422
  Prepayments and other                                 14,931         28,528
                                                     ---------      ---------
           Total                                       406,893        322,465
                                                     ---------      --------- 
         
Deferred Debits and Other Assets:                                 
  Regulatory assets:                                              
    Rate deferrals                                       3,945         25,609
    SFAS 109 regulatory asset - net                    373,257        379,263
    Unamortized loss on reacquired debt                 40,508         43,656
    Other regulatory assets                             23,981         25,736
  Other                                                 25,989         23,733
                                                     ---------      ---------
           Total                                       467,680        497,997
                                                     ---------      --------- 
         
           TOTAL                                    $4,488,431     $4,435,439
                                                     =========      ========= 
   
See Notes to Financial Statements.                                
<PAGE>                                                                  
                                                                  
                      LOUISIANA POWER & LIGHT COMPANY 
                               BALANCE SHEETS         
                  September 30, 1995 and December 31, 1994 
                                (Unaudited)  
                                                                  
                                                     1995            1994
                                                         (In Thousands)
CAPITALIZATION AND LIABILITIES                          
Capitalization:                                                   
  Common stock, no par value, authorized                          
    250,000,000 shares; issued and outstanding                    
    165,173,180 shares in 1995 and 1994             $1,088,900     $1,088,900
  Capital stock expense and other                       (4,835)        (5,367)
  Retained earnings                                    145,206        113,420
                                                     ---------      ---------
           Total common shareholder's equity         1,229,271      1,196,953
  Preferred stock:                                                
    Without sinking fund                               160,500        160,500
    With sinking fund                                  100,009        111,265
  Long-term debt                                     1,368,386      1,403,055
                                                     ---------      ---------
           Total                                     2,858,166      2,871,773
                                                     ---------      --------- 
         
Other Noncurrent Liabilities:                                     
  Obligations under capital leases                      41,267         16,238
  Other                                                 53,679         54,216
                                                     ---------      ---------
           Total                                        94,946         70,454
                                                     ---------      --------- 
         
Current Liabilities:                                              
  Currently maturing long-term debt                    110,260         75,320
  Notes payable:                                                  
    Associated companies                                     -          7,954
    Other                                                    -         19,200
  Accounts payable:                                               
    Associated companies                                45,239         20,793
    Other                                               57,016         82,203
  Customer deposits                                     56,363         54,934
  Taxes accrued                                         82,284         (1,860)
  Interest accrued                                      37,755         42,987
  Dividends declared                                     5,239          5,489
  Deferred fuel cost                                     1,161         13,983
  Obligations under capital leases                      28,000         28,000
  Other                                                 13,718         20,156
                                                     ---------      ---------
           Total                                       437,035        369,159
                                                     ---------      ---------
         
Deferred Credits:                                                 
  Accumulated deferred income taxes                    862,417        883,945
  Accumulated deferred investment tax credits          146,977        151,259
  Deferred interest - Waterford 3 lease                 25,146         26,000
  obligation
  Other                                                 63,744         62,849
                                                     ---------      ---------
           Total                                     1,098,284      1,124,053
                                                     ---------      --------- 
         
Commitments and Contingencies (Notes 1 and 2)                     
                                                                  
           TOTAL                                    $4,488,431     $4,435,439
                                                     =========      ========= 
   
See Notes to Financial Statements.                                

<PAGE>
<TABLE>
<CAPTION>
                                                                    
                          MISSISSIPPI POWER & LIGHT COMPANY
                                STATEMENTS OF INCOME
          For the Three and Nine Months Ended September 30, 1995 and 1994
                                    (Unaudited)
                                                                
                                                  Three Months Ended         Nine Months Ended
                                                  1995           1994        1995         1994
                                                                  (In Thousands)
<S>                                             <C>           <C>          <C>          <C>                      
Operating Revenues                              $258,848      $234,274     $692,482     $651,481
                                                --------      --------     --------     --------
             
Operating Expenses:                                                                             
  Operation and maintenance:                                                                    
    Fuel and fuel-related expenses                62,557        53,097      130,431      117,710
    Purchased power                               55,696        59,155      183,706      182,035
    Other operation and maintenance               31,815        41,327      103,970      118,543
  Depreciation and amortization                    9,614         9,513       28,349       27,270
  Taxes other than income taxes                   13,139        11,275       34,222       32,011
  Income taxes                                    15,928        11,427       30,022       23,280
  Amortization of rate deferrals                  28,310        24,805       84,931       74,414
                                                --------      --------     --------     --------
        Total                                    217,059       210,599      595,631      575,263
                                                --------      --------     --------     --------
             
Operating Income                                  41,789        23,675       96,851       76,218
                                                --------      --------     --------     --------
             
Other Income (Deductions):                                                                      
  Allowance for equity funds used                                                               
   during construction                               235           365          763        1,386
  Miscellaneous - net                                413          (337)       1,270          (85)
  Income taxes                                      (158)          129         (486)          32
                                                --------      --------     --------     --------
        Total                                        490           157        1,547        1,333
                                                --------      --------     --------     -------- 
             
Interest Charges:                                                                               
  Interest on long-term debt                      12,451        11,882       35,399       35,999
  Other interest - net                               806         1,330        4,064        3,683
  Allowance for borrowed funds used                                                             
   during construction                              (206)         (236)        (645)        (889)
                                                --------      --------     --------     --------
        Total                                     13,051        12,976       38,818       38,793
                                                --------      --------     --------     -------- 
             
Net Income                                        29,228        10,856       59,580       38,758
                                                                                                
Preferred Stock Dividend Requirements                                                           
 and Other                                         2,917         1,797        6,168        5,827
                                                --------      --------     --------     --------
             
Earnings Applicable to Common Stock              $26,311        $9,059      $53,412      $32,931
                                                ========      ========     ========     ======== 
             
See Notes to Financial Statements.                                                              
                                                                    
</TABLE>
<PAGE>     
<TABLE>
<CAPTION>
                                                
                                                
                        MISSISSIPPI POWER & LIGHT COMPANY
                            STATEMENTS OF CASH FLOWS
                For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)
                                                                          
                                                             1995       1994
                                                              (In Thousands)
<S>                                                          <C>         <C>
Operating Activities:                                                           
  Net income                                                 $59,580     $38,758
  Noncash items included in net income:                                         
    Change in rate deferrals                                  78,772      92,135
    Depreciation and amortization                             28,349      27,270
    Deferred income taxes and investment tax credits         (24,436)    (22,092)
    Allowance for equity funds used during construction         (763)     (1,386)
  Changes in working capital:                                                   
    Receivables                                              (29,362)    (12,592)
    Fuel inventory                                            (3,327)      5,058
    Accounts payable                                          24,505      17,513
    Taxes accrued                                             24,979       9,361
    Interest accrued                                          (3,689)    (11,213)
    Other working capital accounts                           (16,475)        428
  Other                                                        1,273      11,129
                                                            --------    --------                    
    Net cash flow provided by operating activities           139,406     154,369
                                                            --------    --------                    
Investing Activities:                                                           
  Construction expenditures                                  (55,616)   (100,369)
  Allowance for equity funds used during construction            763       1,386
                                                            --------    --------                    
    Net cash flow used in investing activities               (54,853)    (98,983)
                                                            --------    --------                    
Financing Activities:                                                           
  Proceeds from the issuance of:                                                
    General and refunding bonds                               79,480      24,534
    Other long-term debt                                           -      15,652
  Retirement of:                                                                
    General and refunding bonds                              (30,000)    (30,000)
    First mortgage bonds                                     (20,000)    (18,000)
    Other long-term debt                                        (965)    (16,045)
  Redemption of preferred stock                              (15,000)    (15,000)
  Changes in short-term borrowings                           (30,000)     18,432
  Dividends paid:                                                               
    Common stock                                             (35,400)    (28,000)
    Preferred stock                                           (4,782)     (5,851)
                                                            --------    --------                    
    Net cash flow used in financing activities               (56,667)    (54,278)
                                                            --------    --------                    
Net increase in cash and cash equivalents                     27,886       1,108
                                                                                
Cash and cash equivalents at beginning of period               9,598       7,999
                                                            --------    --------                    
Cash and cash equivalents at end of period                   $37,484      $9,107
                                                            ========    ========                    
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                              
    Interest - net of amount capitalized                     $41,304     $48,664
    Income taxes                                             $27,413     $19,007
                                                                                
See Notes to Financial Statements.                                              
</TABLE>                                                         
<PAGE>                                                                  
                                                                  
                                                                  
                     MISSISSIPPI POWER & LIGHT COMPANY 
                               BALANCE SHEETS          
                  September 30, 1995 and December 31, 1994
                                (Unaudited)
                                              
                                                     1995             1994
                                                        (In Thousands)
                                                              
ASSETS                                                            
Utility Plant:                                                    
  Electric                                          $1,543,888     $1,475,322
  Construction work in progress                         51,336         67,119
                                                     ---------      ---------
           Total                                     1,595,224      1,542,441
  Less - accumulated depreciation and                  607,407        582,514
  amortization                                       ---------      ---------
           Utility plant - net                         987,817        959,927
                                                     ---------      --------- 
         
Other Property and Investments:                                   
  Investment in subsidiary company - at equity           5,531          5,531
  Other                                                  5,617          5,624
                                                     ---------      ---------
           Total                                        11,148         11,155
                                                     ---------      ---------
         
Current Assets:                                                   
  Cash and cash equivalents:                                      
    Cash                                                 5,770          5,080
    Temporary cash investments - at cost,                         
      which approximates market                                   
     Associated companies                                4,797            276
     Other                                              26,917          4,242
           Total cash and cash equivalents              37,484          9,598
  Accounts receivable:                                            
    Customer (less allowance for doubtful                         
    accounts of $2.1 million in 1995 and 1994)          61,911         43,846
    Associated companies                                 4,566          4,680
    Other                                                1,968          2,789
    Accrued unbilled revenues                           52,105         39,873
  Fuel inventory - at average cost                       8,107          4,780
  Materials and supplies - at average cost              21,237         20,642
  Rate deferrals                                       126,378        106,538
  Prepayments and other                                  7,484         10,672
                                                     ---------      ---------
            Total                                      321,240        243,418
                                                     ---------      ---------  
         
Deferred Debits and Other Assets:                                 
  Regulatory assets:                                              
    Rate deferrals                                     287,108        385,720
    Unamortized loss on reacquired debt                  9,557         10,488
    Other regulatory assets                              9,385         10,168
  Other                                                  8,000          8,569
                                                     ---------      ---------
            Total                                      314,050        414,945
                                                     ---------      --------- 
         
            TOTAL                                   $1,634,255     $1,629,445
                                                     =========      ========= 
   
See Notes to Financial Statements.                                
<PAGE>                                                                  
                                                                  
                     MISSISSIPPI POWER & LIGHT COMPANY 
                               BALANCE SHEETS          
                  September 30, 1995 and December 31, 1994  
                                (Unaudited)
                                                
                                                     1995            1994
                                                        (In Thousands)
                                                              
CAPITALIZATION AND LIABILITIES                                    
Capitalization:                                                   
  Common stock, no par value, authorized                          
    15,000,000 shares; issued and outstanding                     
    8,666,357 shares in 1995 and 1994                 $199,326       $199,326
  Capital stock expense and other                         (218)        (1,762)
  Retained earnings                                    250,023        232,011
                                                     ---------      ---------
            Total common shareholder's equity          449,131        429,575
  Preferred stock:                                                
    Without sinking fund                                57,881         57,881
    With sinking fund                                   16,770         31,770
  Long-term debt                                       504,358        475,233
                                                     ---------      ---------
            Total                                    1,028,140        994,459
                                                     ---------      --------- 
         
Other Noncurrent Liabilities:                                     
  Obligations under capital leases                         456            552
  Other                                                  8,345          8,984
                                                     ---------      ---------
            Total                                        8,801          9,536
                                                     ---------      --------- 
         
Current Liabilities:                                              
  Currently maturing long-term debt                     66,015         65,965
  Notes payable                                              -         30,000
  Accounts payable:                                               
    Associated companies                                27,340          2,350
    Other                                               29,720         30,205
  Customer deposits                                     24,062         22,793
  Taxes accrued                                         45,800         20,821
  Accumulated deferred income taxes                     52,426         47,515
  Interest accrued                                      16,688         20,377
  Dividends declared                                     1,468          1,626
  Other                                                  8,357         28,692
                                                     ---------      ---------
            Total                                      271,876        270,344
                                                     ---------      ---------
         
Deferred Credits:                                                 
  Accumulated deferred income taxes                    276,791        301,288
  Accumulated deferred investment tax credits           28,366         29,528
  SFAS 109 regulatory liability - net                    9,410         13,099
  Other                                                 10,871         11,191
                                                     ---------      ---------
            Total                                      325,438        355,106
                                                     ---------      --------- 
         
Commitments and Contingencies (Notes 1 and 2)                     
                                                                  
            TOTAL                                   $1,634,255     $1,629,445
                                                     =========      ========= 
   
See Notes to Financial Statements.                                
                                                                  

<PAGE>
<TABLE>
<CAPTION>
                                                                    
                                                                    
                            NEW ORLEANS PUBLIC SERVICE INC.
                                 STATEMENTS OF INCOME
              For the Three and Nine Months Ended September 30, 1995 and 1994
                                    (Unaudited)
                                                                                             
                                                    Three Months Ended          Nine Months Ended
                                                    1995           1994         1995         1994
                                                                   (In Thousands)
<S>                                               <C>           <C>          <C>          <C>                    
Operating Revenues:                                                                               
  Electric                                        $134,855      $120,354     $310,065     $306,826
  Natural gas                                       11,865        13,220       58,207       68,238
                                                  --------      --------     --------     --------        
        Total                                      146,720       133,574      368,272      375,064
                                                  --------      --------     --------     --------
               
Operating Expenses:                                                                               
  Operation and maintenance:                                                                      
    Fuel, fuel-related expenses,                                                                  
     and gas purchased for resale                   29,649        23,814       75,088       83,773
    Purchased power                                 40,850        42,999      114,777      115,940
    Other operation and maintenance                 22,409        23,444       56,324       63,404
  Depreciation and amortization                      4,898         4,903       14,512       14,356
  Taxes other than income taxes                      7,425         7,206       21,259       21,137
  Income taxes                                       9,915         8,829       18,110       17,003
 Amortization of rate deferrals                     10,489         6,438       23,754       19,171
                                                  --------      --------     --------     --------
        Total                                      125,635       117,633      323,824      334,784
                                                  --------      --------     --------     --------
               
Operating Income                                    21,085        15,941       44,448       40,280
                                                  --------      --------     --------     --------
               
Other Income (Deductions):                                                                        
  Allowance for equity funds used                                                                 
    during construction                                 43            60          104          297
  Miscellaneous - net                                  504           499          993        1,483
  Income taxes                                        (194)         (192)        (382)        (901)
                                                  --------      --------     --------     --------
        Total                                          353           367          715          879
                                                  --------      --------     --------     --------
               
Interest Charges:                                                                                 
  Interest on long-term debt                         4,023         4,148       11,896       12,957
  Other interest - net                                 588           272        1,555          865
  Allowance for borrowed funds used                                                               
    during construction                                (35)          (45)         (83)        (221)
                                                  --------      --------     --------     --------
        Total                                        4,576         4,375       13,368       13,601
                                                  --------      --------     --------     --------
               
Net Income                                          16,862        11,933       31,795       27,558
                                                                                                  
Preferred Stock Dividend Requirements                                                             
  and Other                                            318           329        1,035        1,162
                                                  --------      --------     --------     --------
               
Earnings Applicable to Common Stock                $16,544       $11,604      $30,760      $26,396
                                                  ========      ========     ========     ========
               
See Notes to Financial Statements.                                                                
                                                                    
</TABLE>
<PAGE>     
<TABLE>
<CAPTION>
                                                
                                                
                           NEW ORLEANS PUBLIC SERVICE INC.
                              STATEMENTS OF CASH FLOWS
                For the Nine Months Ended September 30, 1995 and 1994
                                   (Unaudited)
                                                                        
                                                           1995       1994
                                                            (In Thousands)
<S>                                                        <C>         <C>
Operating Activities:                                                         
  Net income                                               $31,795     $27,558
  Noncash items included in net income:                                       
    Change in rate deferrals                                23,211      17,499
    Depreciation and amortization                           14,512      14,356
    Deferred income taxes and investment tax credits        (5,853)    (15,705)
    Allowance for equity funds used during construction       (104)       (297)
  Changes in working capital:                                                 
    Receivables                                            (20,681)      1,957
    Accounts payable                                        14,100      (3,718)
    Taxes accrued                                           11,525       1,677
    Interest accrued                                          (279)       (960)
    Income tax refund                                       20,172           -
    Other working capital accounts                          (4,328)     13,534
  Other                                                    (13,380)      5,050
                                                          --------    --------                    
    Net cash flow provided by operating activities          70,690      60,951
                                                          --------    --------                    
Investing Activities:                                                         
  Construction expenditures                                (14,637)    (16,269)
  Allowance for equity funds used during construction          104         297
                                                          --------    --------                    
    Net cash flow used in investing activities             (14,533)    (15,972)
                                                          --------    --------                    
Financing Activities:                                                         
  Proceeds from the issuance of general                                       
    and refunding bonds                                     29,805           -
  Retirement of general and refunding bonds                (24,200)    (15,000)
  Redemption of preferred stock                             (1,500)     (1,500)
  Dividends paid:                                                             
    Common stock                                           (14,100)    (14,400)
    Preferred stock                                         (1,046)     (1,220)
                                                          --------    --------                    
   Net cash flow used in financing activities              (11,041)    (32,120)
                                                          --------    --------                    
Net increase in cash and cash equivalents                   45,116      12,859
                                                                              
Cash and cash equivalents at beginning of period             8,031      43,317
                                                          --------    --------                    
Cash and cash equivalents at end of period                 $53,147     $56,176
                                                          ========    ========                    
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                            
    Interest - net of amount capitalized                   $13,173     $14,213
    Income taxes (refund) - net                            ($6,469)    $32,115
                                                                              
See Notes to Financial Statements.                                            
</TABLE>                                                
<PAGE>                                                                  
                                                                  
                      NEW ORLEANS PUBLIC SERVICE INC.
                               BALANCE SHEETS         
                  September 30, 1995 and December 31, 1994  
                                (Unaudited)
                                              
                                                     1995             1994
                                                        (In Thousands)
ASSETS                                                            
Utility Plant:                                                    
  Electric                                            $479,206       $470,560
  Natural gas                                          120,977        119,508
  Construction work in progress                         11,728          7,284
                                                      --------       --------
           Total                                       611,911        597,352
  Less - accumulated depreciation and                  331,185        319,576
  amortization                                        --------       --------
           Utility plant - net                         280,726        277,776
                                                      --------       -------- 
        
Other Investments:                                                
  Investment in subsidiary company - at equity           3,259          3,259
                                                      --------       -------- 
Current Assets:                                                   
  Cash and cash equivalents:                                      
    Cash                                                 2,161            849
    Temporary cash investments - at cost,                         
      which approximates market:                                  
        Associated companies                             7,711          2,472
        Other                                           43,275          4,710
                                                      --------       --------
           Total cash and cash equivalents              53,147          8,031
  Accounts receivable:                                            
    Customer (less allowance for doubtful                         
    accounts of
      $0.8 million in 1995 and 1994)                    43,856         23,938
    Associated companies                                   150          3,503
    Other                                                  516            600
    Accrued unbilled revenues                           18,495         14,295
  Deferred electric fuel and resale gas costs            1,455            856
  Materials and supplies - at average cost               9,400          9,676
  Rate deferrals                                        35,549         31,544
  Income tax receivable                                      -         20,172
  Prepayments and other                                  7,792          5,636
                                                       -------        -------
           Total                                       170,360        118,251
                                                       -------        -------
   
Deferred Debits and Other Assets:                                 
  Regulatory assets:                                              
    Rate deferrals                                     145,911        173,127
    SFAS 109 regulatory asset - net                      9,463          8,792
    Unamortized loss on reacquired debt                  2,039          2,361
    Other regulatory assets                              5,647          5,647
  Other                                                  3,890          3,681
                                                       -------        -------
           Total                                       166,950        193,608
                                                       -------        ------- 
           TOTAL                                      $621,295       $592,894
                                                       =======        =======   
See Notes to Financial Statements.                                
                                                                  
<PAGE>
                      NEW ORLEANS PUBLIC SERVICE INC.
                               BALANCE SHEETS         
                  September 30, 1995 and December 31, 1994 
                                (Unaudited)
                                      
                                                     1995             1994
                                                        (In Thousands)
                                                              
CAPITALIZATION AND LIABILITIES                                    
Capitalization:                                                   
  Common stock, $4 par value, authorized                          
    10,000,000 shares; issued and outstanding                     
    8,435,900 shares in 1995 and 1994                  $33,744        $33,744
  Paid-in capital                                       36,247         36,201
  Retained earnings subsequent to the elimination of
    the accumulated deficit on November 30, 1988        95,545         78,886
                                                       -------        -------
           Total common shareholder's equity           165,536        148,831
  Preferred stock:                                                
    Without sinking fund                                19,780         19,780
    With sinking fund                                    1,950          3,450
  Long-term debt                                       155,946        164,160
                                                       -------        -------
           Total                                       343,212        336,221
                                                       -------        -------
                                                       
Other Noncurrent Liabilities                            17,336         19,063
                                                       -------        -------
Current Liabilities:                                              
  Currently maturing long-term debt                     38,250         24,200
  Accounts payable:                                               
    Associated companies                                18,915          6,456
    Other                                               21,143         19,503
  Customer deposits                                     18,396         17,422
  Accumulated deferred income taxes                      4,980          4,925
  Taxes accrued                                         13,854          2,329
  Interest accrued                                       4,963          5,242
  Other                                                 17,159         19,982
                                                       -------        -------
           Total                                       137,660        100,059
                                                       -------        ------- 
Deferred Credits:                                                 
  Accumulated deferred income taxes                     84,485         89,246
  Accumulated deferred investment tax credits            8,775          9,251
  Other                                                 29,827         39,054
                                                       -------        -------
           Total                                       123,087        137,551
                                                       -------        -------
Commitments and Contingencies (Note 1)                            
                                                                  
           TOTAL                                      $621,295       $592,894
                                                       =======        =======
See Notes to Financial Statements.                                
                                                                  

<PAGE>
<TABLE>
<CAPTION>
                                                                    
                                                                    
                              SYSTEM ENERGY RESOURCES, INC.
                                  STATEMENTS OF INCOME
           For the Three and Nine Months Ended September 30, 1995 and 1994
                                      (Unaudited)
                                                                
                                                         Three Months Ended        Nine Months Ended
                                                        1995           1994        1995         1994
                                                                        (In Thousands)
<S>                                                   <C>           <C>          <C>          <C>                    
Operating Revenues                                    $144,758      $150,949     $455,054     $450,015
                                                      --------      --------     --------     --------
                   
