ARKANSAS POWER & LIGHT CO
10-Q, 1995-05-12
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 March 31, 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) 969-2311               
                                                                 
0-5807          NEW ORLEANS PUBLIC SERVICE INC.        72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 569-4000               
                                                                 
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 April 30, 1995
Entergy Corporation         ($0.01 par value)            227,746,450

<PAGE>

                 ENTERGY CORPORATION AND SUBSIDIARIES
                INDEX TO QUARTERLY REPORT ON FORM 10-Q
                            March 31, 1995

                                                                 Page
                                                                Number

Definitions                                                        1
Financial Statements:
  Entergy Corporation and Subsidiaries:
    Statements of Consolidated Income                              5
    Statements of Consolidated Cash Flows                          6
    Consolidated Balance Sheets                                    8
  Arkansas Power & Light Company:
    Statements of Income                                          10
    Statements of Cash Flows                                      11
    Balance Sheets                                                12
  Gulf States Utilities Company:
    Statements of Income (Loss)                                   14
    Statements of Cash Flows                                      15
    Balance Sheets                                                16
  Louisiana Power & Light Company:
    Statements of Income                                          18
    Statements of Cash Flows                                      19
    Balance Sheets                                                20
  Mississippi Power & Light Company:
    Statements of Income                                          22
    Statements of Cash Flows                                      23
    Balance Sheets                                                24
  New Orleans Public Service Inc.:
    Statements of Income                                          26
    Statements of Cash Flows                                      27
    Balance Sheets                                                28
  System Energy Resources, Inc.:
    Statements of Income                                          30
    Statements of Cash Flows                                      31
    Balance Sheets                                                32
Notes to Financial Statements                                     34
Management's Financial Discussion and Analysis                    47
Part II:
  Item 1.  Legal Proceedings                                      70
  Item 4.  Submission of Matters to a Vote of Security Holders    71
  Item 5.  Other Information                                      72
  Item 6.  Exhibits and Reports on Form 8-K                       76
Experts                                                           78
Signature                                                         79

<PAGE>

This combined 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 Form
10-Q supplements and updates the Form 10-K for the calendar year
ended December 31, 1994, 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
Availability Agreement   Agreement, dated as of June 21, 1974, as
                         amended, among System Energy and AP&L,
                         LP&L, MP&L, and NOPSI, and the
                         assignments thereof
Capital Funds Agreement  Agreement, dated as of June 21, 1974, as
                         amended, between System Energy and
                         Entergy Corporation, and the assignments
                         thereof
CCLM                     Customer-Controlled Load Management (a
                         DSM activity utilizing residential time-of-use rates)
City of New Orleans or   New Orleans, Louisiana
City Council             Council of the City of New Orleans, Louisiana
D.C. Circuit             United States Court of Appeals for the
                         District of Columbia Circuit
DSM                      Demand-Side Management (Least Cost Plan
                         activities that influence electricity
                         usage by customers)
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.
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
G&R Bonds                General and Refunding Mortgage Bonds
                         issued and issuable by MP&L and NOPSI
Grand Gulf Station       Grand Gulf Steam Electric Generating
                         Station (nuclear)
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)
Least Cost Plan          Least Cost Integrated Resource Plan
                         (combination of demand- and supply-side
                         resources to be used by Entergy to
                         satisfy electricity demand)
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
PUCT                     Public Utility Commission of Texas
Rate Cap                 The level of GSU's retail electric base
                         rates in effect at December 31, 1993 for
                         the Louisiana retail jurisdiction, and
                         the level in effect prior to the Texas
                         Cities Rate Settlement for the Texas
                         retail jurisdiction, which may not be
                         exceeded for the five years following
                         December 31, 1993
Reallocation Agreement   1981 Agreement, superseded in part by a
                         June 13, 1985 decision of the FERC,
                         among AP&L, LP&L, MP&L, NOPSI, and
                         System Energy, relating to the sale of
                         capacity and energy from the Grand Gulf
                         Station
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
SFAS 109                 SFAS No. 109, "Accounting for Income Taxes"
System Agreement         Agreement, effective January 1, 1983, as
                         modified, among the System operating
                         companies relating to the sharing of
                         generating capacity and other power
                         resources
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
Unit Power Sales         Agreement, dated as of June 10,
Agreement                1982, as amended, among AP&L, LP&L,
                         MP&L, NOPSI, and System Energy, relating
                         to the sale of capacity and energy from
                         System Energy's share of Grand Gulf 1
Waterford 3              Unit No. 3  of the Waterford Steam
                         Electric Generating Station (nuclear)


<PAGE>                                                                        
                    ENTERGY CORPORATION AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED INCOME
            For the Three Months Ended March 31, 1995 and 1994
                             (Unaudited)
                                                                       
                                                                       
                                                      1995           1994
                                                          (In Thousands,
                                                        Except Share Data)
                                                                            