Operating Expenses:                                                                                   
  Operation and maintenance:                                                                          
    Fuel and fuel-related expenses                      11,194        11,440       27,090       35,661
    Nuclear refueling outage expenses                    4,571             -       25,857            -
    Other operation and maintenance                     21,154        26,829       70,056       74,320
  Depreciation, amortization, and decommissioning       24,530        23,026       74,463       68,993
  Taxes other than income taxes                          6,590         5,637       20,788       19,155
  Income taxes                                          19,056        18,148       57,775       55,896
                                                      --------      --------     --------     --------
        Total                                           87,095        85,080      276,029      254,025
                                                      --------      --------     --------     --------
                   
Operating Income                                        57,663        65,869      179,025      195,990
                                                      --------      --------     --------     --------
                   
Other Income (Deductions):                                                                            
  Allowance for equity funds used                                                                     
   during construction                                     479           101        1,511          735
  Miscellaneous - net                                      783         2,025        2,525        4,641
  Income taxes                                             448           569        1,500         (470)
                                                      --------      --------     --------     --------
        Total                                            1,710         2,695        5,536        4,906
                                                      --------      --------     --------     --------
                   
Interest Charges:                                                                                     
  Interest on long-term debt                            34,557        43,790      110,153      129,088
  Other interest - net                                   1,952            18        6,269        1,051
  Allowance for borrowed funds used                                                                   
   during construction                                    (502)         (178)      (1,594)        (938)
                                                      --------      --------     --------     --------
        Total                                           36,007        43,630      114,828      129,201
                                                      --------      --------     --------     --------
                   
Net Income                                             $23,366       $24,934      $69,733      $71,695
                                                      ========      ========     ========     ======== 
                   
See Notes to Financial Statements.                                                                    
</TABLE>                                                   
<PAGE>     
<TABLE>
<CAPTION>
                                                
                                                
                          SYSTEM ENERGY RESOURCES, INC.
                            STATEMENTS OF CASH FLOWS
             For the Nine Months Ended September 30, 1995 and 1994
                                  (Unaudited)
                                                                                
                                                                   1995       1994
                                                                    (In Thousands)
<S>                                                               <C>         <C>
Operating Activities:                                                                 
  Net income                                                       $69,733     $71,695
  Noncash items included in net income:                                               
    Depreciation, amortization, and decommissioning                 74,463      68,993
    Deferred income taxes and investment tax credits               (11,378)     16,535
    Allowance for equity funds used during construction             (1,511)       (735)
  Changes in working capital:                                                         
    Receivables                                                    (56,341)     (3,994)
    Accounts payable                                               (25,063)      8,469
    Taxes accrued                                                      672       4,770
    Interest accrued                                                (4,281)     (1,457)
    Other working capital accounts                                 (23,343)     (1,474)
  Recoverable income taxes                                               -      32,940
  Decommissioning trust contributions                               (4,055)     (3,764)
  Other                                                             32,303      14,893
                                                                  --------    --------                    
    Net cash flow provided by operating activities                  51,199     206,871
                                                                  --------    --------                    
Investing Activities:                                                                 
  Construction expenditures                                        (19,524)    (12,254)
  Allowance for equity funds used during construction                1,511         735
  Nuclear fuel purchases                                           (52,188)        (54)
  Proceeds from sale/leaseback of nuclear fuel                      52,188           -
                                                                  --------    --------                    
    Net cash flow used in investing activities                     (18,013)    (11,573)
                                                                  --------    --------                    
Financing Activities:                                                                 
  Proceeds from the issuance of:                                                      
     First mortgage bonds                                                -      59,410
     Other long-term debt                                           43,538           -
  Retirement of:                                                                      
     First mortgage bonds                                                -     (60,000)
     Other long-term debt                                          (45,320)          -
     Premium and expenses paid on refinancing sale/leaseback bonds       -     (47,602)
  Common stock dividends paid                                      (69,500)   (124,300)
                                                                  --------    --------                    
    Net cash flow used in financing activities                     (71,282)   (172,492)
                                                                  --------    --------                    
Net (decrease)increase in cash and cash equivalents                (38,096)     22,806
                                                                                      
Cash and cash equivalents at beginning of period                    89,703     196,132
                                                                  --------    --------                    
Cash and cash equivalents at end of period                         $51,607    $218,938
                                                                  ========    ========                    
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:                                                    
    Interest - net of amount capitalized                          $114,514    $125,519
    Income taxes (refund) - net                                    $65,637     ($3,477)
  Noncash investing and financing activities:                                         
    Change in unrealized appreciation/depreciation of                                 
    decommissioning trust assets                                    $2,629        $212
                                                                                      
See Notes to Financial Statements.                                                    
                                                                                      
</TABLE>                                   
<PAGE>                                                                  
                                                                  
                       SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS       
                  September 30, 1995 and December 31, 1994 
                                (Unaudited)    
                                                                  
                                                     1995             1994
                                                        (In Thousands)
                                                              
ASSETS                                                            
Utility Plant:                                                    
  Electric                                          $2,969,233     $2,939,384
  Electric plant under lease                           443,257        439,378
  Construction work in progress                         32,311         46,547
  Nuclear fuel under capital lease                      81,586         46,688
  Nuclear fuel                                               -         26,360
                                                     ---------      ---------
           Total                                     3,526,387      3,498,357
  Less - accumulated depreciation and                  828,374        751,717
  amortization                                       ---------      ---------
           Utility plant - net                       2,698,013      2,746,640
                                                     ---------      --------- 
Other Investments:                                                
  Decommissioning trust fund                            38,606         30,359
                                                                  
Current Assets:                                                   
  Cash and cash equivalents:                                      
    Cash                                                   212              -
    Temporary cash investments - at cost,                         
      which approximates market:                                  
        Associated companies                             7,773          5,489
        Other                                           43,622         84,214
                                                     ---------      ---------
           Total cash and cash equivalents              51,607         89,703
  Accounts receivable:                                            
    Associated companies                                63,984          7,450
    Other                                                3,219          3,412
  Materials and supplies - at average cost              69,178         71,991
  Prepayments and other                                 13,878          5,429
                                                     ---------      ---------
           Total                                       201,866        177,985
                                                     ---------      ---------
             
Deferred Debits and Other Assets:                                 
  Regulatory assets:                                              
    SFAS 109 regulatory asset - net                    389,422        389,264
    Unamortized loss on reacquired debt                 53,793         54,577
    Other regulatory assets                            201,346        199,080
  Other                                                 14,931         15,454
                                                     ---------      ---------
           Total                                       659,492        658,375
                                                     ---------      ---------
                                                     
           TOTAL                                    $3,597,977     $3,613,359
                                                     =========      =========
See Notes to Financial Statements.                                
                                                                  
<PAGE>                                                                  
                       SYSTEM ENERGY RESOURCES, INC.   
                               BALANCE SHEETS          
                  September 30, 1995 and December 31, 1994   
                                (Unaudited)
                                      
                                                                       
                                                     1995             1994
                                                        (In Thousands)
                                                              
CAPITALIZATION AND LIABILITIES                                    
Capitalization:                                                   
  Common stock, no par value, authorized                          
    1,000,000 shares; issued and outstanding                      
    789,350 shares in 1995 and 1994                   $789,350       $789,350
  Paid-in capital                                            7              7
  Retained earnings                                     85,914         85,681
                                                     ---------      ---------
           Total common shareholder's equity           875,271        875,038
  Long-term debt                                     1,189,720      1,438,305
                                                     ---------      ---------
           Total                                     2,064,991      2,313,343
                                                     ---------      ---------
Other Noncurrent Liabilities:                                     
  Obligations under capital leases                      53,585         18,688
  Other                                                 17,447         14,342
                                                     ---------      ---------
           Total                                        71,032         33,030
                                                     ---------      --------- 
Current Liabilities:                                              
  Currently maturing long-term debt                    355,000        105,000
  Accounts payable:                                               
    Associated companies                                17,560         32,272
    Other                                               12,853         23,204
  Taxes accrued                                         36,054         35,382
  Interest accrued                                      36,515         40,796
  Obligations under capital leases                      28,000         28,000
  Other                                                  2,087         19,794
                                                     ---------      ---------
          Total                                        488,069        284,448
                                                     ---------      ---------
Deferred Credits:                                                 
  Accumulated deferred income taxes                    734,438        746,502
  Accumulated deferred investment tax credits          107,977        110,584
  FERC Settlement - refund obligation                   57,775         60,388
  Other                                                 73,695         65,064
                                                     ---------      ---------
          Total                                        973,885        982,538
                                                     ---------      ---------
Commitments and Contingencies (Notes 1 and 2)                     
                                                                  
          TOTAL                                     $3,597,977     $3,613,359
                                                     =========      =========
See Notes to Financial Statements.                                
                                                                  

<PAGE>              
              
              ENTERGY CORPORATION AND SUBSIDIARIES
                 ARKANSAS POWER & LIGHT COMPANY
                  GULF STATES UTILITIES COMPANY
                 LOUISIANA POWER & LIGHT COMPANY
                MISSISSIPPI POWER & LIGHT COMPANY
                 NEW ORLEANS PUBLIC SERVICE INC.
                  SYSTEM ENERGY RESOURCES, INC.
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Unaudited)


NOTE 1.  COMMITMENTS AND CONTINGENCIES

Cajun - River Bend  (Entergy Corporation and GSU)

      GSU  has  significant  business relationships  with  Cajun,
including  co-ownership of River Bend and Big Cajun  2,  Unit  3.
GSU  and Cajun, respectively, own 70% and 30% undivided interests
in River Bend and 42% and 58% undivided interests in Big Cajun 2,
Unit 3.

      In June 1989, Cajun filed a civil action  against GSU in the
United States District Court for the Eastern District of Louisiana
(District  Court).  Cajun's  complaint  seeks  to  annul, rescind,
terminate  and/or dissolve   the   Joint  Ownership  Participation
and Operating Agreement entered into on August 28, 1979 (Operating
Agreement) relating to River Bend.  The suit also seeks to recover
as damages Cajun's alleged $1.6  billion investment  in  the  unit
plus attorneys' fees, interest and costs.  Two member cooperatives
of  Cajun  have  brought  an  independent  action  to  declare the
Operating Agreement  void,  based  upon failure to get prior  LPSC
approval alleged  to  be  necessary.  GSU  believes the suits  are
without  merit  and  is  contesting  them  vigorously.   If GSU is
ultimately unsuccessful in this litigation and is required to  pay
substantial  damages, GSU  would probably be unable to  make  such
payments  and  could be  forced to seek relief from its  creditors
under the United States Bankruptcy Code.

      A  trial on the portion of the suit by  Cajun to rescind the
Operating  Agreement which began in April 1994  was  completed  in
March  1995.   On October 24, 1995, the District  Court  issued  a
memorandum  opinion ruling in favor of GSU.  The   District  Court
found  that Cajun did not prove that GSU fraudulently  induced  it
to execute the Operating Agreement and that Cajun failed to timely
assert  its  claim.  A final judgment  will be  entered  when  the
District  Court  issues  its  detailed  written opinions.   It  is
uncertain when the District  Court Judge's final opinion  will  be
entered, or whether Cajun will appeal the decision.

      Cajun  has  not  paid  its  full share  of  capital  costs,
operating  and maintenance expenses and other costs  for  repairs
and  improvements  to  River  Bend since  1992.   Cajun's  unpaid
portion   of  River  Bend  operating  and  maintenance   expenses
(including  nuclear fuel) and capital costs for  the  first  nine
months  of  1995 was approximately $42.8 million.  The cumulative
cost  to GSU resulting from Cajun's failure to pay its full share
of  River  Bend-related costs, reduced by the proceeds  from  the
sale  by  GSU  of  Cajun's share of River Bend power,  was  $59.1
million as of September 30, 1995, compared with $49 million as of
December  31,  1994.   These amounts are reflected  in  long-term
receivables with an offsetting reserve in other deferred credits.
Cajun's bankruptcy may affect the ultimate collectibility of  the
amounts owed to GSU, including any amounts that may be awarded in
litigation.

      See Note 8 of Entergy Corporation's and GSU's Form 10-K for
additional  information regarding the Cajun  litigation,  Cajun's
December  21,  1994 bankruptcy filing,  related filings  and  the
ongoing potential effects of these matters upon GSU.

      In  the  bankruptcy proceedings, Cajun filed  a  motion  to
reject   the  Operating  Agreement  as  a  burdensome   executory
contract.   GSU responded on January 10, 1995, with a  memorandum
opposing  Cajun's motion.  If the District Court  were  to  grant
Cajun's motion to reject the Operating Agreement, Cajun would  be
relieved  of its financial obligations under the contract,  while
GSU would likely have a substantial damage claim arising from any
such  rejection.   Although GSU believes that Cajun's  motion  to
reject  the  Operating  Agreement is without  merit,  it  is  not
possible  to  predict  the outcome or ultimate  impact  of  these
proceedings.

Cajun - Transmission Service  (Entergy Corporation and GSU)

     In orders issued on August 3, 1995, and October 2, 1995, the
FERC affirmed the ALJ's April 1995 ruling in the remanded portion
of GSU's and Cajun's ongoing transmission service charge disputes
before  the FERC.  Both GSU and Cajun have petitioned for  appeal
to the D.C Circuit.

     Under GSU's interpretation of a 1992 FERC order, as modified
by  its  August 3, 1995, and October 2, 1995 orders, Cajun  would
owe  GSU  approximately $63.3 million as of  September 30,  1995.
GSU  further estimates that if it were to prevail in its May 1992
motion   for  rehearing  and  on  certain  other  issues  decided
adversely  to GSU in the February 1995, August 1995  and  October
1995  FERC  orders, which GSU has appealed, Cajun would  owe  GSU
approximately $140.3 million as of September 30, 1995.  If  Cajun
were to prevail in its May 1992 motion for rehearing to FERC, and
if  GSU  were not to prevail in its May 1992 motion for rehearing
to  FERC,  and if Cajun were to prevail in appealing  the  FERC's
August and October 1995 orders, GSU estimates it would owe  Cajun
approximately $92.1 million as of September 30, 1995.  The  above
amounts  are  exclusive of a $7.3 million  payment  by  Cajun  on
December  31,  1990, which the parties agreed  to  apply  to  the
disputed transmission service charges.  Pending FERC's ruling  on
the  May  1992 motions for rehearing, GSU has continued  to  bill
Cajun  utilizing  the  historical  billing  methodology  and  has
recorded  underpaid transmission charges, including interest,  in
the  amount  of  $169.7 million as of September 30,  1995.   This
amount  is  reflected in long-term receivables with an offsetting
reserve in other deferred credits.  Cajun's bankruptcy may affect
GSU's  collection of the above amounts.  The FERC has  determined
that the collection of the pre-petition debt of Cajun is an issue
properly  decided in the bankruptcy proceeding.   For  additional
information  regarding  the  GSU and Cajun  transmission  service
charge  disputes, see Note 8 to Entergy Corporation's  and  GSU's
Form 10-K.

Nonregulated Investments  (Entergy Corporation)

       On  March  31,  1995,  Entergy  Corporation,  through  its
subsidiary,  Entergy  Power Development Company  (EPDC),  entered
into  an  agreement  with  Enron  Power  Development  Corporation
(Enron),  a  subsidiary of Enron Corporation, to  acquire  a  20%
interest  in  the Dabhol Power Project (Project), a 695  megawatt
combined  cycle  facility located in the  State  of  Maharashtra,
India.

       Subsequent to entering into the agreement with Enron,  the
newly-elected  Maharashtra  state  government  investigated   the
Project  and its related cost of power.  On August 3,  1995,  the
Chief  Minister  of  Maharashtra stated that  the  government  of
Maharashtra  had  decided  to suspend  the  first  phase  of  the
Project, the 695 megawatt facility, and "scrap" the second  phase
of  the  Project, a 1,320 megawatt facility, and  indicated  that
orders  to  stop  work would be issued.  In September  1995,  the
Maharashtra  state  government announced its decision  to  resume
discussions with Enron regarding the Project.

     On September 11, 1995, EPDC and Enron amended their original
agreement  entered into on March 31, 1995.  The amended agreement
provides EPDC with an option to participate in the Project  under
the original terms of the agreement, with the option expiring  on
May  1, 1996.  Enron may sell the 20% interest to any third party
provided  that  EPDC has not notified Enron  in  writing  of  its
desire to exercise the option.  In addition the amended agreement
resulted  in  the  return  of  EPDC's  $20.5  million  investment
previously held in escrow.

Capital  Requirements and Financing  (Entergy Corporation,  AP&L,
GSU, LP&L, MP&L, NOPSI and System Energy)

      See Note 8 to Entergy Corporation's, AP&L's, GSU's, LP&L's,
MP&L's  and NOPSI's Form 10-K and Note 7 to System Energy's  Form
10-K  for  information  on  the System operating  companies'  and
System  Energy's  construction  expenditures  (excluding  nuclear
fuel)  for the years 1995, 1996 and 1997, and long-term debt  and
preferred stock maturities and cash sinking fund requirements for
the period 1995-1999.

Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs
(Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI and System
Energy)

      See Note 8 to Entergy Corporation's, AP&L's, GSU's, LP&L's,
MP&L's  and NOPSI's Form 10-K and Note 7 to System Energy's  Form
10-K   for   information  on  nuclear  liability,  property   and
replacement   power  insurance,  related  NRC  regulations,   the
disposal  of  spent  nuclear fuel, other  high-level  radioactive
waste  and decommissioning costs associated with ANO, River Bend,
Waterford 3 and Grand Gulf 1.

     The staff of the SEC has questioned certain of the financial
accounting  practices of the electric utility industry  regarding
the    recognition,    measurement    and    classification    of
decommissioning  costs  for nuclear generating  stations  in  the
financial statements of electric utilities.  In response to these
questions,   the   FASB   is   reviewing   the   accounting   for
decommissioning.  In June 1995, the FASB reaffirmed its tentative
conclusions on measurement issues in accounting for the liability
for  the  decommissioning  of nuclear  power  plants.   The  FASB
supports measurement of the liability based on discounted  future
cash  flows.   Those future cash flows should  be  determined  by
estimating   current   costs   and   adjusting   for   inflation,
efficiencies  that  may  be gained from experience  with  similar
activities  and  consideration of reasonable future  advances  in
technology.   The  FASB  also  concluded  that  changes  in   the
decommissioning liability resulting from changes  in  assumptions
should be recognized with a corresponding adjustment to the plant
asset,  and  depreciation  should be revised  prospectively.   In
addition,  the  FASB  concluded that the asset  recognized  as  a
result  of  recognizing the decommissioning liability  should  be
presented  with  other  plant costs on the  financial  statements
because  the  cost of decommissioning the plant is recognized  as
part  of  the total cost of the plant asset.  Subsequent  to  the
FASB  reaching the above tentative conclusions, the scope of  the
FASB's  review  was expanded to consider not only the  accounting
for decommissioning liabilities, but also liabilities related  to
the closure and removal of all long-lived assets.

      If  current electric utility industry accounting  practices
with  respect  to  nuclear decommissioning  are  changed,  annual
provisions for decommissioning could increase, the estimated cost
for  decommissioning could be recorded as a liability rather than
as   accumulated   depreciation  and  trust  fund   income   from
decommissioning  trusts could be reported  as  investment  income
rather than as a reduction to decommissioning expense.

ANO Matters  (Entergy Corporation and AP&L)

     See Note 8 to Entergy Corporation's and AP&L's Form 10-K for
information on leaks in certain steam generator tubes  at  ANO  2
that were discovered and repaired during an outage in March 1992.
Further  inspections  and  repairs were conducted  at  subsequent
refueling  and  mid-cycle  outages  including  the  most   recent
refueling outage in October 1995.  Beginning in January 1995, ANO
2's output was reduced 15 megawatts or 1.6% due to secondary side
fouling,  tube  plugging  and reduction of  primary  temperature.
During  the  October 1995 inspection, additional  cracks  in  the
tubes were discovered.  The unit may be approaching the limit for
the  number of steam generator tubes that can be plugged with the
unit  in  operation.   If  the  currently  established  limit  is
reached,  Entergy  Operations could  be  required  during  future
outages  to  insert sleeves in some of the steam generator  tubes
which  were  previously plugged.  Entergy Operations  is  in  the
process  of  gathering information and assessing various  options
for  the  repair or the replacement of ANO 2's steam  generators.
Certain   of   these  options  could,  in  the  future,   require
significant   capital  expenditures  and  result  in   additional
outages.  Entergy Operations periodically meets with the  NRC  to
discuss  the  results of inspections of the generator  tubes,  as
well as the timing of future inspections.

Environmental Issues

(AP&L)

      In  May  1995, AP&L was named as a defendant in a  suit  by
Reynolds Metals Company (Reynolds), seeking to recover a share of
the costs associated with the clean-up of hazardous substances at
a  site south of Arkadelphia, Arkansas.  Reynolds alleges that it
has  spent $11.2 million to clean-up the site, and that the  site
was  contaminated  in part with PCBs for which  AP&L  bears  some
responsibility.  AP&L, voluntarily, at its expense,  has  already
completed  remediation at a nearby substation site  and  believes
that  it  has no liability for contamination at the site that  is
subject  to  the  Reynolds  suit and is contesting  the  lawsuit.
Regardless  of  the  outcome, AP&L does not believe  this  matter
would have a materially adverse effect on its financial condition
or results of operations.  See "Environmental Regulation" in Item
1  of  Part I of Entergy Corporation's and AP&L's Form  10-K  for
information  on PCB contamination at former Reynolds plant  sites
in Arkansas to which AP&L had supplied power.

(GSU)

   GSU has been designated as a potentially responsible party for
the  clean-up of certain hazardous waste disposal sites.  GSU  is
currently   negotiating  with  the  EPA  and  state   authorities
regarding the clean-up of certain of these sites.

    Through September 30, 1995, $7.7 million has been expended on
the  clean-up.   As  of September 30, 1995, a remaining  recorded
liability  of $22.1 million existed relating to the  clean-up  of
the  sites  at  which  GSU  has  been  designated  a  potentially
responsible party.   See Note 8 to GSU's Form 10-K for additional
discussion  of  the  sites where GSU has  been  designated  as  a
potentially responsible party by the EPA, and related litigation.

(LP&L)

      During  1993,  the  Louisiana Department  of  Environmental
Quality  issued  new rules for solid waste regulation,  including
regulation of waste water impoundments.  LP&L has determined that
certain of its power plant waste water impoundments were affected
by these regulations and has chosen to upgrade or close them.  As
a  result, a remaining recorded liability in the amount of  $12.8
million  existed at September 30, 1995, for waste water  upgrades
and  closures  to be completed by 1996.  Cumulative  expenditures
relating to the upgrades and closures of waste water impoundments
were $4.1 million as of September 30, 1995.  See Note 8 to LP&L's
Form  10-K  for  additional  discussion  of  LP&L's  waste  water
impoundment upgrades and closures.

Waterford 3 Lease Obligations  (LP&L)

      LP&L  entered  into three transactions  for  the  sale  and
leaseback of undivided interests (aggregating approximately 9.3%)
in  Waterford 3.  Upon the occurrence of certain events, LP&L may
be  obligated  to  pay  amounts sufficient to  permit  the  Owner
Participants  to withdraw from the lease transactions,  and  LP&L
may  be  required to assume the outstanding bonds issued  by  the
Owner  Trustee  to  finance,  in part,  its  acquisition  of  the
undivided interests in Waterford 3.  See Note 9 to LP&L's Form 10-
K for further information.

Reimbursement Agreement  (System Energy)

       Under   the  provisions  of  a  bank  letter   of   credit
reimbursement agreement, System Energy has agreed to a number  of
covenants  relating to the maintenance of certain  capitalization
and  fixed charge coverage ratios.  System Energy agreed,  during
the  term of the reimbursement agreement, to maintain its  equity
at  not less than 33% of its adjusted capitalization (defined  in
the  reimbursement  agreement  to  include  certain  amounts  not
included in capitalization for financial statement purposes).  In
addition,  System  Energy must maintain,  with  respect  to  each
fiscal quarter during the term of the reimbursement agreement,  a
ratio of adjusted net income to interest expense (calculated,  in
each  case,  as specified in the reimbursement agreement)  of  at
least  1.60  times earnings.  As a result of charges recorded  in
the  fourth  quarter  of 1994 related to an agreement  with  FERC
which  settled  a  long-standing  dispute  involving  income  tax
allocation procedures, System Energy has obtained the consent  of
certain  banks  to  waive temporarily the fixed  charge  coverage
covenant  in the letters of credit reimbursement agreement  until
November  30,  1995.  As of September 30, 1995,  System  Energy's
equity  approximated  33.66% of its adjusted capitalization,  and
its  fixed charge coverage ratio was 1.24.  System Energy expects
that  upon  expiration  of  the waiver  period,  it  will  be  in
compliance with the fixed charge coverage covenant.  See  Note  7
to  System  Energy's  Form 10-K for further  information  on  the
reimbursement agreement.


NOTE 2.  RATE AND REGULATORY MATTERS

River Bend  (Entergy Corporation and GSU)

      In  May 1988, the PUCT granted GSU a permanent increase  in
annual revenues of $59.9 million resulting from the inclusion  in
rate  base  of  approximately $1.6 billion of company-wide  River
Bend  plant investment and approximately $182 million of  related
Texas  retail  jurisdiction deferred River  Bend  costs  (Allowed
Deferrals).  In addition, the PUCT disallowed as imprudent  $63.5
million  of  company-wide River Bend plant costs  and  placed  in
abeyance,  with  no  finding as to prudence,  approximately  $1.4
billion   of   company-wide  River  Bend  plant  investment   and
approximately $157 million of Texas retail jurisdiction  deferred
River Bend operating and carrying costs.

      As  discussed in Note 2 to Entergy Corporation's and  GSU's
Form  10-K, various appeals of the PUCT's order have been  filed.
GSU  has filed an appeal with the Texas Supreme Court.  The Texas
Supreme  Court has not yet accepted the appeal, and no  date  for
oral argument has been set.

      As  of  September  30,  1995, the River  Bend  plant  costs
disallowed  for  retail ratemaking purposes in Texas,  the  River
Bend plant costs held in abeyance, and the related operating  and
carrying cost deferrals totaled (net of taxes) approximately  $13
million,  $277  million  (both net  of  depreciation),  and  $169
million, respectively.  Allowed Deferrals were approximately  $84
million, net of taxes and amortization, as of September 30, 1995.
GSU  estimates  it  has recorded approximately  $177  million  of
revenues  as of September 30, 1995, as a result of the originally
ordered  rate treatment by the PUCT of these deferred costs.   If
recovery  of the Allowed Deferrals is not upheld, future revenues
based  upon  those  allowed  deferrals  could  be  lost,  and  no
assurance  can be given as to whether or not refunds to customers
of  revenue  received  based upon such  deferred  costs  will  be
required.

      As  discussed in Note 2 to Entergy Corporation's and  GSU's
Form  10-K, GSU has made no write-offs or reserves for the  River
Bend-related  costs.  Management believes, based on  advice  from
Clark, Thomas & Winters, A Professional Corporation, legal counsel
of record in the Rate Appeal, that it is reasonably possible that
the case will be remanded to the PUCT, and that the PUCT will  be
allowed  to  rule on the prudence of the abeyed River Bend  plant
costs.  Management and legal counsel are unable  to  predict  the
amount,  if  any, of abeyed and previously disallowed River  Bend
plant costs that ultimately may be disallowed by the PUCT.  As of
September 30, 1995, a net of tax write-off of up to $290  million
could be required based on an ultimate adverse ruling by the PUCT
on the abeyed and disallowed plant costs.

      The following factors support management's position that  a
loss contingency requiring accrual has not occurred, and that all
or substantially all of the abeyed plant costs will ultimately be
recovered:

     1. The  $1.4  billion of abeyed River Bend plant costs  have
        never been ruled imprudent and disallowed by the PUCT;
     2. Analysis  by  Sandlin Associates, management  consultants
        with  expertise  in  the  cost of nuclear  power  plants,
        which  supports the prudence of substantially all of  the
        abeyed construction costs;
     3. Historical  inclusion by the PUCT of prudent construction
        costs in rate base; and
     4. The   analysis   of  GSU's  legal  counsel,   which   has
        considerable experience in Texas rate case litigation.
     
      Additionally,  management believes, based  on  advice  from
Clark, Thomas & Winters, A Professional Corporation, legal counsel
of record in the Rate Appeal, that it is reasonably possible that
the Allowed Deferrals will continue to be recovered in rates, and
that it is reasonably possible that the deferred costs related to
the  $1.4  billion  of  abeyed River Bend  plant  costs  will  be
recovered in rates to the extent that the $1.4 billion of  abeyed
River  Bend plant is recovered.  However, a net of tax  write-off
of the $169 million of deferred costs related to the $1.4 billion
of  abeyed River Bend plant costs would be required if  they  are
not allowed to be recovered in rates.

      The adoption of SFAS 121, "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed  Of,"
(SFAS  121)  will  become effective January 1,  1996.   SFAS  121
changes  the  standard  for continued recognition  of  regulatory
assets,  and  as a result GSU will be required to  write-off  the
$169 million of rate deferrals discussed above, unless there  are
favorable regulatory or court actions related to the recovery  of
these  costs  prior  to  adoption.  The standard  also  describes
circumstances  which  may  result in assets  being  impaired  and
provides  criteria  for  recognition  and  measurement  of  asset
impairment.   See Note 7 for further information  regarding  SFAS
121.

Filings with the PUCT and Texas Cities  (Entergy Corporation  and
GSU)

       On   March   20,1995,  in  connection  with   the   PUCT's
investigation  of  the reasonableness of GSU's  rates,  the  PUCT
ordered a $72.9 million annual base rate reduction for the period
March 31, 1994 through September 1, 1994, decreasing to an annual
base rate reduction of $52.9 million after September 1, 1994.  In
accordance  with  the Merger agreement, the  rate  reduction  was
applied retroactively to March 31, 1994.
`
      On  May  26,  1995, the PUCT amended its previously  issued
March 20, 1995 rate order, reducing the $52.9 million annual base
rate  reduction to an annual level of $36.5 million.  The  PUCT's
action  was  based,  in part, upon a recent Texas  Supreme  Court
decision  not  to  require a utility to use the  prospective  tax
benefits  generated by disallowed expenses to reduce rates.   The
PUCT's May 26, 1995 amended order no longer required GSU to  pass
such  prospective  tax benefits on to its  customers.   The  rate
refund,  retroactive  to March 31, 1994, was approximately  $61.8
million  (including interest) and was refunded  to  customers  in
September,  October  and November  1995.   The  rate  refund  was
previously reserved, and therefore had no impact to income in the
current  quarter.  GSU and other parties have appealed  the  PUCT
order,  but no assurance can be given as to the timing or outcome
of the appeal.

Filings with the LPSC

(Entergy Corporation and GSU)

      In  May 1994, GSU made a required earnings analysis  filing
with the LPSC for the test year preceeding the Merger (1993).  On
December  14, 1994, the LPSC ordered a $12.7 million annual  rate
reduction  for  GSU  effective  January  1995.  GSU  received   a
preliminary  injunction from the District  Court  regarding  $8.3
million of the reduction.  On January 1, 1995, GSU reduced  rates
by $4.4 million.  GSU filed an appeal of the entire $12.7 million
rate  reduction with the District Court, which denied the  appeal
in  July  1995.   GSU  has appealed the order  to  the  Louisiana
Supreme  Court.   The  preliminary injunction  relating  to  $8.3
million of the reduction will remain in effect during the appeal.

      On  May  31, 1995, GSU filed its first required post-Merger
earnings  analysis with the LPSC.  Hearings on  this  review  are
scheduled  to  begin  in  mid-December 1995  and  a  decision  is
expected in early 1996.

(Entergy Corporation and LP&L)

     See Note 2 to Entergy Corporation's and LP&L's Form 10-K for
a  discussion of LP&L's performance-based formula rate plan filed
with  the  LPSC.   On  June 2, 1995, as a result  of  the  LPSC's
earnings review of LP&L's performance-based formula rate plan,  a
$49.4 million reduction in base rates was ordered.  This included
$10.5 million of rate reductions previously made through the fuel
adjustment  clause.   The net effect of the  LPSC  order  was  to
reduce rates by $38.9 million.  The LPSC approved LP&L's proposed
formula  rate plan with the following modifications.  An earnings
band  is  to  be established with a range from 10.4% to  12%  for
return  on equity.  If LP&L's earnings fall within the bandwidth,
no  adjustment in rates occurs.  If  LP&L's earnings are above  a
12%  return on equity, a 60/40 sharing with customers occurs  and
customers  receive 60% of earnings in excess of the  12%  through
prospective  rate reductions.  Alternatively, if LP&L's  earnings
are  below  a 10.4% return on equity, customers pay  60%  of  the
difference  between  the realized return on equity  and  a  10.4%
return  on equity through prospective rate increases.   The  LPSC
also  reduced  LP&L's authorized rate of return  from  12.76%  to
11.2%.  The LPSC rate order is retroactive to April 27, 1995.

      On  June  9,  1995,  LP&L appealed the $49.4  million  rate
reduction.   On  the same date, LP&L also filed  a  petition  for
injunctive  relief from implementation of $14.7  million  of  the
$49.4  million rate reduction.  The $14.7 million portion of  the
rate  reduction represents revenue made available to LP&L through
a  previous  LPSC  order, which in turn allowed LP&L  to  provide
reduced  rates  to three industrial customers.   Subsequently,  a
request for a $14.7 million rate increase was filed by LP&L.   On
July  13, 1995, LP&L was granted a preliminary injunction by  the
District  Court on $14.7 million of the rate reduction pending  a
final LPSC order.  No assurance can be given as to the timing  or
outcome  of the appeal or the requested rate increase.  The  rate
refund,  retroactive  to April 28, 1995, was  approximately  $8.2
million  and was refunded to customers in the months of September
and  October 1995.  The rate refund was previously reserved,  and
therefore represents no impact to income in the current quarter.

Proposed Rate Increase

(System Energy)

      System  Energy filed an application on May 12,  1995,  with
FERC  for  a  $65.5  million rate increase.   The  request  seeks
changes  to the System Energy rate schedule, including  increases
in the revenue requirement associated with decommissioning costs,
the  depreciation  accrual  rate and rate  of  return  on  common
equity.   System Energy requested that the proposed rate increase
become  effective  subject to refund within  60  days  after  the
filing  date, but the effective date was suspended until December
1995.  Hearings on System Energy's request are scheduled to begin
in January 1996.

(MP&L)

      MP&L's  allocation of the proposed System Energy  wholesale
rate  increase  is  $21.6 million.  In July 1995,  MP&L  filed  a
schedule  with the MPSC which will defer the ultimate  amount  of
the  System Energy rate increase.  The deferral plan,  which  was
approved  by  the MPSC in September 1995, will begin in  December
1995, the effective date of the System Energy rate increase,  and
will end after the issuance of a Final Order by the FERC.

February  1994  Ice  Storm/Rate Rider  (Entergy  Corporation  and
MP&L)

      As  discussed in Note 2 to Entergy Corporation's and MP&L's
Form 10-K the MPSC approved a stipulation in September 1994, with
respect to the recovery of ice storm costs recorded through April
30,  1994.  Under the stipulation, MP&L implemented an ice  storm
rate rider, which increased rates approximately $8 million for  a
period  of  five  years beginning on September  29,  1994.   This
stipulation also stated that at the end of the five-year  period,
the  revenue  requirement associated with the  undepreciated  ice
storm capitalized costs will be included in MP&L's base rates  to
the  extent  that  this revenue requirement does  not  result  in
MP&L's rate of return on rate base being above the benchmark rate
of return under MP&L's formula rate plan.

      In  September  1995,  the  MPSC  approved  a  second  joint
stipulation which allows for a -$2.5 million rate increase for  a
period  of  four years beginning September 28, 1995,  to  recover
costs related to the ice storm that were recorded after April 30,
1994.    The stipulation also allows for undepreciated ice  storm
capital  costs  recorded after April 30, 1994 to  be  treated  as
described above.

LPSC Fuel Cost Review  (Entergy Corporation and GSU)

     See Note 2 to Entergy Corporation's and GSU's Form 10-K, for
a  discussion  of the LPSC's review of GSU's fuel costs  for  the
period  October 1988 through September 1991 and GSU's  subsequent
appeal of $13.9 million of  fuel costs disallowed by the LPSC.

      The  LPSC is currently conducting the second phase  of  its
review  of  GSU's fuel costs for the period October 1991  through
December  1994.   On  June 30, 1995, the LPSC  consultants  filed
testimony  recommending a disallowance of $38.7 million  of  fuel
costs.    Hearings are scheduled to begin in December  1995.   No
assurance  can  be given as to the timing or the outcome  of  the
review.


NOTE 3.  COMMON STOCK (Entergy Corporation)

      Entergy Corporation from time to time may make purchases of
its outstanding common stock depending upon market conditions and
authorization  by  the Entergy Corporation  Board  of  Directors.
During  the first nine months of 1995, no shares of common  stock
were repurchased.

      During  the  first nine months of 1995, Entergy Corporation
issued 347,590 shares of its previously repurchased common stock,
reducing  the  amount held as treasury stock  by  $10.3  million.
Entergy  Corporation issued these shares to meet the requirements
of its various stock plans.


NOTE 4.  LONG-TERM DEBT

(MP&L)

      On  October 15, 1995, MP&L retired $15 million of its 5.95%
Series G&R Bonds upon maturity.

(System Energy)

     On October 1, 1995 System Energy retired $105 million of its
6.12% Series First Mortgage Bonds upon maturity.  On October  11,
1995,  System  Energy  issued $30 million  of  its  7.38%  Series
Debentures due 2000.


NOTE 5.  RETAINED EARNINGS (Entergy Corporation)

       On  October  27,  1995,  Entergy  Corporation's  Board  of
Directors declared a common stock dividend of 45 cents per  share
payable on December 1, 1995.


NOTE  6.   RESTRUCTURING COSTS  (Entergy Corporation, AP&L,  GSU,
LP&L, MP&L, NOPSI and Entergy Services)

     The restructuring programs announced by Entergy in the third
quarter of 1994 included anticipated reductions in the number  of
employees  and  the  consolidation  of  offices  and  facilities.
Actual  restructuring  charges  associated  with  these  programs
recorded  in  1994 and the first nine months of  1995  are  shown
below by company along with the actual termination benefits  paid
under the program.


                      Restructuring                            Restructuring
                        Liability     Additional                 Liability
     Company           December 31,    Accruals    Payments    September 30,
                           1994                                    1995
                                          (In Millions)                 
                                                                        
   AP&L                  $ 12.2          $ 9.0      $(16.1)     $    5.1
   GSU                      6.5            7.2       (11.7)          2.0
   LP&L                     6.8            5.0       (10.1)          1.7
   MP&L                     6.2            1.1        (5.9)          1.4
   NOPSI                    3.4             -         (2.2)          1.2
   Entergy Services          -             6.0        (3.2)          2.8
                         ------          -----      ------      -------- 
   Total                 $ 35.1          $28.3      $(49.2)     $   14.2
                         ======          =====      ======      ========

      The  restructuring  charges shown above primarily  included
employee  severance costs related to the expected termination  of
approximately 2,706 employees.  As of September 30,  1995,  1,807
employees  have  either  been terminated  or  accepted  voluntary
separation packages under the restructuring plan.

      Additionally, the System recorded $24.3 million in 1994 (of
which  $23.8 million was recorded by GSU) for remaining severance
and  augmented retirement benefits related to the Merger.  Actual
termination benefits paid under the program during the first nine
months  of  1995  amounted to $18.5 million.   During  that  same
period, adjustments to the allocation of the total liability were
made  among  the System companies.  At September  30,  1995,  the
total  remaining  System  liability for expected  future  Merger-
related outlays was $5.9 million, comprised principally of  GSU's
and  Entergy  Services'  liabilities of  $4.3  million  and  $1.2
million, respectively.


NOTE 7.  ACCOUNTING ISSUES

    New Accounting Standard - In March 1995, the FASB issued SFAS
121,   effective  January  1,  1996.   This  standard   describes
circumstances which may result in assets (including goodwill such
as  the  Merger  acquisition adjustment, see Note  1  to  Entergy
Corporation's  Form  10-K)  being impaired.   The  standard  also
provides  criteria  for  recognition  and  measurement  of  asset
impairment.   Note 2 describes regulatory assets of $169  million
(net  of  tax)  related  to  Texas  retail  deferred  River  Bend
operating and carrying costs.  Management believes these deferred
costs will be required to be written off under the provisions  of
SFAS  121 unless there are favorable regulatory or court  actions
related  to these costs prior to the adoption of the new standard
by Entergy.

      Certain  other  assets and operations of  Entergy  totaling
approximately   $1.7  billion  (pre-tax)  are  most   potentially
affected  by the requirements of SFAS 121.  Those assets  include
AP&L's  and  LP&L's  retained shares of  Grand  Gulf  1,  Entergy
Power's investments in the Independence and Ritchie power plants,
GSU's  Louisiana  deregulated asset plan and  Texas  jurisdiction
abeyed  portion of the River Bend plant, in addition to the  FERC
jurisdiction  and  steam  department  operations  of   GSU.    As
discussed  in the Form 10-K, GSU has previously discontinued  the
application of SFAS 71 for the Louisiana deregulated asset  plan,
and   operations  under  the  FERC  jurisdiction  and  the  steam
department.

    Entergy  will periodically review these assets and operations
in  order to determine if the carrying value of such assets  will
be  recovered.  In most cases this determination will be based on
the  net  cash flows expected to result from such operations  and
assets.   Projected  net cash flows will  depend  on  the  future
operating  costs associated with the assets, the  efficiency  and
availability  of  the  assets/generating  units  and  the  future
market/price for energy over the remaining life of the assets.
           __________________________________________

      In  the  opinion of Entergy Corporation, AP&L,  GSU,  LP&L,
MP&L,   NOPSI  and  System  Energy,  the  accompanying  unaudited
condensed    financial   statements   contain   all   adjustments
(consisting   primarily   of  normal   recurring   accruals   and
reclassifying previously reported amounts to conform  to  current
classifications) necessary for a fair statement  of  the  results
for  the  interim  periods presented.  However, the  business  of
AP&L,   GSU,  LP&L,  MP&L  and  NOPSI  is  subject  to   seasonal
fluctuations,  with the peak period occurring during  the  summer
months.  The results for the interim periods presented should not
be  used  as a basis for estimating results of operations  for  a
full year.


<PAGE>
                                
              ENTERGY CORPORATION AND SUBSIDIARIES
                 ARKANSAS POWER & LIGHT COMPANY
                  GULF STATES UTILITIES COMPANY
                 LOUISIANA POWER & LIGHT COMPANY
                MISSISSIPPI POWER & LIGHT COMPANY
                 NEW ORLEANS PUBLIC SERVICE INC.
                  SYSTEM ENERGY RESOURCES, INC.
                                
         MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                
                 LIQUIDITY AND CAPITAL RESOURCES

Entergy, AP&L, GSU, LP&L, MP&L, NOPSI and System Energy

      Net cash flow from operations for Entergy Corporation,  the
System  operating companies and System Energy for the nine months
ended September 30, 1995 and 1994, was as follows (in millions):

                                Nine Months     Nine Months
          Company              Ended 9/30/95   Ended 9/30/94
                                               
          Entergy Corporation    $1,069.4        $1,120.6
          AP&L                   $  282.1        $  256.8
          GSU                    $  344.3        $  278.3
          LP&L                   $  308.2        $  304.5
          MP&L                   $  139.4        $  154.4
          NOPSI                  $   70.7        $   61.0
          System Energy          $   51.2        $  206.9

      For  the  nine months ended September 30, 1995, AP&L's  net
cash  flow from operations increased because of reduced  billings
from  System  Energy  resulting from a FERC audit  settlement  in
1994.  Partially offsetting this increase in AP&L's net cash flow
was a higher fuel inventory level in 1995 due to the depletion of
coal  inventory in 1994 when spring flooding disrupted the normal
coal  delivery  schedule.  GSU's net cash  flow  from  operations
increased  for  the  nine months ended September  30,  1995,  due
primarily to lower operation and maintenance expenses and  higher
deferred income taxes.  This increase was partially offset  by  a
portion  of the Texas retail rate refund made in September  1995,
representing  $53  million,  and  a  smaller  reduction  in  rate
deferrals  in  1995 as compared to 1994.  MP&L's cash  flow  from
operations  decreased  for the nine months  ended  September  30,
1995, as the result of increased accounts receivable balances due
to  increased  sales  from warmer weather.  In  addition,  MP&L's
share of the System Energy FERC audit settlement was refunded  to
customers  in August 1995, decreasing cash provided by  operating
activities.    System  Energy's net  cash  flow  from  operations
decreased  for  the  nine months ended September  30,  1995,  due
primarily  to  refunds to associated companies resulting  from  a
FERC audit settlement in 1994.

      In  the first nine months of 1995, as in recent years, cash
from operations, supplemented by cash on hand, was sufficient  to
meet  substantially  all  investing and  financing  requirements,
including  capital  expenditures,  dividends  and  debt/preferred
stock  maturities.  Entergy's ability to fund most of its capital
requirements  with  cash from operations results  from  continued
efforts to streamline operations and to reduce costs, as well  as
from  collections under rate phase-in plans that  exceed  current
cash   requirements  for  the  related  costs.   (In  the  income
statement,   these  revenue  collections  are   offset   by   the
amortization  of previously deferred costs so that  there  is  no
effect on net income.)  The System operating companies and System
Energy have the ability, subject to regulatory approval, to  meet
capital  requirements  through future  debt  or  preferred  stock
issuances,  as  discussed below.  Also,  to  the  extent  current
market  interest  and dividend rates allow, the System  operating
companies  and System Energy may continue to refinance  high-cost
debt and preferred stock prior to maturity.