Operating Revenues:                                                         
  Electric                                          $1,294,766    $1,340,252
  Natural gas                                           40,670        54,079
  Steam products                                        10,632        11,708
                                                    ----------    ----------
        Total                                        1,346,068     1,406,039
                                                    ----------    ----------
Operating Expenses:                                                         
  Operation and maintenance:                                                
     Fuel, fuel-related expenses, and                                       
       gas purchased for resale                        288,704       314,728
     Purchased power                                    81,489       124,796
     Nuclear refueling outage expenses                  16,796        15,745
     Other operation and maintenance                   347,105       336,012
  Depreciation, amortization, and decommissioning      169,544       160,809
  Taxes other than income taxes                         76,596        72,852
  Income taxes                                          35,137        33,553
  Amortization of rate deferrals                        94,789        93,674
                                                    ----------    ----------
        Total                                        1,110,160     1,152,169
                                                    ----------    ----------
Operating Income                                       235,908       253,870
                                                    ----------    ----------   
Other Income (Deductions):                                                  
  Allowance for equity funds used                                           
   during construction                                   2,494         3,535
  Miscellaneous - net                                    7,170        14,362
  Income taxes                                          (1,973)       (8,197)
                                                    ----------    ----------
        Total                                            7,691         9,700
                                                    ----------    ----------    
Interest Charges:                                                           
  Interest on long-term debt                           160,631       167,703
  Other interest - net                                   8,990         6,832
  Allowance for borrowed funds used                                         
   during construction                                  (2,197)       (2,642)
  Preferred dividend requirements of                                        
   subsidiaries and other                               19,850        20,942
                                                    ----------    ----------
        Total                                          187,274       192,835
                                                    ----------    ---------- 
Net Income                                             $56,325       $70,735
                                                    ==========    ========== 
Earnings per average common share                        $0.25         $0.31
Dividends declared per common share                      $0.90         $0.90
Average number of common shares                                             
 outstanding                                       227,415,009   230,584,786
                                                                            
See Notes to Consolidated Financial Statements.                             
<PAGE>
<TABLE>
<CAPTION>
                                                                              
                        ENTERGY CORPORATION AND SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED CASH FLOWS
                For the Three Months Ended March 31, 1995 and 1994
                                     (Unaudited)
                                                                              
                                                                  1995           1994
                                                                    (In Thousands)
<S>                                                              <C>           <C>
Operating Activities:                                                                 
  Net income                                                     $56,325       $70,735
  Noncash items included in net income:                                               
    Change in rate deferrals/excess capacity-net                  81,057        80,768
    Depreciation, amortization, and decommissioning              169,544       160,809
    Deferred income taxes and investment tax credits             (19,160)        1,064
    Allowance for equity funds used during construction           (2,494)       (3,535)
    Amortization of deferred revenues                                  -       (10,283)
  Changes in working capital:                                                         
    Receivables                                                  104,230        89,848
    Fuel inventory                                                (9,605)       23,622
    Accounts payable                                             (70,433)     (103,591)
    Taxes accrued                                                 63,030        16,940
    Interest accrued                                             (13,246)       (9,389)
    Reserve for rate refund                                       10,560             - 
    Other working capital accounts                               (51,070)           36
  Decommissioning trust contributions                             (5,666)       (5,516)
  Provision for estimated losses and reserves                        754       (13,503)
  Other                                                          (38,245)       24,426
                                                                --------      --------
    Net cash flow provided by operating activities               275,581       322,431
                                                                --------      --------
Investing Activities:                                                                 
  Construction/capital expenditures                             (108,367)     (175,107)
  Allowance for equity funds used during construction              2,494         3,535
  Nuclear fuel purchases                                          (9,672)       (9,344)
  Proceeds from sale/leaseback of nuclear fuel                    39,440         1,035
  Investment in nonregulated/nonutility properties               (23,246)          240
                                                                --------      --------
    Net cash flow used in investing activities                   (99,351)     (179,641)
                                                                --------      --------
Financing Activities:                                                                 
  Retirement of:                                                                      
    First mortgage bonds                                         (20,825)         (400)
    General and refunding mortgage bonds                         (29,200)            -
    Other long-term debt                                             (25)          (44)
  Premium and expense on refinancing sale/leaseback bonds              -       (47,602)
  Repurchase of common stock                                           -       (35,590)
  Redemption of preferred stock                                  (24,250)      (24,250)
  Changes in short-term borrowings                               (38,625)              
  Common stock dividends paid                                   (101,969)     (103,728)
                                                                --------      --------
    Net cash flow used in financing activities                  (214,894)     (211,614)
                                                                --------      --------
Net decrease in cash and cash equivalents                        (38,664)      (68,824)
                                                                                      