       Entergy   Corporation  will  consider  investing   up   to
approximately $150 million per year for the next several years in
nonregulated business opportunities.  See Part II for  additional
discussion   of   Entergy  Corporation's   current   and   future
investments in nonregulated businesses.

      Certain  agreements and restrictions limit  the  amount  of
mortgage bonds and preferred stock that can be issued by each  of
the  System operating companies and System Energy.  Based on  the
most  restrictive applicable tests as of September 30, 1995,  and
assumed annual interest or dividend rates of 8.25% for bonds  and
8.50% for preferred stock, each of the System operating companies
and  System Energy could have issued mortgage bonds or  preferred
stock in the following amounts (in millions):

           Company       Mortgage Bonds   Preferred Stock
                                            
           AP&L              $292             $  763
           GSU               $318             $    -
           LP&L              $ 80             $1,100
           MP&L              $238             $  253
           NOPSI             $ 55             $   50
           System Energy     $ 52               (a)

(a)     System Energy's charter does not provide for the issuance
of preferred stock.

       In  addition,  the System operating companies  and  System
Energy have the ability, subject to certain conditions, to  issue
bonds  against  retired bonds, in some cases without  meeting  an
earnings  coverage test. In addition to issuable  mortgage  bonds
determined by the above restrictive tests, GSU has the ability to
issue  up  to approximately $578 million of first mortgage  bonds
against  previously retired bonds.  AP&L may also issue preferred
stock  to  refund outstanding preferred stock without meeting  an
earnings coverage test.  GSU has no earnings coverage limitations
on  the  issuance  of preference stock.  See Notes  5  and  6  to
Entergy  Corporation's, AP&L's, GSU's, LP&L's, MP&L's and NOPSI's
Form  10-K  and Note 5 to System Energy's Form 10-K for long-term
debt and preferred stock issuances and retirements.

      The  System operating companies and System Energy have  SEC
authorization  to effect short-term borrowings.  See  Note  4  to
Entergy Corporation's, AP&L's, GSU's, LP&L's, MP&L's, NOPSI's and
System Energy's Form 10-K for information on the System operating
companies',  System  Energy's  and Entergy  Services'  short-term
borrowing  authorizations and bank lines of credit.  At September
30,  1995, Entergy Operations, Entergy Services and System  Fuels
had  outstanding  short-term borrowings from the  Money  Pool  as
follows (in millions):

                 Company               Money Pool
                                        
                 Entergy Operations      $ 9.3
                 Entergy Services        $56.7
                 System Fuels            $21.6

       On   July  27,  1995,  Entergy  Corporation  received  SEC
authorization  for  a  $300  million bank  credit  facility.   In
October 1995, a credit agreement was signed with a group of banks
to  provide  up to $300 million in loans to Entergy  Corporation.
Proceeds from this bank credit facility are expected to  be  used
for  common  stock  repurchases, investments in nonregulated  and
nonutility businesses and other general corporate activities.

      Entergy  Corporation's current primary capital requirements
are   to   invest  periodically  in,  or  make  loans   to,   its
subsidiaries.    Entergy  Corporation  expects  to   meet   these
requirements in 1995 - 1997 with internally generated  funds  and
cash   on   hand.   Entergy  Corporation  paid  dividends   which
aggregated  $306 million on its common stock in  the  first  nine
months  of  1995.  Declarations of dividends on common stock  are
made  at  the  discretion of the Board.  It is  anticipated  that
management  will not recommend future dividend increases  to  the
Board  unless such increases are justified by sustained  earnings
growth  of  Entergy  Corporation and its  subsidiaries.   Entergy
Corporation  receives funds through dividend  payments  from  its
subsidiaries.   Such dividend payments totaled $337  million  for
the   first  nine  months  of  1995.   See  Note  7  to   Entergy
Corporation's Form 10-K for information on dividend restrictions.
GSU  did  not  make  common stock dividend  payments  to  Entergy
Corporation in the first nine months of 1995.

      Recent rate reductions, as discussed in Note 2, as well  as
any  future  rate reductions, increase the need  for  Entergy  to
continue  to  reduce  costs  in  order  to  meet  the  increasing
competition in the utility industry as well as develop additional
sources of income.

Entergy Corporation and GSU

      See Notes 1 and 2 regarding litigation with Cajun and River
Bend rate appeals.  Adverse rulings in the River Bend rate appeal
could  result  in approximately $459 million of potential  write-
offs  (net  of  tax)  and $177 million in refunds  of  previously
collected  revenue.  Such write-offs and charges as well  as  the
application  of SFAS 121 (see Note 7) could result in substantial
net  losses being reported by Entergy Corporation and GSU in 1995
and  subsequent  periods, with resulting adverse  adjustments  to
common  equity  of  Entergy Corporation and GSU.   Also,  adverse
resolution of these matters could adversely affect GSU's  ability
to  obtain financing, which could in turn affect GSU's liquidity,
and GSU's ability to pay dividends.

Entergy Corporation and System Energy

      Under the Capital Funds Agreement, Entergy Corporation  has
agreed  to supply to System Energy sufficient capital to maintain
System Energy's equity capital at an amount equal to a minimum of
35%  of its total capitalization (excluding short-term debt),  to
permit  the continuation of commercial operation of Grand Gulf  1
and  to pay in full all indebtedness for borrowed money of System
Energy  when  due  under any circumstances.  In  addition,  under
supplements  to  the  Capital  Funds Agreement  assigning  System
Energy's  rights as security for specific debt of System  Energy,
Entergy   Corporation   has   agreed   to   make   cash   capital
contributions,  if  required, to enable  System  Energy  to  make
payments on such debt when due.  The Capital Funds Agreement  can
be  terminated  by the parties to the agreement, subject  to  the
receipt of consents of certain creditors.


                      RESULTS OF OPERATIONS

ENTERGY

Net Income

      Consolidated  net income increased for the three  and  nine
months  ended September 30, 1995 due primarily to a  decrease  in
other   operation  and  maintenance  expense,  increased  weather
related  sales, and decreased interest expense, partially  offset
by the ongoing effect of 1994 and 1995 rate reductions.

      Significant factors affecting the results of operations and
causing variances between the three months and nine months  ended
September  30,  1995 and 1994 are discussed under  "Revenues  and
Sales" and "Expenses" below.

Revenues and Sales

     Detailed below are Entergy's electric revenues by source and
KWH  sales  for the three months and nine months ended  September
30, 1995 and 1994.

                                                                        
                                      Three Months Ended  Increase/     
            Description               1995       1994     (Decrease)     %
                                              (In Millions)
Electric Operating Revenues:                                            
  Residential                         $ 793.7    $ 726.3     $ 67.4      9
  Commercial                            451.4      435.8       15.6      4
  Industrial                            504.3      488.6       15.7      3
  Governmental                           42.7       42.7        0.0      0
                                    ---------  ---------    -------
    Total retail                      1,792.1    1,693.4       98.7      6
  Sales for resale                      122.0       89.8       32.2     36
  Other                                  (3.8)      (6.2)       2.4    (39)
                                    ---------  ---------    -------
    Total                           $ 1,910.3  $ 1,777.0    $ 133.3      8
                                    =========  =========    =======
                                    
Billed Electric Energy                                                  
 Sales (Millions of KWH):                                               
  Residential                           9,923      8,848      1,075     12
  Commercial                            6,310      5,916        394      7
  Industrial                           11,257     10,675        582      5
  Governmental                            644        609         35      6
                                    ---------  ---------    -------
    Total retail                       28,134     26,048      2,086      8
  Sales for resale                      3,945      2,503      1,442     58
                                    ---------  ---------    -------
    Total                              32,079     28,551      3,528     12
                                    =========  =========    =======
                                      
                                      Nine Months Ended    Increase/     
            Description               1995       1994     (Decrease)     %
                                              (In Millions)
Electric Operating Revenues:                                            
  Residential                       $ 1,715.2  $ 1,691.3     $ 23.9      1
  Commercial                          1,133.4    1,147.2      (13.8)    (1)
  Industrial                          1,351.3    1,386.2      (34.9)    (3)
  Governmental                          115.4      122.3       (6.9)    (6)
                                    ---------  ---------     ------
    Total retail                      4,315.3    4,347.0      (31.7)    (1)
  Sales for resale                      279.2      235.5       43.7     19
  Other                                 149.7       86.4       63.3     73
                                    ---------  ---------     ------
    Total                           $ 4,744.2  $ 4,668.9     $ 75.3      2
                                    =========  =========     ======
                                    
Billed Electric Energy                                                  
 Sales (Millions of KWH):                                               
  Residential                          21,830     20,716      1,114      5
  Commercial                           15,741     15,135        606      4
  Industrial                           31,617     30,481      1,136      4
  Governmental                          1,747      1,688         59      3
                                    ---------  ---------     ------
    Total retail                       70,935     68,020      2,915      4
  Sales for resale                      8,228      6,274      1,954     31
                                    ---------  ---------     ------
    Total                              79,163     74,294      4,869      7
                                    =========  =========     ======
                                                                          
      Electric  operating revenues increased in the three  months
ended  September  30, 1995 as a result of an increase  in  retail
sales  and  sales for resale, partially offset by rate reductions
at  GSU, LP&L and NOPSI .  Warmer weather and non-weather related
volume  growth,  contributed equally to the  increase  in  retail
electric  operating revenues.  The increase in sales  for  resale
was  primarily from increased energy sales outside  of  Entergy's
service area.

      Electric  operating revenues increased for the nine  months
ended September 30, 1995 due primarily to increased retail sales,
increased wholesale revenues from outside Entergy's service  area
and  increased other revenue, partially offset by rate reductions
at  GSU,  LP&L  and  NOPSI  and lower fuel  adjustment  revenues.
Approximately 72 percent of the sales volume/weather increase  in
electric operating revenue resulted from increased customers  and
associated  usage,  while  the  remainder  resulted  from  warmer
weather.   Other  revenues increased for the  nine  months  ended
September  30,  1995  due primarily to an  increase  in  unbilled
revenues attributable to warmer weather in the current period and
an  increase in MP&L's Grand Gulf over/under recovery.   For  the
nine  months  ended  September 30, 1995, MP&L undercollected  its
share  of  Grand  Gulf 1 related costs due to decreased  revenues
from  its Grand Gulf 1 rate rider.  For the same period last year
MP&L   was   in   an  overcollected  position.    The   increased
undercollected position in the current year has resulted in  MP&L
recording additional other revenue for these undercollected Grand
Gulf  1  costs.   The Grand Gulf 1 over/under collection  has  no
effect on net income.

      The  changes  in electric operating revenue for  the  three
months and nine months ended September 30, 1995 are as follows:

                                Three Months Ended     Nine Months Ended
      Description               Increase/(Decrease)   Increase/(Decrease)
                                           (In Millions)
  Change in base rates                $(34.9)              $(55.6)
  Rate riders                            5.0                 (0.6)
  Fuel cost recovery                    42.4                (57.0)
  Sales volume/weather                  91.9                118.0
  Other revenue (including unbilled)    (4.5)                25.5
  Sales for resale                      33.4                 45.0
                                      ------                -----
  Total                               $133.3                $75.3
                                      ======                =====

      Gas  operating  revenues decreased for the three  and  nine
months  ended  September 30, 1995 because of milder  than  normal
winter  weather, decreased fuel adjustment revenues and gas  rate
reductions agreed to in the 1994 NOPSI Settlement.

Expenses

      Operating  expenses increased for the  three  months  ended
September  30,  1995 due primarily to increased  purchased  power
expenses  resulting from changes in generation  availability  and
requirements  among  the  System operating  companies,  increased
income  taxes  due primarily to higher pre-tax book  income,  and
increased  amortization  of rate deferrals  attributable  to  the
collection  of more Grand Gulf 1 related costs from customers  in
1995  as  compared  to  1994.   Other operation  and  maintenance
expenses  decreased due primarily to charges  made  in  September
1994  for  Merger-related costs, restructuring  costs,  increased
storm damage costs and increased environmental reserves.

      Operating  expenses  decreased for the  nine  months  ended
September  30,  1995  as  the result of decreased  operating  and
maintenance  expenses  partially  offset  by  increased   nuclear
refueling  outage expense due to a Grand Gulf 1 refueling  outage
at  System Energy.  Income taxes also increased because of higher
pretax income, a decrease in tax depreciation at Waterford 3  and
River  Bend and decreased amortization of investment tax  credits
related  to  the  1994  FERC  Settlement.   Other  operation  and
maintenance expenses decreased due primarily to charges  made  in
September  1994  for  Merger-related costs, restructuring  costs,
increased   storm   damage  costs  and  increased   environmental
reserves.

      Interest  charges decreased for the three months  and  nine
months  ended September 30, 1995 due primarily to the  retirement
and refinancing of higher costing long-term debt.


AP&L

Net Income

     Net income increased in the three months ended September 30,
1995  due primarily to an increase in revenues from retail energy
sales  and a decrease in other operation and maintenance expenses
partially  offset by an increase in income tax  expense  and  the
amortization of rate deferrals.

      Net  income increased in the first nine months of 1995  due
primarily  to higher revenues from retail energy sales  partially
offset   by  an  increase  in  depreciation,  amortization,   and
decommissioning expense and an increase in income tax expense.

      Significant factors affecting the results of operations and
causing variances between the three months and nine months  ended
September  30,  1995 and 1994 are discussed under  "Revenues  and
Sales" and "Expenses" below.

Revenues and Sales

      Detailed below are AP&L's operating revenues by source  and
KWH  sales  for the three months and nine months ended  September
30, 1995 and 1994.
                                                                         
                                      Three Months Ended   Increase/      
            Description                1995       1994     (Decrease)      %
                                               (In Millions)
Electric Operating Revenues:                                             
  Residential                         $ 200.1    $ 170.5     $ 29.6       17
  Commercial                            103.3       95.2        8.1        9
  Industrial                            111.4      100.5       10.9       11
  Governmental                            5.1        4.7        0.4        9
                                      -------    -------     ------ 
    Total retail                        419.9      370.9       49.0       13
  Sales for resale                                                          
    Associated companies                 52.1       50.8        1.3        3
    Non-associated companies             60.8       49.2       11.6       24
  Other                                  (2.4)      (0.1)      (2.3)       *
                                      -------    -------     ------
    Total                             $ 530.4    $ 470.8     $ 59.6       13
                                      =======    =======     ======
                                   
Billed Electric Energy                                                   
 Sales (Millions of KWH):                                                
  Residential                           2,092      1,802        290       16
  Commercial                            1,359      1,259        100        8
  Industrial                            1,752      1,561        191       12
  Governmental                             70         63          7       11
                                      -------    -------     ------
    Total retail                        5,273      4,685        588       13
  Sales for resale                                                          
    Associated companies                2,484      2,379        105        4
    Non-associated companies            1,661      1,324        337       25
                                      -------    -------     ------
    Total                               9,418      8,388      1,030       12
                                      =======    =======     ======
                                      
                                      Nine Months Ended    Increase/      
            Description                1995       1994     (Decrease)      %
                                               (In Millions)
Electric Operating Revenues:                                             
  Residential                         $ 433.3    $ 402.1     $ 31.2        8
  Commercial                            245.5      236.3        9.2        4
  Industrial                            273.9      253.9       20.0        8
  Governmental                           13.1       12.9        0.2        2
                                    ---------  ---------     ------
    Total retail                        965.8      905.2       60.6        7
  Sales for resale                                                          
    Associated companies                132.4      178.1      (45.7)     (26)
    Non-associated companies            139.9      135.6        4.3        3
  Other                                  44.1       37.9        6.2       16
                                    ---------  ---------     ------
    Total                           $ 1,282.2  $ 1,256.8     $ 25.4        2
                                    =========  =========     ======
                                     
Billed Electric Energy                                                   
 Sales (Millions of KWH):                                                
  Residential                           4,668      4,381        287        7
  Commercial                            3,282      3,177        105        3
  Industrial                            4,706      4,392        314        7
  Governmental                            189        178         11        6
                                    ---------  ---------     ------
    Total retail                       12,845     12,128        717        6
  Sales for resale                                                          
    Associated companies                6,239      8,617     (2,378)     (28)
    Non-associated companies            3,830      3,601        229        6
                                    ---------  ---------     ------
    Total                              22,914     24,346     (1,432)      (6)
                                    =========  =========     ======
* - Greater than 200%.

      Electric operating revenues increased for the three  months
ended  September 30, 1995 as the result of an increase in  retail
energy  sales  and  fuel adjustment revenues.   Approximately  58
percent   of  the  sales  volume/weather  increase  in   electric
operating  revenue  resulted from warmer  weather  in  the  third
quarter of 1995.

      Electric  operating revenues increased for the nine  months
ended September 30, 1995 due primarily to increased retail energy
sales and fuel adjustment revenues partially offset by a decrease
in  sales  for resale to associated companies.  Approximately  70
percent   of  the  sales  volume/weather  increase  in   electric
operating   revenue   resulted  from  increased   customers   and
associated  usage,  while  the  remainder  resulted  from  warmer
weather.    The  decrease  in  sales  for  resale  to  associated
companies  is  caused by changes in generation  availability  and
requirements among the System operating companies.

      The  changes  in electric operating revenue for  the  three
months and nine months ended September 30, 1995 are as follows:

                                   Three Months Ended   Nine Months Ended
        Description               Increase/(Decrease) Increase/(Decrease)
                                               (In Millions)
  Change in base rates                   $(5.2)            $(0.9)
  Rate riders                              9.6              13.0
  Fuel cost recovery                      15.3              26.2
  Sales volume/weather                    28.7              32.4
  Other revenue (including unbilled)      (4.3)             (5.2)
  Sales for resale                        15.5             (40.1)
                                         -----             -----
  Total                                  $59.6             $25.4
                                         =====             =====

Expenses

      Operating  expenses  increased in the  three  months  ended
September  30,  1995  due primarily to an increase  in  fuel  and
purchased   power   expenses,  income  tax   expense,   and   the
amortization of rate deferrals partially offset by a decrease  in
other  operation and maintenance expense.  The increase  in  fuel
and purchased power expenses is largely due to a 12% increase  in
total  sales  volume.   Fuel and purchased  power  expenses  also
increased as the result of replacement power purchased during the
ANO  2  outage which began in mid September 1995 and is scheduled
to end in November 1995.  Income tax expense increased because of
higher   pretax  income.   The  amortization  of  rate  deferrals
increased  primarily due to the over-recovery  of  Grand  Gulf  1
charges  from  customers.  The decrease in  other  operation  and
maintenance  expense  is  largely  due  to  restructuring   costs
recorded in 1994.

      Operating expenses decreased for the first nine  months  of
1995  because of  lower fuel and fuel-related expenses offset  by
an  increase  in  depreciation, decommissioning and  amortization
expense and income tax expense.  Fuel expenses decreased  as  the
result of a decrease in total sales volume of 6%.   Depreciation,
amortization,  and  decommissioning expenses increased  primarily
due  to  additions  and  upgrades at  ANO  and  to  additions  to
transmission  lines,  substations  and  other  equipment.   Also,
decommissioning  expense increased due to the  implementation  of
the   decommissioning  rate  rider  which   resulted   from   the
decommissioning  study  performed in 1994.   Income  tax  expense
increased  primarily due to the write-off  in 1994 of  investment
tax credits in accordance with the FERC Settlement as well as  an
increase in income taxes due to higher pretax income.


GSU

Net Income

      Net  income increased for the three months and nine  months
ended  September  30, 1995 primarily due to a decrease  in  other
operation   and   maintenance  expenses  and   an   increase   in
miscellaneous income, partially offset by an increase  in  income
taxes and taxes other than income taxes.

      Significant factors affecting the results of operations and
causing variances between the three months and nine months  ended
September  30,  1995 and 1994 are discussed under  "Revenues  and
Sales" and "Expenses" below.

Revenue and Sales

      Detailed  below are GSU's operating revenues by source  and
KWH  sales  for the three months and nine months ended  September
30, 1995 and 1994:

                                                                   
                                   Three Months Ended  Increase/    
           Description              1995      1994     (Decrease)    %
                                          (In Millions)
Electric Department Operating                                      
Revenues:
  Residential                      $ 198.6   $ 192.2      $ 6.4      3
  Commercial                         120.3     115.6        4.7      4
  Industrial                         167.3     162.8        4.5      3
  Governmental                         5.9       6.4       (0.5)    (8)
                                   -------   -------      -----
    Total retail                     492.1     477.0       15.1      3
  Sales for resale                                                      
    Associated companies              11.1      19.9       (8.8)   (44)
    Non-associated companies          21.7      16.4        5.3     32
  Other                                0.1      16.9      (16.8)   (99)
                                   -------   -------      -----
    Total Electric Department      $ 525.0   $ 530.2      ($5.2)    (1)
                                   =======   =======      =====
                                                                   
Billed Electric Energy                                             
 Sales (Millions of KWH):                                          
  Residential                        2,697     2,502        195      8
  Commercial                         1,831     1,743         88      5
  Industrial                         4,153     3,851        302      8
  Governmental                          80        77          3      4
                                    ------    ------       ----    
    Total retail                     8,761     8,173        588      7
  Sales for resale                                                      
    Associated companies               534     1,109       (575)   (52)
    Non-associated companies           722       231        491      *
                                    ------    ------       ----
    Total Electric Department       10,017     9,513        504      5
  Steam Department                     459       426         33      8
                                    ------    ------       ----
    Total                           10,476     9,939        537      5
                                    ======    ======       ====
                                                                      
                                    Nine Months Ended  Increase/    
           Description              1995      1994     (Decrease)    %
                                           (In Millions)
Electric Department Operating                                      
Revenues:
  Residential                      $ 447.7   $ 448.7     $(1.0)      -
  Commercial                         311.9     312.7      (0.8)      -
  Industrial                         454.8     475.7     (20.9)    (4)
  Governmental                        18.3      19.1      (0.8)    (4)
                                  --------  --------     -----
    Total retail                   1,232.7   1,256.2     (23.5)    (2)
  Sales for resale                                                      
    Associated companies              43.9      33.9      10.0     29
    Non-associated companies          52.3      41.2      11.1     27
  Other                               37.2      40.0      (2.8)    (7)
                                  --------  --------     -----
    Total Electric Department     $1,366.1  $1,371.3     ($5.2)     -
                                  ========  ========     =====
                                                                   
Billed Electric Energy                                             
 Sales (Millions of KWH):                                          
  Residential                        6,012     5,775        237      4
  Commercial                         4,680     4,512        168      4
  Industrial                        11,500    11,237        263      2
  Governmental                         231       225          6      3
                                    ------    ------      -----
    Total retail                    22,423    21,749        674      3
  Sales for resale                                                      
    Associated companies             2,092     2,096         (4)     -
    Non-associated companies         1,744       494      1,250      *
                                    ------    ------      -----
    Total Electric Department       26,259    24,339      1,920      8
  Steam Department                   1,308     1,257         51      4
                                    ------    ------      -----
    Total                           27,567    25,596      1,971      8
                                    ======    ======      =====

* - Greater than 200%.

      Electric  operating revenues remained relatively  unchanged
for  the  three months ended September 30, 1995.  An increase  in
sales volume was partially offset by a decrease in base rates and
lower  sales for resale.  Approximately 66 percent and 34 percent
of  the  sales  volume/weather  increase  in  electric  operating
revenue  resulted  from increased customers and associated  usage
and warmer summer weather, respectively.  Base rates decreased as
a result of rate reductions in effect for Texas and Louisiana.

      Electric  operating revenues remained relatively  unchanged
for  the  first nine months of 1995 primarily due to  lower  fuel
revenues and a decrease in base rates which were offset by higher
sales  for  resale and an increase in sales volume.   Base  rates
decreased as a result of rate reductions in effect for Texas  and
Louisiana.  Sales for resale increased as a result of changes  in
generation   availability  and  requirements  among  the   System
operating  companies.  Sales volume increased  due  to  favorable
weather  and  an  increase  in usage  by  all  customer  classes.
Approximately 75 percent of the sales volume/weather increase  in
electric operating revenue resulted from increased customers  and
associated usage.

      Gas  operating revenues decreased for the three months  and
nine  months ended September 30, 1995 primarily due to a decrease
in  residential sales.  This decrease was the result of a  milder
winter than in 1994.

      The  changes  in electric operating revenue for  the  three
months and nine months ended September 30, 1995 are as follows:

                                   Three Months Ended   Nine Months Ended
        Description                Increase/(Decrease)  Increase/(Decrease)
                                             (In Millions)
  Change in base rates                   $(11.8)          $(18.4)
  Fuel cost recovery                        5.7            (33.2)
  Sales volume/weather                     21.9             28.0
  Other revenue (including unbilled)      (17.5)            (2.7)
  Sales for resale                         (3.5)            21.1
                                          -----            -----
  Total                                   $(5.2)           $(5.2)
                                          =====            =====

Expenses

      Operating expenses decreased for the three months and  nine
months  ended September 30, 1995 as the result of lower operation
and maintenance expenses, partially offset by higher income taxes
and   taxes  other  than  income  taxes.   Other  operation   and
maintenance expenses decreased primarily due to charges  made  in
September 1994 for Merger-related costs, restructuring costs  and
certain  pre-acquisition contingencies including unfunded  Cajun-
River  Bend costs and environmental clean-up costs.  Taxes  other
than  income  taxes  increased in 1995 because  of  a  refund  of
franchise taxes in 1994.  Income taxes increased primarily due to
higher  pre-tax income in 1995 and a decrease in tax depreciation
associated  with  River  Bend.   Additionally,  purchased   power
expenses decreased for the nine months ending September 30,  1995
due  to  the availability of less expensive gas fuel for  use  in
electric   generation  as  well  as  changes  in  the  generation
requirements among the System operating companies.

Other

     Miscellaneous income - net increased in the three months and
nine  months  ended September 30, 1995 as the result  of  certain
adjustments  made  in September 1994 related  to  pre-acquisition
contingencies including Cajun-River Bend litigation and the write-
off of previously disallowed rate deferrals.

      Income taxes on other income increased in the three  months
and  nine  months  ended September 30, 1995 due  to  the  charges
discussed above.

LP&L

Net Income

      Net  income increased for the three months ended  September
30,  1995 due primarily to increased revenue and decreased  other
operation  and  maintenance  expense,  partially  offset  by   an
increase in fuel, purchased power and income tax expenses.

     Net income increased for the nine months ended September 30,
1995  due  primarily to a decrease in fuel, purchased  power  and
other  operation and maintenance expense, partially offset  by  a
decrease in revenue and increased income tax expense.

      Significant factors affecting the results of operations and
causing variances between the three months and nine months  ended
September  30,  1995 and 1994 are discussed under  "Revenues  and
Sales" and "Expenses" below.

Revenues and Sales

      Detailed below are LP&L's operating revenues by source  and
KWH  sales  for the three months and nine months ended  September
30, 1995 and 1994.

                                                                        
                                       Three Months Ended   Increase/     
            Description                1995       1994     (Decrease)    %
                                               (In Millions)
Electric Operating Revenues:                                            
  Residential                         $ 214.7    $ 196.4     $ 18.3      9
  Commercial                            105.8      102.6        3.2      3
  Industrial                            172.7      170.9        1.8      1
  Governmental                            8.2        8.4       (0.2)    (2)
                                      -------    -------     ------
    Total retail                        501.4      478.3       23.1      5
  Sales for resale                                                        
    Associated companies                  0.6        0.2        0.4      *
    Non-associated companies             18.5       16.4        2.1     13
  Other                                   8.5        7.6        0.9     12
                                      -------    -------     ------ 
    Total                             $ 529.0    $ 502.5     $ 26.5      5
                                      =======    =======     ======
                                  
Billed Electric Energy                                                  
 Sales (Millions of KWH):                                               
  Residential                           2,812      2,493        319     13
  Commercial                            1,456      1,356        100      7
  Industrial                            4,416      4,305        111      3
  Governmental                            114        112          2      2
                                       ------     ------      -----
    Total retail                        8,798      8,266        532      6
  Sales for resale                                                        
    Associated companies                   19          6         13      *
    Non-associated companies              468        269        199     74
                                       ------     ------      -----
    Total                               9,285      8,541        744      9
                                       ======     ======      =====
                                   
                                       Nine Months Ended   Increase/     
            Description                1995       1994     (Decrease)    %
                                       (In Millions)
Electric Operating Revenues:                                            
  Residential                         $ 459.5    $ 460.8      $(1.3)     -
  Commercial                            267.2      275.4       (8.2)    (3)
  Industrial                            475.1      499.9      (24.8)    (5)
  Governmental                           23.7       24.2       (0.5)    (2)
                                    ---------  ---------     ------ 
    Total retail                      1,225.5    1,260.3      (34.8)    (3)
  Sales for resale                                                        
    Associated companies                  1.0        0.4        0.6    150
    Non-associated companies             42.1       31.9       10.2     32
  Other                                  19.5       35.3      (15.8)   (45)
                                    ---------  ---------     ------
    Total                           $ 1,288.1  $ 1,327.9     $(39.8)    (3)
                                    =========  =========     ======
                                      
Billed Electric Energy                                                  
 Sales (Millions of KWH):                                               
  Residential                           6,186      5,864        322      5
  Commercial                            3,634      3,502        132      4
  Industrial                           12,742     12,261        481      4
  Governmental                            332        318         14      4
                                    ---------  ---------     ------
    Total retail                       22,894     21,945        949      4
  Sales for resale                                                         
    Associated companies                   38         10         28    280
    Non-associated companies            1,042        610        432     71
                                    ---------  ---------     ------
    Total                              23,974     22,565      1,409      6
                                    =========  =========     ======
                                                                          
* - Greater than 200%.

        Electric operating revenues increased in the three months
ended  September 30, 1995 primarily due to weather-related sales.
Approximately 55 percent of the sales volume/weather increase  in
electric  operating revenue resulted from warmer  weather,  while
the  remainder  resulted from increased customers and  associated
usage.  Higher fuel adjustment revenues, which do not affect  net
income,  also  contributed  to  the  increase.   The  base   rate
reduction  ordered  in the second quarter of 1995,  discussed  at
Note 2, partially reduced the effect of these increases.

        Electric operating revenues were lower in the nine months
ended  September  30,  1995  because  of  lower  fuel  adjustment
revenues, which do not affect net income.  Additionally, the base
rate  reduction  ordered  in  the  second  quarter  of  1995,  as
discussed  in  Note 2, and the completion of the amortization  of
proceeds  from  litigation  with a gas  supplier  in  the  second
quarter  of 1994, resulted in reduced revenues.  These  decreases
were  partially  offset  by increased usage  by  residential  and
industrial   customers   and  higher  sales   to   non-associated
utilities.

      The  changes  in electric operating revenue for  the  three
months and nine months ended September 30, 1995 are as follows:
                                    
                                  Three Months Ended    Nine Months Ended
            Description           Increase/(Decrease)  Increase/(Decrease)
                                              (In Millions)
  Change in base rates                  $(9.0)              $(18.7)
  Fuel cost recovery                     11.2                (55.0)
  Sales volume/weather                   25.6                 36.0
  Other revenue (including unbilled      (3.8)               (12.9)
  Sales for resale                        2.5                 10.8
                                        -----               ------
  Total                                 $26.5               $(39.8)
                                        =====               ======
Expenses

      Operating  expenses remained relatively unchanged  for  the
three  months  ended September 30, 1995. Increases  in  fuel  and
purchased  power and income taxes were offset by  a  decrease  in
other  operation and maintenance expenses.  The increase in  fuel
and purchased power is primarily due to increased weather-related
energy sales.  Income taxes increased as the result of a decrease
in  tax depreciation associated with Waterford 3 and higher  pre-
tax  income.  Other operation and maintenance expenses  decreased
for the three months ending September 30, 1995 due to waste water
site  closures in the third quarter of 1994, as discussed in Note
1,  lower  payroll  expenses  and reduced  legal  fees.   Payroll
expenses  decreased  as  a  result of the  restructuring  program
announced during the third quarter of 1994, as discussed in  Note
6.   During 1994 additional legal fees were incurred relating  to
litigation with a gas supplier.

      Operating  expenses  decreased for the  nine  months  ended
September  30,  1995 due to decreases in fuel expense,  purchased
power  and  other  operation and maintenance  expenses  partially
offset by an increase in income taxes.  The decrease in fuel  and
purchased  power  expense is due to lower fuel  prices  partially
offset  by  an  increase  in  generation.   Other  operation  and
maintenance  expenses  decreased  for  the  nine  months   ending
September 30, 1995 due to waste water site closures in the  third
quarter  of 1994, as discussed in Note 1, lower payroll expenses,
decreased  fossil  and nuclear maintenance expenses  and  reduced
legal  fees.   Payroll expenses decreased  as  a  result  of  the
restructuring program announced during the third quarter of 1994,
as  discussed in Note 6.  During 1994 additional legal fees  were
incurred  relating  to  litigation with a gas  supplier.   Income
taxes  increased primarily due to a decrease in tax  depreciation
associated with Waterford 3 and higher pre-tax income.


MP&L

Net Income

      Net  income  increased for the three and nine months  ended
September 30, 1995, primarily due to an increase in revenues  and
a   decrease   in   other  operation  and  maintenance   expense.
Cumulative  sales for the three and nine months  ended  September
30,  1995,  increased due to warmer weather and greater  customer
usage.  Other operation and maintenance expense decreased for the
three  months  and nine months ended September 30, 1995,  due  to
reduced scheduled maintenance at power plants and a reduction  in
employees  under  the restructuring program.  In addition,  other
operation  and maintenance expense decreased for the nine  months
ended  September 30, 1995, due to  the absence of  Merger-related
costs.

      Significant factors affecting the results of operations and
causing variances between the three months and nine months  ended
September  30,  1995 and 1994 are discussed under  "Revenues  and
Sales" and "Expenses" below.

Revenues and Sales

      Detailed below are MP&L's operating revenues by source  and
KWH  sales  for the three months and nine months ended  September
30, 1995 and 1994:

                                       Three Months Ended  Increase/     
            Description                1995       1994     (Decrease)     %
                                              (In Millions)
Electric Operating Revenues:                                            
  Residential                         $ 121.5    $ 115.7      $ 5.8      5
  Commercial                             78.8       78.1        0.7      1
  Industrial                             46.2       47.9       (1.7)    (4)
  Governmental                            7.2        7.4       (0.2)    (3)
                                      -------    -------     ------
    Total retail                        253.7      249.1        4.6      2
  Sales for resale                                                         
    Associated companies                 15.0        9.1        5.9     65
    Non-associated companies              8.3        5.0        3.3     66
  Other                                 (18.2)     (28.9)      10.7    (37)
                                      -------    -------     ------
    Total                             $ 258.8    $ 234.3     $ 24.5     10
                                      =======    =======     ======
                                                                        
Billed Electric Energy                                                  
 Sales (Millions of KWH):                                               
  Residential                           1,524      1,363        161     12
  Commercial                            1,043        977         66      7
  Industrial                              792        795         (3)     -
  Governmental                             94         90          4      4
                                      -------    -------     ------
    Total retail                        3,453      3,225        228      7
  Sales for resale                                                        
    Associated companies                  512        238        274    115
    Non-associated companies              278        159        119     75
                                      -------    -------     ------
    Total                               4,243      3,622        621     17
                                      =======    =======     ======
                                                                          
                                      Nine Months Ended   Increase/     
            Description               1995       1994     (Decrease)     %
                                               (In Millions)
Electric Operating Revenues:                                            
  Residential                         $ 263.1    $ 266.8      $(3.7)    (1)
  Commercial                            197.7      198.4       (0.7)     -
  Industrial                            130.1      137.0       (6.9)    (5)
  Governmental                           20.5       21.3       (0.8)    (4)
                                      -------    -------     ------
    Total retail                        611.4      623.5      (12.1)    (2)
  Sales for resale                                                         
    Associated companies                 27.6       25.2        2.4     10
    Non-associated companies             17.9       12.5        5.4     43
  Other                                  35.6       (9.7)      45.3      *
                                      -------    -------     ------
    Total                             $ 692.5    $ 651.5     $ 41.0      6
                                      =======    =======     ======
                                  
Billed Electric Energy                                                  
 Sales (Millions of KWH):                                               
  Residential                           3,341      3,208        133      4
  Commercial                            2,561      2,409        152      6
  Industrial                            2,256      2,200         56      3
  Governmental                            252        254         (2)    (1)
                                      -------    -------     ------
    Total retail                        8,410      8,071        339      4
  Sales for resale                                                        
    Associated companies                  771        594        177     30
    Non-associated companies              594        376        218     58
                                      -------    -------     ------
    Total                               9,775      9,041        734      8
                                      =======    =======     ======
                                  
* - Greater than 200%.

      Electric operating revenues increased in the three months ended
September  30,  1995,  due to an increase in  other  revenues,  sales
volume  and  sales for resale.  Increased unbilled  revenues  due  to
warmer  weather  in  the summer months caused an  increase  in  other
revenue.   Approximately  69  percent  of  the  sales  volume/weather
increase  in electric operating revenue resulted from warmer weather,
while  the remainder resulted from increased customers and associated
usage.  Sales for resale, specifically sales to associated companies,
increased  primarily  due  to changes in the generation  requirements
among the System operating companies.

      Electric operating revenues increased for the nine months ended
September 30, 1995, due to an increase in other revenue, sales volume
and sales for resale, partially offset by a decrease in revenues from
the Grand Gulf 1 rate rider.  For the nine months ended September 30,
1995, MP&L undercollected its share of Grand Gulf 1 related costs due
to decreased revenues from the Grand Gulf 1 rate rider.  For the same
period  last  year  MP&L  was  in  an  overcollected  position.   The
increased undercollected position in the current year has resulted in
MP&L  recording  additional other revenue  for  these  undercollected
Grand  Gulf 1 costs.  The Grand Gulf 1 over/under collection  has  no
effect  on  net  income.  Increased unbilled revenues due  to  warmer
weather  and  increased  sales volume in the summer  months  of  1995
caused an increase in other revenue.  Approximately 57 percent and 43
percent  of  the sales volume/weather increase in electric  operating
revenue  resulted from increased customers and associated  usage  and
warmer  summer  weather, respectively.  Sales  for  resale  increased
primarily due to increases in MP&L's available generation.

      The  changes in electric operating revenue for the three months
and nine months ended September 30, 1995 are as follows:
                                      
                                  Three Months Ended   Nine Months Ended
         Description              Increase/(Decrease)  Increase/(Decrease)
                                             (In Millions)
Change in base rates                     $2.1              $(3.3)
Grand Gulf rate rider                    (4.5)             (13.6)
Fuel cost recovery                        3.5                5.4
Sales volume/weather                      6.8                9.9
Other revenue (including unbilled)        7.4               34.8
Sales for resale                          9.2                7.8
                                        -----              -----
Total                                   $24.5              $41.0
                                        =====              =====

Expenses

      Fuel and fuel-related expenses increased for the three and nine
months   ended  September  30,  1995  due  to  increased   generation
requirements resulting from increased energy sales.  The increase  in
fuel  and  fuel-related expenses was partially offset  by  lower  gas
costs.  Purchased power expenses decreased for the three months ended
September 30, 1995 due to the availability of less expensive gas  for
the  use  in electric generation as well as changes in the generation
requirements among the System operating companies.

     Other operation and maintenance expenses decreased for the three
months  ending  September 30, 1995, due to 1994 Merger-related  costs
allocated  to  MP&L  and  payroll expenses.  No  significant  Merger-
related  costs  were  allocated  to MP&L  during  the  current  year.
Payroll  expenses decreased as a result of the restructuring  program
announced  and  accrued for during the third quarter  of  1994.   The
restructuring  program included a reduction in  the  number  of  MP&L
employees  during  1995.   Other operation and  maintenance  expenses
decreased for the nine months ended September 30, 1995, due to  lower
maintenance  expenses  at various power plants,  1994  Merger-related
costs and payroll expenses.

      Income  taxes  increased for the three months and  nine  months
ended  September  30,  1995 primarily due to a higher  pretax  income
resulting   from   increased  revenue  and  reduced   operating   and
maintenance expense.

      The amortization of rate deferrals increased for the three  and
nine months ended September 30, 1995 in accordance with Grand Gulf  1
related deferral plan.

      The increase in interest on long-term debt for the three months
ended September 30, 1995 is due to the increase in the amount of long-
term debt partially offset by the maturity of higher interest-bearing
debt  in  February  and July 1995.  In April 1995,  MP&L  issued  $80
million of 8.8% Series G&R Bonds due in 2005.


NOPSI

Net Income

      Net  income increased for the three months ended September  30,
1995  due  primarily  to  a September 1994 provision  for  litigation
related  to  the  City  of New Orleans street lighting  dispute.  Net
income increased for the nine months ended September 30, 1995 as  the
result of a decrease in other operation and maintenance expense.

      Significant  factors affecting the results  of  operations  and
causing  variances  between the three months and  nine  months  ended
September 30, 1995 and 1994 are discussed under "Revenues and  Sales"
and "Expenses" below.

Revenues and Sales

      Detailed below are NOPSI's operating revenues by source and KWH
sales  for the three months and nine months ended September 30,  1995
and 1994.

                                                                        
                                        Three Months Ended  Increase/     
            Description                 1995       1994     (Decrease)     %
                                               (In Millions)
Electric Operating Revenues:                                              
  Residential                          $ 58.9     $ 51.4      $ 7.5     15
  Commercial                             43.2       44.3       (1.1)    (2)
  Industrial                              6.7        6.6        0.1      2
  Governmental                           16.2       15.8        0.4      3
                                      -------    -------     ------
    Total retail                        125.0      118.1        6.9      6
  Sales for resale                                                        
    Associated companies                  0.1        0.1          -      -
    Non-associated companies              3.5        2.1        1.4     67
  Other                                   6.3        0.1        6.2      *
                                      -------    -------     ------
    Total                             $ 134.9    $ 120.4     $ 14.5     12
                                      =======    =======     ======
                                                                          
Billed Electric Energy                                                    
 Sales (Millions of KWH):                                                 
  Residential                             798        688        110     16
  Commercial                              621        580         41      7
  Industrial                              144        138          6      4
  Governmental                            286        268         18      7
                                      -------    -------     ------
    Total retail                        1,849      1,674        175     10
  Sales for resale                                                        
    Associated companies                    3          3          -      -
    Non-associated companies              107         58         49     84
                                      -------    -------     ------
    Total                               1,959      1,735        224     13
                                      =======    =======     ======
                                                                          
                                      Nine Months Ended   Increase/     
            Description               1995       1994     (Decrease)     %
                                               (In Millions)
Electric Operating Revenues:                                              
  Residential                         $ 111.7    $ 113.0      $(1.3)    (1)
  Commercial                            111.1      124.4      (13.3)   (11)
  Industrial                             17.4       19.7       (2.3)   (12)
  Governmental                           39.7       44.8       (5.1)   (11)
                                      -------    -------      -----
    Total retail                        279.9      301.9      (22.0)    (7)
  Sales for resale                                                        
    Associated companies                  1.4        1.0        0.4     40
    Non-associated companies              7.8        5.7        2.1     37
  Other                                  21.0       (1.8)      22.8      *
                                      -------    -------      -----
    Total                             $ 310.1    $ 306.8      $ 3.3      1
                                      =======    =======      =====
                                                                          
Billed Electric Energy                                                    
 Sales (Millions of KWH):                                                 
  Residential                           1,623      1,488        135      9
  Commercial                            1,583      1,535         48      3
  Industrial                              413        392         21      5
  Governmental                            744        713         31      4
                                      -------    -------      -----
    Total retail                        4,363      4,128        235      6
  Sales for resale                                                        
    Associated companies                   71         39         32     82
    Non-associated companies              243        152         91     60
                                      -------    -------      -----
    Total                               4,677      4,319        358      8
                                      =======    =======      =====
                                                                          
* - Greater than 200%.

      Electric operating revenues increased for the three months  and
nine months ended September 30, 1995 because of an increase in energy
sales  partially offset by the impact of a permanent  rate  reduction
that took effect on January 1, 1995.  The increase in energy sales is
due  to increased sales volume and increased sales for resale to non-
associated  utilities.  For the three months and  nine  months  ended
September  30,  1995, approximately 57 and 73 percent  of  the  sales
volume/weather increase in electric operating revenue  resulted  from
increased customers and associated usage, respectively; the remainder
increase resulted from warmer weather.

      The  changes in electric operating revenue for the three months
and nine months ended September 30, 1995 are as follows:

                                   Three Months Ended     Nine Months Ended
             Description           Increase/(Decrease)   Increase/(Decrease)
                                                (In Millions)
  Change in base rates                   $(11.0)               $(14.3)
  Fuel cost recovery                        6.7                  (0.4)
  Sales volume/weather                      9.0                  11.7
  Other revenue (including unbilled)        8.4                   3.8
  Sales for resale                          1.4                   2.5
                                          -----                 -----
  Total                                   $14.5                 $ 3.3
                                          =====                 =====

      For  the three months and nine months ended September 30, 1995,
gas  operating  revenues  decreased due primarily  to  decreased  gas
sales,  the  rate  reduction agreed to in the 1994  NOPSI  Settlement
effective  January 1, 1995, and a lower unit purchase price  for  gas
purchased for resale.

Expenses

       Operating  expenses  increased  for  the  three  months  ended
September 30, 1995 as the result of an increase in fuel expenses  and
the  amortization  of  rate  deferrals.  The  increase  in  fuel  and
fuel-related  expenses is primarily due to the increase  in  weather-
related  energy sales.  The amortization of rate deferrals  increased
primarily  as  a  result  of  the collection  of  larger  amounts  of
previously deferred costs under the 1991 NOPSI Settlement.

     Operating expenses decreased for the nine months ended September
30,  1995  due  primarily to a decrease in fuel  expenses  and  other
operation  and maintenance expenses, partially offset by an  increase
in  the  amortization of rate deferrals.  The decrease  in  fuel  and
fuel-related expenses is primarily due to a decrease in gas purchased
for  resale as a result of lower gas sales and a lower unit  purchase
price  partially  offset  by  an increase  in  energy  sales.   Other
operation  and  maintenance expenses decreased  primarily  due  to  a
decrease  in  maintenance activity and lower payroll  expenses.   The
decrease  in payroll expenses is the result of the 1994 restructuring
and  the  related  decrease in employees.  The amortization  of  rate
deferrals increased as the result of the collection of larger amounts
of previously deferred costs under the 1991 NOPSI Settlement.


SYSTEM ENERGY

Net Income

      Net income decreased for the three months and nine months ended
September 1995, as the result of revenues being adversely impacted by
a lower Grand Gulf 1 rate base.

      Significant  factors affecting the results  of  operations  and
causing  variances between the three months and nine months  of  1995
and 1994 are discussed under "Revenues" and "Expenses" below.

Revenues

      Operating revenues recover operating expenses, depreciation and
capital  costs  attributable to Grand  Gulf  1.   Capital  costs  are
computed by allowing a return on System Energy's common equity  funds
allocable  to its net investment in Grand Gulf 1 and adding  to  such
amount System Energy's effective interest cost for its debt allocable
to its investment in Grand Gulf 1.

       Operating  revenues  decreased  for  the  three  months  ended
September  30,  1995,  due  primarily to a  lower  return  on  System
Energy's   decreasing  investment  in  Grand  Gulf   1   (caused   by
depreciation  of  the unit and the reclassification  of  plant  costs
discussed  below),  offset by the recovery of increased  expenses  in
connection   with  a  Grand  Gulf  1  refueling  outage  and   higher
depreciation,  amortization and decommissioning  expense.   Operating
revenues for the nine months ended September 30, 1995 increased as  a
result  of the recovery of higher current operating expenses  related
to  the  Grand Gulf 1 refueling outage, partially offset by  a  lower
return on System Energy's decreasing investment in Grand Gulf 1.

Expenses

     Nuclear refueling outage expenses increased for the three months
and nine months ended September 30, 1995 principally as a result of a
refueling outage which began April 15, 1995 and ended June 21,  1995.
There was no refueling outage for Grand Gulf 1 in 1994.  Fuel expense
decreased  for  the  first nine months of 1995 as  a  result  of  the
refueling outage.  Other operation and maintenance expenses decreased
for  the three months ended September 30, 1995 primarily as a  result
of  lower payroll and overhead expenses and lower payments associated
with the sale/leaseback of Grand Gulf 1.

     Depreciation, amortization and decommissioning expense increased
for  the  three months and nine months ended September 30, 1995,  due
primarily to increases of $2 million and $7 million, respectively, in
amortization  expense  as  a result of the  reclassification  of  $81
million  of  Grand  Gulf 1 costs in accordance  with  the  1994  FERC
Settlement.   The  increase  in amortization  expense  was  partially
offset  by  a  decrease  in  depreciation  expense  related  to   the
reclassified costs.

      Interest expense decreased for the three months and nine months
ended  September  30,  1995  due  primarily  to  the  retirement  and
refinancing of higher costing long-term debt.


                SIGNIFICANT FACTORS AND KNOWN TRENDS

Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI and System Energy

Competition and Industry Challenges

       See   "Significant  Factors  and  Known  Trends"  in   Entergy
Corporation's,  AP&L's,  GSU's, LP&L's, MP&L's,  NOPSI's  and  System
Energy's  Form  10-K  for a discussion of the increasing  competitive
pressures facing the electric utility industry.

Entergy Retail and Wholesale Rate Issues
     
      See  Note  2  to Entergy Corporation's, AP&L's, GSU's,  LP&L's,
MP&L's,  NOPSI's and System Energy's Form 10-K, for a  discussion  of
the  ongoing trend of regulatory ordered rate reductions as  well  as
incentive rate regulation.

Potential Changes in the Electric Utility Industry

      Retail  wheeling,  the transmission by an electric  utility  of
energy produced by another entity over the utility's transmission and
distribution  system to a retail customer in the  electric  utility's
area  of service, continues to evolve.  Approximately 40 states  have
been  or  are  studying or experimenting with the concept  of  retail
competition.  In May 1995, the California Public Utilities Commission
adopted  a  preliminary  proposal to create a  wholesale  power  pool
(Poolco).    Under  the  proposal  the  FERC  would  have   exclusive
jurisdiction  over  the Poolco, while an independent  operator  would
manage  the transmission network and generation dispatch.   Customers
would  gain access to the Poolco through bilateral contracts at least
two  years  after  it  begins operation.   The  Rhode  Island  Public
Utilities Commission has adopted a proposal calling for, among  other
things,  retail  wheeling  and  the  unbundling  of  generation  from
transmission and distribution services.  The Massachusetts Department
of  Public Utilities has also adopted a similar proposal which is  to
be  in  place  by  mid-1996.  Such proposals are  indicative  of  the
movement  of  the  retail  electric market  toward  deregulation  and
increased competition.  The retail market for electricity is expected
to  become  more competitive with such moves toward deregulation  and
with greater focus on customer choice.

      The  movement of the retail electric market toward deregulation
and  increased competition is also prevalent in areas of the  country
in  which  Entergy presently operates.  On April 21,  1995,  a  newly
incorporated entity, Crescent City Utilities, Inc., submitted to  the
Council a draft resolution intended to permit the use of NOPSI's  gas
and  electric transmission and distribution facilities by  any  other
franchised utility to supply electricity and gas to retail  customers
in  New Orleans.  The Council has not scheduled hearings relating  to
this  resolution.   The  Texas legislature has recently  revised  the
Public  Utility Regulatory Act, the law regulating electric utilities
in  Texas.  The  revised law permits utility and  non-utility  exempt
wholesale generators and power marketers to sell wholesale  power  in
the  state. The revised law also allows for flexible pricing but does
not change the current law governing retail wheeling or the treatment
of  federal  income taxes.  During the second quarter  of  1995,  the
Louisiana  legislature  considered a  bill  permitting  local  retail
wheeling.  The bill was defeated.

      The  chairman  of the PUCT recently introduced a  proposal  for
discussion  by  the  Commission concerning the restructuring  of  the
electric  utility  industry in Texas.  The proposal  is  designed  to
implement  greater  wholesale  electric  competition  in  Texas   and
addresses  the  issues  of  transmission service  comparability,  the
unbundling  of  electric  utility operations,  market-based  pricing,
performance-based  ratemaking and the recovery of stranded  costs  as
part  of  the  transition  to  a more competitive  electric  industry
environment.

      Another  indication of the trend toward greater competition  in
the electric utility industry is the recent surge of utility mergers.
This  trend  is expected to continue.  Such mergers are motivated  by
the  drive  to  lower  costs  to  increase  economies  of  scale  and
consolidation  of  administrative functions at the  merged  entities.
The  lowered  costs  achieved will make  the  merged  utilities  more
formidable competitors in the future.  Certain of the proposed merged
utilities  will likely be in direct competition with Entergy  in  the
future if these mergers are consummated.

      As  discussed  in  "Significant Factors and  Known  Trends"  in
Entergy Corporation's, AP&L's, GSU's, LP&L's, MP&L's and NOPSI's Form
10-K  the  FERC issued a notice of proposed rulemaking  in  mid-1994,
concerning  a  regulatory  framework for  dealing  with  recovery  of
stranded  costs.  On March 29, 1995, the FERC issued  a  supplemental
notice  of proposed rulemaking in this proceeding which would require
public   utilities   to   provide  non-discriminatory   open   access
transmission  service to wholesale customers, and would also  provide
guidance  on  the  recovery of wholesale and retail  stranded  costs.
With  regard  to  pending  proceedings,  including  Entergy's  tariff
proceeding,  FERC  directed the parties to proceed with  their  cases
while  taking  into account FERC's views expressed  in  the  proposed
rule.   Comments  and reply comments on the proposed rulemaking  have
now  been  filed  with FERC by interested parties.   Certain  of  the
parties filing comments have proposed that the FERC should order  the
immediate  unbundling of all retail services as  part  of  the  final
rulemaking in this proceeding.

      In early October 1995, the FERC issued an order granting exempt
wholesale generator status to Entergy Power Marketing Corporation,  a
wholly-owned  subsidiary of Entergy Enterprises,  Inc.,  which  is  a
wholly-owned subsidiary of Entergy Corporation.

Significant Industrial Cogeneration Effects

      Cogeneration  projects developed or considered  by  certain  of
GSU's  industrial customers over the last several years have resulted
in GSU developing and securing approval of rates lower than the rates
previously  approved  by  the  PUCT  and  LPSC  for  such  industrial
customers.  Such rates are designed to retain such customers  and  to
compete  for  and  to develop new loads and do not presently  recover
GSU's full cost of service.  The pricing agreements at non-full  cost
of  service  based rates fully recover all related costs but  provide
only  a  minimal return on investments.  Substantially  all  of  such
pricing  agreements expire no later than 1997.  In the third  quarter
of  1995, KWH sales to GSU's industrial customers at non-full cost of
service  rates  made up approximately 28% of GSU's  total  industrial
class KWH sales.

      The  Council  has recently approved a resolution requiring  the
prior  approval by the Council of regulatory treatment  of  any  lost
contribution to fixed costs as a result of incentive rate  agreements
with  large industrial or commercial customers entered into  for  the
purposes  of retaining those customers.  The resolution also requires
prior  approval by Council of regulatory treatment of stranded  costs
which may result from the loss of large customers.

      During  1995,  LP&L received separate notices  from  two  large
industrial  customers  that have decided  to  proceed  with  proposed
cogeneration  projects  for the purpose of  fulfilling  their  future
electric  energy  needs.  These customers will continue  to  purchase
their   energy   requirements  from  LP&L  until  their  cogeneration
facilities are completed, which is expected to be between  the  years
1999 and 2000.  During 1994, these two customers combined represented
approximately  18% of total LP&L industrial sales, and  provided  $36
million of base revenue.

Public Utility Holding Company Act of 1935

      Entergy,  along with other electric utility holding  companies,
recently  requested  Congress to repeal the  Public  Utility  Holding
Company  Act  of 1935 (HCA).  The HCA requires detailed oversight  by
the  SEC of many business practices and activities of utility holding
companies  and  their  subsidiaries including,  among  other  things,
nonutility  activities.  In  June 1995,  the  SEC  adopted  a  report
proposing  options for the repeal or the significant modification  of
the  HCA  and proposed rule changes that would reduce the regulations
governing utility holding companies.  Entergy believes that  the  HCA
inhibits  its  ability  to  compete in the evolving  electric  energy
marketplace  and largely duplicates the oversight activities  already
performed  by the FERC and state and local regulators.  On  June  30,
1995,  the  SEC adopted a rule change under the HCA to eliminate  the
requirement   to   receive  prior  authorization  for   all   capital
contributions by a parent company to its subsidiary company.

      Proposed  legislation  to  reform  the  HCA  in  an  effort  to
streamline  regulation of utilities recently was  introduced  in  the
Senate.  The proposed legislation would transfer oversight of  public
utility holding companies from the SEC to the FERC.

Nonregulated Investments

      As discussed in Note 1 and in "Corporate Development" in Item 1
of  Part I of Entergy Corporation's Form 10-K, Entergy Corporation is
considering  opportunities to expand its utility and  utility-related
businesses  that  are not regulated by state and/or local  regulatory
authorities  (nonregulated businesses).  As of  September  30,  1995,
Entergy  Corporation's net investment, reduced by accumulated losses,
in  nonregulated subsidiaries totaled $493.0 million.  For the  first
nine  months  of 1995, Entergy Corporation's nonregulated investments
reduced consolidated net income by approximately $31.8 million.   See
Part II for additional discussion of Entergy Corporation's investment
in nonregulated businesses.

ANO Matters

     Entergy Operations has made inspections and repairs from time to
time  on ANO 2's steam generators that are owned by AP&L. During  the
October  1995  inspection,  additional  cracks  in  the  tubes   were
discovered.   Currently, Entergy Operations  is  in  the  process  of
gathering information and assessing various options for the repair or
the  replacement  of  ANO  2's  steam  generator.   See  Note  1  for
additional information.

Deregulated Portion of River Bend

      As  of  September 30, 1995, GSU had not recovered a significant
amount of its investment in, or received any return associated  with,
the  portion of River Bend included in the deregulated asset plan  in
Louisiana and the portion of River Bend placed in abeyance as part of
the Texas rate order which went into effect in July 1988.  See Note 2
for  further  information.   Future  earnings  will  continue  to  be
adversely  affected by the lack of full recovery and  return  on  the
investment and other costs associated with River Bend.

      For  the  nine  months ended September 30, 1995,  GSU  recorded
revenues  resulting from the sale of electricity from the deregulated
asset  plan  of approximately $26.3 million ($24.5 million  represent
non-fuel revenue)which, absent the deregulated asset plan, would  not
have  been  realized.  Operation and maintenance expenses,  including
fuel,  were  approximately  $23.8 million, and  depreciation  expense
associated   with   the   deregulated  asset  plan   investment   was
approximately  $13.8 million for the nine months ended September  30,
1995.   The  operation  and  maintenance  expenses  and  depreciation
expense  allocated  to the deregulated asset plan as  detailed  above
would  have  been  incurred  at  River  Bend  with  or  without   the
deregulated  asset plan.  The future impact of the deregulated  asset
plan  on  GSU's  results  of operations and financial  position  will
depend  on River Bend's future operating costs, the unit's efficiency
and  availability and the future market for energy over the remaining
life  of the unit.   In addition, the deregulated asset plan will  be
subject  to the requirements of SFAS 121 as discussed in  Note  7  in
determining the recognition of any asset impairment.

Property Tax Exemptions

      LP&L and GSU are working with tax authorities to determine  the
method  for calculating the amount of property taxes to be paid  when
Waterford  3's and River Bend's local property tax exemptions  expire
in December 1995 and December 1996, respectively.

Environmental Issues

   GSU has been notified by the U. S. Environmental Protection Agency
(EPA)  that it has been designated as a potentially responsible party
for  the clean-up of certain hazardous waste disposal sites.  GSU  is
currently  negotiating  with the EPA and state authorities  regarding
the  clean-up  of certain of these sites.  See Note 1 for  additional
information.

      During  1993, the Louisiana Department of Environmental Quality
issued new rules for solid waste regulation, including regulation  of
waste  water impoundments.  LP&L has determined that certain  of  its
power   plant  waste  water  impoundments  were  affected  by   these
regulations and has chosen to upgrade or close them.  See Note 1  for
additional information.

Accounting Issues

      New  Accounting Standard - In March 1995, the FASB issued  SFAS
121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of" (SFAS 121) effective January 1, 1996.
This  standard  describes circumstances which may  result  in  assets
being  impaired and provides criteria for recognition and measurement
of asset impairment.  See Notes 2 and 7 for information regarding the
potential impacts of the new accounting standard on Entergy.

      Continued  Application of SFAS 71 - As a result of  the  Energy
Policy  Act  of  1992  and  actions of  regulatory  commissions,  the
electric   utility  industry  is  moving  toward  a  combination   of
competition  and  a  modified regulatory environment.   The  System's
financial statements currently reflect, for the most part, assets and
costs   based  on  current  cost-based  ratemaking  regulations,   in
accordance with SFAS 71, "Accounting for the Effects of Certain Types
of  Regulation."  Continued applicability of SFAS 71 to the  System's
financial  statements  requires that  rates  set  by  an  independent
regulator on a cost-of-service basis can actually be charged  to  and
collected from customers.

      In  the  event that all or a portion of a utility's  operations
cease   to   meet  those  criteria  for  various  reasons,  including
deregulation, a change in the method of regulation or a change in the
competitive  environment  for the utility's regulated  services,  the
utility  should discontinue application of SFAS 71 for  the  relevant
portion.  That discontinuation should be reported by elimination from
the  balance  sheet  of  the  effects of any  actions  of  regulators
recorded as regulatory assets and liabilities.

      As  of September 30, 1995, and for the foreseeable future,  the
System's financial statements continue to follow SFAS 71, except  for
certain portions of GSU's business.

      Accounting for Decommissioning Costs - The staff of the SEC has
questioned  certain  of  the financial accounting  practices  of  the
electric utility industry regarding the recognition, measurement  and
classification   of   nuclear  decommissioning  costs   for   nuclear
generating   stations  in  the  financial  statements   of   electric
utilities.  See Note 1 for the FASB's tentative conclusions regarding
changes in the accounting for decommissioning costs and the potential
impact of these changes on Entergy.
                
                
<PAGE>                
                
                ENTERGY CORPORATION AND SUBSIDIARIES
                     PART II. OTHER INFORMATION
                                  
Item 1.  Legal Proceedings

Merger-Related Proceedings  (Entergy Corporation and GSU)

      See  "State  Regulation"  in  Item  1  of  Part  I  of  Entergy
Corporation's Form 10-K and Part II of Entergy Corporation's Form 10-
Q  for the quarterly periods ending March 31, 1995 and June 30, 1995,
for  information relating to the proceeding pending  before  the  NRC
Atomic  Safety  and Licensing Board (ASLB), which was  instigated  by
Cajun  and concerns the two Merger-related license amendments  issued
by  the  NRC  for  River Bend.  In June 1995, the  NRC  affirmed  its
original  findings  that  there  had been  no  significant  antitrust
changes  in the positions of Cajun and GSU as a result of the Merger,
and  therefore, reissued the license amendments approving the Merger.
Cajun  filed a petition for review with the D.C. Circuit.  See "Other
Regulation   and  Litigation"  in  Item  1  of  Part  I  of   Entergy
Corporation's  Form  10-K  for information  regarding  other  Merger-
related suits.

Cajun - River Bend  (Entergy Corporation and GSU)

     See Note 8 of Entergy Corporation's and GSU's Form 10-K and Part
II of Entergy Corporation's Form 10-Q for the quarterly period ending
June 30, 1995, for a discussion of the Cajun litigation.  In an order
issued  by  the District Court in August 1995, the U.S.  Trustee  was
directed  to  appoint  a trustee in the Cajun  bankruptcy  case.    A
former  federal  bankruptcy  judge, Ralph  Mabey,  was  appointed  as
trustee  to  oversee Cajun in bankruptcy.  The LPSC  and  Cajun  have
appealed  the appointment of a trustee to the United States Court  of
Appeals for the Fifth Circuit.

      In  October  1995, the United States Court of Appeals  for  the
Fifth Circuit affirmed the District Court's preliminary injunction in
the Cajun litigation.  The preliminary injunction stipulated that GSU
should  make  payments for its portion of expenses for Big  Cajun  2,
Unit 3 into the registry of the District Court.  As of September  30,
1995,  $29.6  million had been paid by GSU into the registry  of  the
District Court.

      A  trial  on  the portion of the suit by Cajun to  rescind  the
Operating Agreement which began in April 1994 was completed in  March
1995.   On  October 24, 1995, the District Court issued a  memorandum
opinion ruling in favor of GSU.  The District Court found that  Cajun
did  not  prove  that  GSU fraudulently induced  it  to  execute  the
Operating Agreement and Cajun failed to timely assert its  claim.   A
final  judgment  will be entered when the District Court  issues  its
detailed  written reasons.  It is uncertain when the  District  Court
Judge's  final opinion will be entered, or whether Cajun will  appeal
the decision.

Cajun-Transmission Services  (Entergy Corporation and GSU)

      See  Note  1  and also see Note 8 of Entergy Corporation's  and
GSU's Form 10-K for a discussion of FERC proceedings relating to  GSU
and Cajun transmission service charge disputes.  In orders issued  on
August  3,  1995,  and October 2, 1995, the FERC affirmed  the  ALJ's
April  1995,  ruling  in the remanded portion of  GSU's  and  Cajun's
ongoing  transmission service charge disputes before the FERC.   Both
GSU and Cajun have petitioned for appeal to the D.C Circuit.

Cajun-Service Dispute  (Entergy Corporation and GSU)

      See  "Other Regulation and Litigation " in Item 1 of Part I  of
Entergy  Corporation's Form 10-K for a discussion of the transmission
service  dispute  in  which  Cajun requested  that  GSU  provide  the
transmission  of  power  over GSU's transmission  system  to  certain
industrial  customers in Lake Charles, Louisiana.  In  October  1995,
the  D.C.  Circuit  affirmed  the  FERC's  previous  opinion  in  its
entirety.   The FERC held that GSU properly exercised its contractual
right to refuse to provide transmission service to Cajun.

Filings with the APSC  (Entergy Corporation, AP&L and Entergy Power)

      In September 1995, the APSC approved a waiver application filed
by  Entergy Power which would enable Entergy Power to make  sales  to
wholesale  entities  in Arkansas which are not  currently  served  by
AP&L.  In response to a request by certain Arkansas cities, the  APSC
agreed to decide whether Entergy Power can also sell to the wholesale
entities that currently are served by AP&L.

Mississippi Cities Complaint  (Entergy Corporation and MP&L)

      As  discussed  in   "Significant Factors and Known  Trends"  of
MP&L's Form 10-K, in October 1994 certain Mississippi cities filed  a
complaint  in  state  court  against  MP&L  and  eight  other   power
associations  requesting  the repeal of  certain  amendments  to  the
Mississippi  Public  Utilities Act that prevent  municipalities  from
acquiring  a  utility's facilities that are located in municipalities
where the utility holds a certificate to serve.  In October 1995, the
state  court dismissed the complaint.  Plaintiffs have until November
27, 1995, to appeal to the Mississippi Supreme Court.

City  of  New  Orleans Complaint  (Entergy Corporation,  AP&L,  LP&L,
MP&L, NOPSI and System Energy)

      As discussed in "Wholesale Rate Matters" in Item 1 of Part I of
Entergy  Corporation's Form 10-K,  in August 1990, the  City  of  New
Orleans  filed a complaint against Entergy Corporation,  AP&L,  LP&L,
MP&L,  NOPSI  and System Energy requesting that the FERC  investigate
AP&L's  transfer of its interest in Independence 2 and Ritchie  2  to
Entergy Power and the effect of the transfer on AP&L, LP&L, MP&L  and
NOPSI  and their  ratepayers.  On October 20, 1995, the D.C.  Circuit
affirmed the FERC's original orders.  The FERC's original orders held
that  the  transfer  and its effect on current  rates  were  prudent.
However, the prudency of the transfer on future replacement costs was
deferred until a time  when the  need for  such replacement  capacity
occurs.

Crown  Vista  Energy Project  (Entergy Corporation and Entergy  Power
Development Corporation)

      EPDC  entered into a joint venture, known as Crown Vista Energy
Project  (Crown Vista), with Mission Energy and Ahlstrom  Development
to  provide power to Jersey Central Power & Light (JCP&L).  In August
1995 Mission Energy filed a complaint against Entergy Corporation and
EPDC  alleging  that  EPDC improperly failed to  pay  at  least  $1.4
million  in  certain  project development costs  to  Mission  Energy.
Mission  Energy  seeks to recoup these payments.  The complaint  also
seeks  declaratory  relief regarding Mission Energy's  obligation  to
reimburse  EPDC for previously incurred development expenses  in  the
event that Mission Energy sells, disposes of or transfers any of  its
interest  in  Crown  Vista to another party.   It  is  believed  that
Mission Energy has reached a settlement with General Public Utilities
Corporation, parent of JCP&L, which provides for a payment to Mission
Energy  in  consideration for the cessation of development  of  Crown
Vista.  Crown Vista's purchased power agreements with JCP&L have been
sold  and Mission Energy has paid a portion of the sales proceeds  to
Ahlstrom Development.  However, Mission Energy has made no settlement
with EPDC.   EPDC anticipates filing claims against Mission Energy to
obtain reimbursement of the approximately $8.7 million in Crown Vista
development  costs incurred to date by EPDC.  Management believes  it
has  valid  grounds  to recover its investment in  Crown  Vista.   No
assurances can be given as to the timing or outcome of this matter.


Item 4.  Submission of Matters to a Vote of Security Holders

Redemption of Preferred Stock  (Entergy Corporation and NOPSI)

      A  consent  in  lieu  of  a  special meeting  of  NOPSI  common
stockholders was executed on July 14, 1995.  The consent  was  signed
on  behalf  of   Entergy Corporation, the holder of  all  issued  and
outstanding shares of NOPSI common stock.  The common stockholder, by
such  consent,  approved the redemption of the remaining  outstanding
shares  (19,495  shares)  of NOPSI's 15.44% Series  Preferred  Stock,
Cumulative, $100 Par Value.


Item 5.  Other Information

Nonregulated Investments  (Entergy Corporation and Entergy, S.A.)

      As discussed in "Corporate Development" in Item 1 of Part I  of
Entergy  Corporation's  Form 10-K, Entergy Corporation's  subsidiary,
Entergy,  S.A.,  acquired a 10% interest in a consortium  with  other
nonaffiliated  companies  that acquired a  60%  interest  in  Central
Costanera,  S.A.  (Costanera), a steam electric  generating  facility
located  in Argentina.  During the three months ending September  30,
1995,  Entergy, S.A. purchased 3.9% of the outstanding stock  of  the
Central  Buenos  Aires Project (the CBA Project)  for  $1.7  million.
Through   Entergy,  S.A.'s  interest  in  Costanera,  Entergy,   S.A.
indirectly purchased an additional 3% of the outstanding stock of the
CBA  Project.   In  October 1995, Entergy Power  Holding  Limited,  a
wholly  owned  subsidiary of Entergy Corporation, purchased  Entergy,
S.A.'s  interest in the CBA Project and purchased an additional  3.9%
of  the  outstanding stock of the CBA Project for $1.9 million.   The
CBA  Project  includes  the  addition of a  220  megawatt  combustion
turbine  and  heat  recovery  boiler to  a  generating  unit  at  the
Costanera  steam  electric generating facility.  This  addition  will
provide  electricity to the Argentina transmission grid and steam  to
the  Costanera generating unit.  The open cycle portion  of  the  CBA
Project, which will provide electricity to the Argentina transmission
grid, is expected to be in commercial operation by the end of October
1995.   The steam recovery portion, which will provide steam  to  the
Costanera generating unit, is expected to be in operation in  October
1996.

Labor Contract Negotiations  (Entergy Corporation AP&L, GSU and MP&L)

      As  discussed in Part II of Entergy Corporation's Form 10-Q for
the  quarterly periods ending March 31, 1995 and June 30,  1995,  the
labor union contract between GSU and the International Brotherhood of
Electrical  Workers  (IBEW) expired on  June  24,  1995.   The  labor
contract covers approximately 1,900 GSU employees in Southeast  Texas
and  Southwest Louisiana.  Negotiators for GSU and the IBEW have been
unsuccessful  in negotiating a new agreement for the non  River  Bend
portion  of  the IBEW.  A federal mediator was called in on  July  9,
1995,  to assist the parties in resolving their differences, but  the
mediation effort was unsuccessful.  In subsequent meetings, the  IBEW
voted  to reject GSU's settlement offer as well as a contingent offer
and  authorized the union leadership to call a strike  if  necessary.
In  August 1995, GSU implemented its last, best and final offer,  but
there  has  been  no  acceptance of this offer.  The  IBEW  employees
continue  to work without a contract.  If a strike should occur,  GSU
intends  to continue its operations with the assistance of management
and  supervisory personnel and outside contractors.  The  River  Bend
bargaining unit of the IBEW signed a new two year contract on  August
3, 1995.

     On October 12 and 14, 1995, the IBEW voted to accept a new three-
year collective bargaining agreement with AP&L and MP&L,
respectively.

Earnings Ratios  (AP&L, GSU, LP&L, MP&L, NOPSI and System Energy)

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

                         Ratios of Earnings to Fixed Charges   
                                Twelve Months Ended          
                                    December 31,                  September 30,
                    1990      1991      1992      1993      1994        1995
                                                                        
     AP&L           2.16      2.25      2.28      3.11(b)   2.32        2.63
     GSU              .80(c)  1.56      1.72      1.54        .36(c)    1.09
     LP&L           2.32      2.40      2.79      3.06      2.91        3.26
     MP&L           2.42      2.36      2.37      3.79(b)   2.12        2.63
     NOPSI          2.73      5.66      2.66      4.68(b)   1.91        2.19
     System Energy  2.10      1.74      2.04      1.87      1.23        1.24
                                                    

                       Ratios of Earnings to Combined Fixed 
                          Charges and Preferred Dividends
                                Twelve Months Ended           
                                   December 31,                 September 30,
                    1990      1991    1992    1993      1994        1995
                                                                    
     AP&L           1.81      1.87    1.86    2.54(b)   1.97        2.24
     GSU (a)          .59(c)  1.19    1.37    1.21        .29(c)     .96(c)
     LP&L           1.87      1.95    2.18    2.39      2.43        2.73
     MP&L           1.93      1.94    1.97    3.08(b)   1.81        2.29
     NOPSI          2.36      4.97    2.36    4.12(b)   1.73        2.01
                                                                    

(a)  "Preferred  Dividends"  in  the case  of  GSU  also  include
     dividends on preference stock.
     
(b)  Earnings  for the year ended December 31, 1993  include  $81
     million,  $52 million, and $18 million for AP&L,  MP&L,  and
     NOPSI,  respectively,  related to the change  in  accounting
     principle  to provide for the accrual of estimated  unbilled
     revenues.
     
(c)  Earnings  of GSU for the years ended December 31,  1994  and
     1990,  were  not adequate to cover fixed charges  by  $144.8
     million  and $60.6 million, respectively.  Earnings  of  GSU
     for  the  years ended December 31, 1994 and 1990,  were  not
     adequate  to  cover  combined fixed  charges  and  preferred
     dividends   by   $197.1   million   and   $165.1    million,
     respectively.  Earnings of GSU for the twelve  months  ended
     September  30,  1995  were not adequate  to  cover  combined
     fixed charges and preferred dividends by $10 million.
     

Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

   **4(a)    Credit  Agreement, dated as of October 10, 1995,  among
             Entergy,  the Banks (Bank of America National  Trust  &
             Savings  Association, The Bank of  New  York,  Chemical
             Bank,  Citibank,  N.A., Union Bank of Switzerland,  ABN
             AMRO  Bank  N.V.,  The  Bank of Nova  Scotia,  Canadian
             Imperial  Bank of Commerce, Bank, N.A., First  National
             Bank  of  Commerce,  and  Whitney  National  Bank)  and
             Citibank, N.A.,as Agent (filed as Exhibit B to Rule  24
             Certificate  dated October 20, 1995  in  File  No.  70-
             8149).
             
   **4(b)    Indenture,  dated  as  of September  1,  1995,  between
             System  Energy Resources, Inc. and Chemical Bank (filed
             as   Exhibit  B-10(a)  to  Rule  24  Certificate  dated
             October 20, 1995).
             
   23(a) -   Consent  of  Clark,  Thomas & Winters  (A  Professional
             Corporation).
             
   23(b) -   Consent of Sandlin Associates.
             
   27(a) -   Financial  Data  Schedule for Entergy  Corporation  and
             Subsidiaries as of September 30, 1995.
             
   27(b) -   Financial  Data Schedule for AP&L as of  September  30,
             1995.
             
   27(c) -   Financial  Data  Schedule for GSU as of  September  30,
             1995.
             
   27(d) -   Financial  Data Schedule for LP&L as of  September  30,
             1995.
             
   27(e) -   Financial  Data Schedule for MP&L as of  September  30,
             1995.
             
   27(f) -   Financial  Data Schedule for NOPSI as of September  30,
             1995.
             
   27(g) -   Financial  Data  Schedule  for  System  Energy  as   of
             September 30, 1995.
             
   99(a) -   AP&L's  Computation  of Ratios  of  Earnings  to  Fixed
             Charges  and of Earnings to Combined Fixed Charges  and
             Preferred Dividends, as defined.
             
   99(b) -   GSU's  Computation  of  Ratios  of  Earnings  to  Fixed
             Charges  and of Earnings to Combined Fixed Charges  and
             Preferred Dividends, as defined.
             
   99(c) -   LP&L's  Computation  of Ratios  of  Earnings  to  Fixed
             Charges  and of Earnings to Combined Fixed Charges  and
             Preferred Dividends, as defined.
             
   99(d) -   MP&L's  Computation  of Ratios  of  Earnings  to  Fixed
             Charges  and of Earnings to Combined Fixed Charges  and
             Preferred Dividends, as defined.
             
   99(e) -   NOPSI's  Computation  of Ratios of  Earnings  to  Fixed
             Charges  and of Earnings to Combined Fixed Charges  and
             Preferred Dividends, as defined.
             
   99(f) -   System  Energy's Computation of Ratios of  Earnings  to
             Fixed Charges, as defined.
             
** 99(g) -   Annual  Reports  on  Form 10-K of Entergy  Corporation,
             AP&L,  GSU,  LP&L, MP&L, NOPSI, and System  Energy  for
             the  fiscal  year ended December 31, 1994, portions  of
             which   are   incorporated  herein  by   reference   as
             described  elsewhere in this document (filed  with  the
             SEC  in File Nos. 1-11299, 1-10764, 1-2703, 1-8474,  0-
             320, 0-5807, and 1-9067, respectively).
             
** 99(h) -   Quarterly  Report on Form 10-Q of Entergy  Corporation,
             AP&L,  GSU,  LP&L, MP&L, NOPSI, and System  Energy  for
             the  quarter  ended March 31, 1995, portions  of  which
             are  incorporated  herein  by  reference  as  described
             elsewhere in this document (filed with the SEC in  File
             Nos.  1-11299, 1-10764, 1-2703, 1-8474, 0-320,  0-5807,
             and 1-9067, respectively).
             
** 99(i) -   Quarterly  Report on Form 10-Q of Entergy  Corporation,
             AP&L,  GSU,  LP&L, MP&L, NOPSI, and System  Energy  for
             the  quarter ended June 30, 1995, portions of which are
             incorporated   herein   by   reference   as   described
             elsewhere in this document (filed with the SEC in  File
             Nos.  1-11299, 1-10764, 1-2703, 1-8474, 0-320,  0-5807,
             and 1-9067, respectively).
             
** 99(j) -   Opinion  of  Clark,  Thomas & Winters,  a  professional
             corporation,  dated  September 30, 1992  regarding  the
             effect  of the October 1, 1991 judgment in GSU v.  PUCT
             in  the District Court of Travis County, Texas (99-1 in
             Registration No. 33-48889).
             
** 99(k) -   Opinion  of  Clark,  Thomas & Winters,  a  professional
             corporation,  dated  August 8, 1994 regarding  recovery
             of  costs  deferred pursuant to PUCT  order  in  Docket
             6525  (filed  as Exhibit 99(j) to Quarterly  Report  on
             Form  10-Q for the quarter ended June 30, 1994 in  File
             No. 1-2703).
             
   99(l) -   Opinion  of  Clark,  Thomas & Winters,  a  professional
             corporation,  confirming its opinions  dated  September
             30, 1992 and August 8, 1994.
___________________________

 *   Reference  is  made to a duplicate list of  exhibits  being
     filed  as  a  part  of  Form 10-Q  for  the  quarter  ended
     September 30, 1995, which list, prepared in accordance with
     Item  102  of Regulation S-T of the Securities and Exchange
     Commission,  immediately precedes the exhibits being  filed
     with Form 10-Q for the quarter ended September 30, 1995.
           
**   Incorporated herein by reference as indicated.
           
     (b)   Reports on Form 8-K
           
     Entergy     
           
           A current report on Form 8-K, dated October 25, 1995,
           was filed with the SEC on October 25, 1995, reporting
           information under Item 5. "Other Events."
           
     GSU   
           
           A current report on Form 8-K, dated October 25, 1995,
           was filed with the SEC on October 25, 1995, reporting
           information under Item 5. "Other Events."
           
                                  
<PAGE>                            
                                  
                               EXPERTS


       The   statements  attributed  to  Clark, Thomas  &  Winters, A
Professional  Corporation, as to legal conclusions  with  respect  to
GSU's  rate regulation in Texas in Note 2 to Entergy Corporation  and
Subsidiaries Consolidated Financial Statements, "Rate and  Regulatory
Matters,"  have  been reviewed by such firm and are  included  herein
upon the authority of such firm as experts.

      The  statements attributed to Sandlin Associates regarding  the
analysis of River Bend construction costs of GSU in Note 2 to Entergy
Corporation and Subsidiaries Consolidated Financial Statements, "Rate
and  Regulatory  Matters," have been reviewed by such  firm  and  are
included herein upon the authority of such firm as experts.

                              
<PAGE>                        
                              SIGNATURE


      Pursuant to the requirements of the Securities Exchange Act  of
1934, each registrant has duly caused this report to be signed on its
behalf  by  the undersigned thereunto duly authorized.  The signature
for  each  undersigned  company shall be deemed  to  relate  only  to
matters having reference to such company or its subsidiaries.


                         ENTERGY CORPORATION
                         ARKANSAS POWER & LIGHT COMPANY
                         GULF STATES UTILITIES COMPANY
                         LOUISIANA POWER & LIGHT COMPANY
                         MISSISSIPPI POWER & LIGHT COMPANY
                         NEW ORLEANS PUBLIC SERVICE INC.
                         SYSTEM ENERGY RESOURCES, INC.



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



Date:  November 6, 1995







                                             Exhibit 23(a)




             [Letterhead of Clark, Thomas & Winters]



                             CONSENT


      We  consent to the reference to our firm under the  heading
"Experts" in the Quarterly Report on Form 10-Q being filed on  or
about  the date hereof by Entergy Corporation, Arkansas  Power  &
Light  Company, Gulf States Utilities Company ("GSU"),  Louisiana
Power  &  Light Company, Mississippi Power & Light  Company,  New
Orleans Public Service Inc. and System Energy Resources, Inc.  We
further  consent  to  the  incorporation  by  reference  in   the
registration  statements of GSU on Form S-3 and  Form  S-8  (File
Numbers  2-76551,  2-98011,  33-49739,  and  33-51181)  of   such
reference and Statements of Legal Conclusions.



                                   /s/ Clark, Thomas & Winters
                                   A Professional Corporation

                                   CLARK, THOMAS & WINTERS,
                                   A Professional Corporation

Austin, Texas
November 6, 1995



                                             Exhibit 23(b)


                             CONSENT


      We  consent to the reference to our firm under the  heading
"Experts" in the Quarterly Report on Form 10-Q being filed on  or
about  the date hereof by Entergy Corporation, Arkansas  Power  &
Light  Company, Gulf States Utilities Company ("GSU"),  Louisiana
Power  &  Light Company, Mississippi Power & Light  Company,  New
Orleans Public Service Inc. and System Energy Resources, Inc.  We
further  consent  to  the  incorporation  by  reference  of  such
reference to our firm into GSU's Registration Statements  on Form
S-3 and Form S-8 (File Numbers 2-76551, 2-98011, 33-49739 and 33-
51181) of such reference and Statements.


                                        /s/ Sandlin Associates



                                        SANDLIN ASSOCIATES
                                        Management Consultants

Pasco, Washington
November 6, 1995



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

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
Entergy's financial statements for the quarter ended September 30, 1995
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SUBSIDIARY>
   <NUMBER> 017
   <NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   15,802,065
<OTHER-PROPERTY-AND-INVEST>                    530,063
<TOTAL-CURRENT-ASSETS>                       2,613,829
<TOTAL-DEFERRED-CHARGES>                     3,650,659
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                              22,596,616
<COMMON>                                         2,300
<CAPITAL-SURPLUS-PAID-IN>                    4,201,435
<RETAINED-EARNINGS>                          2,396,953
<TOTAL-COMMON-STOCKHOLDERS-EQ>               6,533,566
                          260,342
                                    550,955
<LONG-TERM-DEBT-NET>                         6,749,860
<SHORT-TERM-NOTES>                                 648
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  667,375
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    308,068
<LEASES-CURRENT>                               152,968
<OTHER-ITEMS-CAPITAL-AND-LIAB>               7,305,712
<TOT-CAPITALIZATION-AND-LIAB>               22,596,616
<GROSS-OPERATING-REVENUE>                    4,855,592
<INCOME-TAX-EXPENSE>                           327,312
<OTHER-OPERATING-EXPENSES>                   3,512,572
<TOTAL-OPERATING-EXPENSES>                   3,839,884
<OPERATING-INCOME-LOSS>                      1,015,708
<OTHER-INCOME-NET>                              19,998
<INCOME-BEFORE-INTEREST-EXPEN>               1,035,706
<TOTAL-INTEREST-EXPENSE>                       553,560
<NET-INCOME>                                   541,501
                     59,355
<EARNINGS-AVAILABLE-FOR-COMM>                  482,146
<COMMON-STOCK-DIVIDENDS>                       306,465
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                       1,069,443
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


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

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
AP&L's financial statements for the quarter ended September 30, 1995
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SUBSIDIARY>
   <NUMBER> 001
   <NAME> ARKANSAS POWER & LIGHT COMPANY
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,864,608
<OTHER-PROPERTY-AND-INVEST>                    176,534
<TOTAL-CURRENT-ASSETS>                         640,292
<TOTAL-DEFERRED-CHARGES>                       628,165
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,309,599
<COMMON>                                           470
<CAPITAL-SURPLUS-PAID-IN>                      590,844
<RETAINED-EARNINGS>                            528,450
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,119,764
                           51,527
                                    176,350
<LONG-TERM-DEBT-NET>                         1,281,030
<SHORT-TERM-NOTES>                                 667
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   27,425
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    102,937
<LEASES-CURRENT>                                56,971
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,492,928
<TOT-CAPITALIZATION-AND-LIAB>                4,309,599
<GROSS-OPERATING-REVENUE>                    1,282,208
<INCOME-TAX-EXPENSE>                            59,532
<OTHER-OPERATING-EXPENSES>                   1,030,203
<TOTAL-OPERATING-EXPENSES>                   1,089,735
<OPERATING-INCOME-LOSS>                        192,473
<OTHER-INCOME-NET>                              24,485
<INCOME-BEFORE-INTEREST-EXPEN>                 216,958
<TOTAL-INTEREST-EXPENSE>                        83,089
<NET-INCOME>                                   133,869
                     13,617
<EARNINGS-AVAILABLE-FOR-COMM>                  120,252
<COMMON-STOCK-DIVIDENDS>                        83,600
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         282,108
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


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

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
GSU's financial statements for the quarter ended September 30, 1995
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SUBSIDIARY>
   <NUMBER> 003
   <NAME> GULF STATES UTILITIES COMPANY 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    4,655,790
<OTHER-PROPERTY-AND-INVEST>                     55,560
<TOTAL-CURRENT-ASSETS>                         757,810
<TOTAL-DEFERRED-CHARGES>                     1,389,063
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               6,858,223
<COMMON>                                       114,055
<CAPITAL-SURPLUS-PAID-IN>                    1,152,469
<RETAINED-EARNINGS>                            357,171
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,623,695
                           90,087
                                    136,444
<LONG-TERM-DEBT-NET>                         2,250,420
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   70,425
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     95,051
<LEASES-CURRENT>                                37,366
<OTHER-ITEMS-CAPITAL-AND-LIAB>               2,554,735
<TOT-CAPITALIZATION-AND-LIAB>                6,858,223
<GROSS-OPERATING-REVENUE>                    1,419,242
<INCOME-TAX-EXPENSE>                            63,715
<OTHER-OPERATING-EXPENSES>                   1,105,847
<TOTAL-OPERATING-EXPENSES>                   1,169,562
<OPERATING-INCOME-LOSS>                        249,680
<OTHER-INCOME-NET>                              13,454
<INCOME-BEFORE-INTEREST-EXPEN>                 263,134
<TOTAL-INTEREST-EXPENSE>                       148,034
<NET-INCOME>                                   115,100
                     22,357
<EARNINGS-AVAILABLE-FOR-COMM>                   92,743
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         344,267
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


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

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
LP&L's financial statements for the quarter ended September 30, 1995
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SUBSIDIARY>
   <NUMBER> 009
   <NAME> LOUISIANA POWER & LIGHT COMPANY 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    3,544,528
<OTHER-PROPERTY-AND-INVEST>                     69,330
<TOTAL-CURRENT-ASSETS>                         406,893
<TOTAL-DEFERRED-CHARGES>                       467,680
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,488,431
<COMMON>                                     1,088,900
<CAPITAL-SURPLUS-PAID-IN>                       (4,835)
<RETAINED-EARNINGS>                            145,206
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,229,271
                          100,009
                                    160,500
<LONG-TERM-DEBT-NET>                         1,368,386
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  110,260
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     41,267
<LEASES-CURRENT>                                28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,450,738
<TOT-CAPITALIZATION-AND-LIAB>                4,488,431
<GROSS-OPERATING-REVENUE>                    1,288,081
<INCOME-TAX-EXPENSE>                           104,366
<OTHER-OPERATING-EXPENSES>                     903,260
<TOTAL-OPERATING-EXPENSES>                   1,007,626
<OPERATING-INCOME-LOSS>                        280,455
<OTHER-INCOME-NET>                               2,938
<INCOME-BEFORE-INTEREST-EXPEN>                 283,393
<TOTAL-INTEREST-EXPENSE>                       101,430
<NET-INCOME>                                   181,963
                     16,177
<EARNINGS-AVAILABLE-FOR-COMM>                  165,786
<COMMON-STOCK-DIVIDENDS>                       134,000
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         308,207
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


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

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
MP&L's financial statements for the quarter ended September 30, 1995
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SUBSIDIARY>
   <NUMBER> 010
   <NAME> MISSISSIPPI POWER & LIGHT COMPANY 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      987,817
<OTHER-PROPERTY-AND-INVEST>                     11,148
<TOTAL-CURRENT-ASSETS>                         321,240
<TOTAL-DEFERRED-CHARGES>                       314,050
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               1,634,255
<COMMON>                                       199,326
<CAPITAL-SURPLUS-PAID-IN>                         (218)
<RETAINED-EARNINGS>                            250,023
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 449,131
                           16,770
                                     57,881
<LONG-TERM-DEBT-NET>                           504,358
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   66,015
                            0
<CAPITAL-LEASE-OBLIGATIONS>                        456
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 539,644
<TOT-CAPITALIZATION-AND-LIAB>                1,634,255
<GROSS-OPERATING-REVENUE>                      692,482
<INCOME-TAX-EXPENSE>                            30,022
<OTHER-OPERATING-EXPENSES>                     565,609
<TOTAL-OPERATING-EXPENSES>                     595,631
<OPERATING-INCOME-LOSS>                         96,851
<OTHER-INCOME-NET>                               1,547
<INCOME-BEFORE-INTEREST-EXPEN>                  98,398
<TOTAL-INTEREST-EXPENSE>                        38,818
<NET-INCOME>                                    59,580
                      6,168
<EARNINGS-AVAILABLE-FOR-COMM>                   53,412
<COMMON-STOCK-DIVIDENDS>                        35,400
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         139,406
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


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

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
NOPSI's financial statements for the quarter ended September 30, 1995
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SUBSIDIARY>
   <NUMBER> 011
   <NAME> NEW ORLEANS PUBLIC SERVICE INC 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      280,726
<OTHER-PROPERTY-AND-INVEST>                      3,259
<TOTAL-CURRENT-ASSETS>                         170,360
<TOTAL-DEFERRED-CHARGES>                       166,950
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 621,295
<COMMON>                                        33,744
<CAPITAL-SURPLUS-PAID-IN>                       36,247 
<RETAINED-EARNINGS>                             95,545
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 165,536
                            1,950
                                     19,780
<LONG-TERM-DEBT-NET>                           155,946
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   38,250
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 239,833
<TOT-CAPITALIZATION-AND-LIAB>                  621,295
<GROSS-OPERATING-REVENUE>                      368,272
<INCOME-TAX-EXPENSE>                            18,110
<OTHER-OPERATING-EXPENSES>                     305,714
<TOTAL-OPERATING-EXPENSES>                     323,824
<OPERATING-INCOME-LOSS>                         44,448
<OTHER-INCOME-NET>                                 715
<INCOME-BEFORE-INTEREST-EXPEN>                  45,163
<TOTAL-INTEREST-EXPENSE>                        13,368
<NET-INCOME>                                    31,795
                      1,035
<EARNINGS-AVAILABLE-FOR-COMM>                   30,760
<COMMON-STOCK-DIVIDENDS>                        14,100
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          70,690
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


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

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
SERI's financial statements for the quarter ended September 30, 1995
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SUBSIDIARY>
   <NUMBER> 012
   <NAME> SYSTEM ENERGY RESOURCES, INC. 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,698,013
<OTHER-PROPERTY-AND-INVEST>                     38,606
<TOTAL-CURRENT-ASSETS>                         201,866
<TOTAL-DEFERRED-CHARGES>                       659,492
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               3,597,977
<COMMON>                                       789,350
<CAPITAL-SURPLUS-PAID-IN>                            7 
<RETAINED-EARNINGS>                             85,914
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 875,271
                                0
                                          0
<LONG-TERM-DEBT-NET>                         1,189,720
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  355,000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     53,585
<LEASES-CURRENT>                                28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,096,401
<TOT-CAPITALIZATION-AND-LIAB>                3,597,977
<GROSS-OPERATING-REVENUE>                      455,054
<INCOME-TAX-EXPENSE>                            57,775
<OTHER-OPERATING-EXPENSES>                     218,254
<TOTAL-OPERATING-EXPENSES>                     276,029
<OPERATING-INCOME-LOSS>                        179,025
<OTHER-INCOME-NET>                               5,536
<INCOME-BEFORE-INTEREST-EXPEN>                 184,561
<TOTAL-INTEREST-EXPENSE>                       114,828
<NET-INCOME>                                    69,733
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   69,733
<COMMON-STOCK-DIVIDENDS>                        69,500
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          51,199
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE>
<CAPTION>
                                                                                          
                                                                                          Exhibit 99(a)  
                                                                                                     
                                 Arkansas Power and Light Company                                  
                      Computation of Ratios of Earnings to Fixed Charges and                       
               Ratios of Earnings to Combined Fixed Charges and Preferred Dividends                
                                                 
                                                                                                                    
                                                                             Twelve Months Ended
                                                                                  December 31,                       September
                                                                1990       1991       1992       1993       1994        1995
                                                                           (In Thousands, Except for Ratios)
<S>                                                            <C>        <C>        <C>        <C>       <C>          <C>
Fixed charges, as defined:                                                                                          
  Interest on long-term debt                                   $132,607   $133,854   $120,317   $107,771  $101,439     $102,335
  Interest on notes payable                                       1,027         --        117        349     1,311          715
  Amortization of expense and premium on debt-net(cr)             1,792      1,112      1,359      2,702     4,563        4,495
  Other interest                                                  1,567      1,303      2,308      8,769     3,501        5,452
  Interest applicable to rentals                                 24,233     21,969     17,657     16,860    19,140       18,663
                                                               ----------------------------------------------------------------
                          
Total fixed charges, as defined                                 161,226    158,238    141,758    136,451   129,954      131,660
                                                                                                                    
Preferred dividends, as defined (a)                              30,851     31,458     32,195     30,334    23,234       23,035
                                                               ----------------------------------------------------------------
                                                 
Combined fixed charges and preferred dividends, as defined     $192,077   $189,696   $173,953   $166,785  $153,188     $154,695
                                                               ================================================================
                                                 
Earnings as defined:                                                                                                
                                                                                                                    
  Net Income                                                   $129,765   $143,451   $130,529   $205,297  $142,263     $171,350
  Add:                                                                                                              
    Provision for income taxes:                                                                                     
      Federal & State                                            50,921     44,418     57,089     58,162    83,300       91,850
    Deferred - net                                               17,943     11,048      3,490     34,748   (17,939)     (16,546)
    Investment tax credit adjustment - net                      (12,022)    (1,600)    (9,989)   (10,573)  (36,141)     (31,693)
    Fixed charges as above                                      161,226    158,238    141,758    136,451   129,954      131,660
                                                               ----------------------------------------------------------------
                                                 
Total earnings, as defined                                     $347,833   $355,555   $322,877   $424,085  $301,437     $346,621
                                                               ================================================================
                                                 
Ratio of earnings to fixed charges, as defined                     2.16       2.25       2.28       3.11      2.32         2.63
                                                               ================================================================
                                                 
Ratio of earnings to combined fixed charges and                                                                     
 preferred dividends, as defined                                   1.81       1.87       1.86       2.54      1.97         2.24
                                                               ================================================================
                                                 
                                                                                                                    
- ------------------------                                                                                            
(a) "Preferred dividends," as defined by SEC regulation S-K,                                                        
    are computed by dividing the preferred dividend
    requirement by one hundred percent (100%) minus the                                                           
    income tax rate.
</TABLE>                                                       


<TABLE>                                                       
<CAPTION>
                                                                   
                                                                              Exhibit 99(b)
                                                                       
                                                                       
                                            Gulf States Utilities Company
                               Computation of Ratios of Earnings to Fixed Charges and
                        Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
                                                          
                                                                                                                             
                                                                              Twelve Months Ended                  
                                                                                   December 31,                      September 30,
                                                                1990       1991       1992       1993       1994       1995
                                                                                                                             
<S>                                                           <C>        <C>        <C>        <C>       <C>          <C>
Fixed charges, as defined:                                                                                                   
  Interest on long-term debt                                  $218,462   $201,335   $197,218   $172,494  $167,082     $183,987
  Interest on notes payable                                     36,963     27,953     21,155     19,440    20,203          741
  Other interest                                                18,380     29,169     26,564     10,561     7,957        6,251
  Amortization of expense and premium on debt-net(cr)            2,192      1,999      3,479      8,104     8,892        8,926
  Interest applicable to rentals                                23,761     24,049     23,759     23,455    21,539       18,343
                                                              ----------------------------------------------------------------
Total fixed charges, as defined                                299,758    284,505    272,175    234,054   225,673      218,248
                                                                                                                             
Preferred dividends, as defined (a)                            104,484     90,146     69,617     65,299    52,210       30,015
                                                              ----------------------------------------------------------------
                                                               
Combined fixed charges and preferred dividends, as defined    $404,242   $374,651   $341,792   $299,353  $277,883     $248,263
                                                              ================================================================

Earnings as defined:                                                                                                         
                                                                                                                             
Income (loss) from continuing operations before extraordinary 
  items and the cumulative effect of accounting changes       ($36,399)  $112,391   $139,413    $69,462  ($82,755)     $19,810
  Add:                                                                                                                       
    Income Taxes                                               (24,216)    48,250     55,860     58,016   (62,086)         205
    Fixed charges as above                                     299,758    284,505    272,175    234,054   225,673      218,248
                                                              ----------------------------------------------------------------
Total earnings, as defined                                    $239,143   $445,146   $467,448   $361,532   $80,832     $238,263
                                                              ================================================================
Ratio of earnings to fixed charges, as defined                    0.80       1.56       1.72       1.54      0.36         1.09
                                                              ================================================================
Ratio of earnings to combined fixed charges and                                                                              
 preferred dividends, as defined                                  0.59       1.19       1.37       1.21      0.29         0.96
                                                              ================================================================

___________________

(a) "Preferred dividends," as defined by SEC regulation S-K, are    
    computed by dividing the preferred dividend requirement by one 
    hundred percent (100%) minus the income tax rate.
                                                                      
(b) Earnings for the year ended December 31, 1994 and 1990, for GSU    
    were not adequate to cover fixed charges by $144.8 million and 
    $60.6 million, respectively.  Earnings for the years ended 
    December 31, 1994 and 1990, for GSU were not adequate to cover 
    fixed charges and preferred dividends by $197.1 million and 
    $165.1 million, respectively.  Earnings for the twelve months 
    ended September 30, 1995 for GSU were not adequate to cover 
    fixed charges and preferred dividends by $10.0 million.       
                                                                    
</TABLE>



<TABLE>                                                      
<CAPTION>
                                                                  
                                                                                            Exhibit 99(c) 
                                                                       
                                                                              
                                        Louisiana Power and Light Company                                                       
                             Computation of Ratios of Earnings to Fixed Charges and                                             
                      Ratios of Earnings to Combined Fixed Charges and Preferred Dividends                                      
                                                        
                                                                 
                                                                            Twelve Months Ended  
                                                                                December 31,                      September 30,
                                                              1990       1991       1992       1993       1994       1995
                                                                      
<S>                                                          <C>        <C>        <C>        <C>       <C>          <C>
Fixed charges, as defined:                                            
  Interest on long-term debt                                 $154,357   $158,816   $128,672   $124,633  $124,820     $124,992
  Interest on notes payable                                        87         --        150        898     1,948        1,729
  Other interest charges                                        6,378      5,924      5,591      5,706     4,546        5,230
  Amortization of expense and premium on debt - net(cr)         3,397      3,282      7,100      5,720     5,130        5,387
  Interest applicable to rentals                               12,906     11,381      9,363      8,519     8,332        9,088
                                                             ----------------------------------------------------------------
                                                                                
Total fixed charges, as defined                               177,125    179,403    150,876    145,476   144,776      146,426
                                                                         
Preferred dividends, as defined (a)                            42,365     41,212     42,026     40,779    29,171       28,777
                                                             ----------------------------------------------------------------
                                                                                
Combined fixed charges and preferred dividends, as defined   $219,490   $220,615   $192,902   $186,255  $173,947     $175,203
                                                             ================================================================
                                                                                
Earnings as defined:                                        
                                                                      
  Net Income                                                 $155,049   $166,572   $182,989   $188,808  $213,839     $243,325
  Add:                                                                 
    Provision for income taxes:                                        
      Federal and State                                        62,236      8,684     36,465     70,552    79,260      152,648
    Deferred Federal and State - net                           (9,655)    67,792     51,889     43,017    21,580      (27,948)
    Investment tax credit adjustment - net                     26,646      8,244     (1,317)    (2,756)  (37,552)     (36,721)
    Fixed charges as above                                    177,125    179,403    150,876    145,476   144,776      146,426
                                                             ----------------------------------------------------------------
Total earnings, as defined                                   $411,401   $430,695   $420,902   $445,097  $421,903     $477,730
                                                             ================================================================
                                                                                
Ratio of earnings to fixed charges, as defined                   2.32       2.40       2.79       3.06      2.91         3.26
                                                             ================================================================
                                                                                
Ratio of earnings to combined fixed charges and                      
 preferred dividends, as defined                                 1.87       1.95       2.18       2.39      2.43         2.73
                                                             ================================================================
                                                                                
                                                                       
- ------------------------                                         
(a) "Preferred dividends," as defined by SEC regulation S-K, are 
    computed by dividing the preferred dividend requirement by one 
    hundred percent (100%) minus the income tax rate.

</TABLE>


<TABLE>                                                            
<CAPTION>

                                                                                                Exhibit 99(d)
                                                                     
                                                                        
                                        Mississippi Power and Light Company
                               Computation of Ratios of Earnings to Fixed Charges and
                        Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
                                                          
                                                                       
                                                                            Twelve Months Ended                  
                                                                                December 31,                      September 30,
                                                               1990       1991       1992       1993       1994        1995
                                                                                                                  
<S>                                                           <C>        <C>        <C>        <C>       <C>          <C>
Fixed charges, as defined:                                                                                        
  Interest on long-term debt                                  $63,975    $63,628    $60,709    $52,099   $46,081      $45,619
  Interest on notes payable                                     1,512        953         36          7     1,348          521
  Other interest charges                                        1,494      1,444      1,636      1,795     3,581        4,789
  Amortization of expense and premium on debt-net(cr)           1,737      1,617      1,685      1,458     1,754        1,616
  Interest applicable to rentals                                  596        574        521      1,264     1,716        2,341
                                                              ---------------------------------------------------------------
Total fixed charges, as defined                                69,314     68,216     64,587     56,623    54,480       54,886
                                                                                                                  
Preferred dividends, as defined (a)                            17,584     14,962     12,823     12,990     9,447        8,168
                                                              ---------------------------------------------------------------
                                                    
Combined fixed charges and preferred dividends, as defined    $86,898    $83,178    $77,410    $69,613   $63,927      $63,054
                                                              ===============================================================
                                                    
Earnings as defined:                                    
                                                                      
  Net Income                                                  $60,830    $63,088    $65,036   $101,743   $48,779      $69,601
  Add:                                                                                                            
    Provision for income taxes:                                                                                   
      Federal and State                                         4,027     (1,001)     4,463     54,418    46,884       56,488
    Deferred Federal and State - net                           35,721     32,491     20,430        539   (26,763)     (29,301)
    Investment tax credit adjustment - net                     (1,835)    (1,634)    (1,746)     1,036    (7,645)      (7,452)
    Fixed charges as above                                     69,314     68,216     64,587     56,623    54,480       54,886
                                                             ----------------------------------------------------------------
                                                     
Total earnings, as defined                                   $168,057   $161,160   $152,770   $214,359  $115,735     $144,222
                                                             ================================================================
                                                     
Ratio of earnings to fixed charges, as defined                   2.42       2.36       2.37       3.79      2.12         2.63
                                                             ================================================================
                                                     
Ratio of earnings to combined fixed charges and                          
 preferred dividends, as defined                                 1.93       1.94       1.97       3.08      1.81         2.29
                                                             ================================================================
                                                     
                                                                      
- ------------------------                                             
(a) "Preferred dividends," as defined by SEC regulation S-K, are 
    computed by dividing the preferred dividend requirement by one 
    hundred percent (100%) minus the income tax rate.
</TABLE>


<TABLE>                                                          
<CAPTION>
                                                                  
                                                                                                Exhibit 99(e)
                                                                      
                                                                      
                                          New Orleans Public Service Inc.
                               Computation of Ratios of Earnings to Fixed Charges and
                        Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
                                                          
                                                                
                                                                               Twelve Months Ended
                                                                                   December 31,                    September 30,
                                                                 1990       1991       1992       1993       1994       1995
<S>                                                            <C>        <C>        <C>        <C>       <C>          <C>
Fixed charges, as defined:
  Interest on long-term debt                                   $24,472    $23,865    $22,934    $19,478   $16,382      $15,381
  Interest on notes payable                                         --         --         --         --       153          144
  Other interest charges                                           831        793      1,714      1,016     1,027        1,725
  Amortization of expense and premium on debt-net(cr)              579        565        576        598       710          649
  Interest applicable to rentals                                   160        517        444        544     1,245        1,057
                                                               ---------------------------------------------------------------
Total fixed charges, as defined                                 26,042     25,740     25,668     21,636    19,517       18,956
                                                                                                                   
Preferred dividends, as defined (a)                              4,020      3,582      3,214      2,952     2,071        1,770
                                                               ---------------------------------------------------------------
Combined fixed charges and preferred dividends, as defined     $30,062    $29,322    $28,882    $24,588   $21,588      $20,726
                                                               ===============================================================
Earnings as defined:                                                                                               
                                                                                                                   
  Net Income                                                   $27,542    $74,699    $26,424    $47,709   $13,211      $17,448
  Add:                                                                                                             
    Provision for income taxes:                                                                                    
      Federal and State                                            134      8,885     16,575     27,479    22,606       13,343
    Deferred Federal and State - net                            17,370     36,947       (340)     5,203   (15,674)      (5,896)
    Investment tax credit adjustment - net                         (75)      (591)      (170)      (744)   (2,332)      (2,259)
    Fixed charges as above                                      26,042     25,740     25,668     21,636    19,517       18,956
                                                               ---------------------------------------------------------------
Total earnings, as defined                                     $71,013   $145,680    $68,157   $101,283   $37,328      $41,592
                                                               ===============================================================
Ratio of earnings to fixed charges, as defined                    2.73       5.66       2.66       4.68      1.91         2.19
                                                               ===============================================================
Ratio of earnings to combined fixed charges and                                                                    
 preferred dividends, as defined                                  2.36       4.97       2.36       4.12      1.73         2.01
                                                               ===============================================================
                                                                   
- ------------------------                                               
(a) "Preferred dividends," as defined by SEC regulation S-K,              
    are computed by dividing the preferred dividend
    requirement by one hundred percent (100%) minus the             
    income tax rate.
                                                                      
(b) Earnings for the twelve months ended December 31, 1991           
    include the $90 million effect of the 1991 NOPSI Settlement.    
                                                                    
</TABLE>                                                          


<TABLE>                                                        
<CAPTION>
                                                                   
                                                                                                Exhibit 99 (f)
                                                                       
                                                                       
                                           System Energy Resources, Inc.
                               Computation of Ratios of Earnings to Fixed Charges and
                                        Ratios of Earnings to Fixed Charges
                                                          
                                                                                                           
                                                                     Twelve Months Ended                 
                                                                        December 31,                      September 30,
                                                       1990      1991       1992       1993       1994      1995
                                                                                                           
<S>                                                  <C>        <C>        <C>        <C>       <C>         <C>
Fixed charges, as defined:                                                                                 
  Interest on long-term debt                         $230,644   $218,538   $196,618   $184,818  $162,517    $144,125
  Interest on notes payable                                 0          0          0          0        88         172
  Amortization of expense and premium on debt-net      10,532      7,495      6,417      4,520     6,731       6,188
  Interest applicable to rentals                       13,830     10,007      6,265      6,790     7,546       5,982
  Other interest charges                                1,460      3,617      1,506      1,600     7,168      12,304
                                                     ---------------------------------------------------------------
Total fixed charges, as defined                      $256,466   $239,657   $210,806   $197,728  $184,050    $168,771
                                                     ===============================================================
Earnings as defined:                                                                                       
  Net Income                                         $168,677   $104,622   $130,141    $93,927    $5,407      $3,445
  Add:                                                                                                     
    Provision for income taxes:                                                                            
      Federal and State                                 4,620    (26,848)    35,082     48,314    67,477      95,297
      Deferred Federal and State - net                 52,962     37,168     23,648     60,690   (27,374)    (55,287)
    Investment tax credit adjustment - net             56,320     63,256     30,123    (30,452)   (3,265)     (3,265)
    Fixed charges as above                            256,466    239,657    210,806    197,728   184,050     168,771
                                                     ---------------------------------------------------------------
Total earnings, as defined                           $539,045   $417,855   $429,800   $370,207  $226,295    $208,961
                                                     ===============================================================
Ratio of earnings to fixed charges, as defined           2.10       1.74       2.04       1.87      1.23        1.24
                                                     ===============================================================
                                                                         
                                                           
</TABLE>                                                             


                                                Exhibit 99(l)
                                
             [LETTERHEAD OF CLARK, THOMAS & WINTERS]
                                
                                
                                
                        November 6, 1995
                                
                                
                                
Gulf States Utilities Company
639 Loyola Avenue
New Orleans, LA  70112
Attn: Scott Forbes


     Re:  SEC Form 10-Q of Gulf States Utilities Company (the
          "Company") for the quarter ending September 30, 1995
     
Dear Mr. Forbes:

     Our firm has rendered to the Company two opinion letters
dated September 30, 1992 and August 8, 1994, concerning
certain issues presented in the appeal of PUCT Docket No.
7195 now pending in the Texas Third District Court of
Appeals.  In connection with the above-referenced Form 10-Q,
we confirm to you as of the date hereof that we continue to
hold the opinions set forth in the letter dated August 8,
1994 and in the September 30, 1992 letter which addressed the
recovery of $1.45 billion of abeyed construction costs.<FN1>



                              CLARK, THOMAS & WINTERS
                              A Professional Corporation


                              /s/ Clark, Thomas & Winters,
                              A Professional Corporation


_______________________________
<FN1>  The opinion letters dated September 30, 1992 indicate that
       the amount of River Bend plant costs held in abeyance was
       $1.45 billion.  The more correct amount, as indicated by the
       Company in its securities filings to which those opinions
       related, is $1.4 billion.



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