Cash and cash equivalents at beginning of period                 613,907       563,749
                                                                --------      --------
Cash and cash equivalents at end of period                      $575,243      $494,925
                                                                ========      ========
            
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                        ENTERGY CORPORATION AND SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED CASH FLOWS
                For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                                      
                                                                  1995           1994
                                                                    (In Thousands)
<S>                                                             <C>           <C>              
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                     
  Cash paid (received) during the period for:                                         
    Interest - net of amount capitalized                        $172,220      $169,748
    Income taxes                                                  $2,564       ($6,070)
  Noncash investing and financing activities:                                         
     Capital lease obligations incurred                          $27,804       $20,547
     Change in unrealized appreciation/depreciation of                                
       decommissioning trust assets                               $9,972       $15,634
                                                                              
                                                                              
See Notes to Consolidated Financial Statements.                        
                                                                                
</TABLE>
<PAGE>
<TABLE>
                        ENTERGY CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                        March 31, 1995 and December 31, 1994
                                   (Unaudited)
<CAPTION> 
                                                           1995           1994
                                                              (In Thousands)
                        ASSETS                                              
<S>                                                     <C>           <C>
Utility Plant:                                                                  
  Electric                                              $21,227,444   $21,184,013
  Plant acquisition adjustment - GSU                        483,889       487,955
  Electric plant under leases                               668,843       668,846
  Property under capital leases - electric                  159,279       161,950
  Natural gas                                               164,043       164,013
  Steam products                                             77,307        77,307
  Construction work in progress                             532,525       476,816
  Nuclear fuel under capital leases                         259,903       265,520
  Nuclear fuel                                               65,032        70,147
                                                        -----------   -----------
           Total                                         23,638,265    23,556,567
  Less - accumulated depreciation and amortization        7,799,939     7,639,549
                                                        -----------   -----------
           Utility plant - net                           15,838,326    15,917,018
                                                        -----------   -----------
Other Property and Investments:                                   
  Decommissioning trust funds                               225,446       207,395
  Other                                                     291,031       240,745
                                                        -----------   -----------
           Total                                            516,477       448,140
                                                        -----------   -----------
Current Assets:                                                          
  Cash and cash equivalents:                                                   
    Cash                                                    101,914        87,700
    Temporary cash investments - at cost,                                     
      which approximates market                             473,329       526,207
                                                        -----------   -----------
           Total cash and cash equivalents                  575,243       613,907
  Special deposits                                            6,082         8,074
  Notes receivable                                           13,958        19,190
  Accounts receivable:                                                   
    Customer (less allowance for doubtful accounts of                         
       $6.7 million in 1995 and 1994)                       281,167       325,410
    Other                                                    43,653        66,651
    Accrued unbilled revenues                               216,703       240,610
  Fuel inventory                                            102,816        93,211
  Materials and supplies - at average cost                  371,393       365,956
  Rate deferrals                                            384,236       380,612
  Prepayments and other                                      93,237        98,811
                                                        -----------   -----------
           Total                                          2,088,488     2,212,432
                                                        -----------   -----------
Deferred Debits and Other Assets:                                       
  Regulatory assets:                                                            
    Rate deferrals                                        1,369,470     1,451,926
    SFAS 109 regulatory asset - net                       1,409,930     1,417,646
    Unamortized loss on reacquired debt                     232,382       232,420
    Other regulatory assets                                 315,236       316,878
  Long-term receivables                                     284,511       277,830
  Other                                                     334,095       339,201
                                                        -----------   -----------
           Total                                          3,945,624     4,035,901
                                                        -----------   -----------
           TOTAL                                        $22,388,915   $22,613,491
                                                        ===========   ===========
See Notes to Consolidated Financial Statements.                      
</TABLE> 
<PAGE>
<TABLE>

                        ENTERGY CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                        March 31, 1995 and December 31, 1994
                                   (Unaudited)
<CAPTION>                                                        
                                                            1995           1994
                                                                (In Thousands)
            CAPITALIZATION AND LIABILITIES   
<S>                                                       <C>           <C>
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                                          4,199,780     4,202,134
  Retained earnings                                        2,076,824     2,223,739
  Less - treasury stock (2,271,035 shares in 1995 and                      
    2,608,908 in 1994)                                        67,378        77,378
                                                         -----------   -----------
           Total common shareholders' equity               6,211,526     6,350,795
                                                                              
  Subsidiary's preference stock                              150,000       150,000
  Subsidiaries' preferred stock:                                        
   Without sinking fund                                      543,455       550,955
   With sinking fund                                         283,198       299,946
  Long-term debt                                           7,035,128     7,093,473
                                                         -----------   -----------
           Total                                          14,223,307    14,445,169
                                                         -----------   -----------
Other Noncurrent Liabilities:                                          
  Obligations under capital leases                           265,889       273,947
  Other                                                      321,285       310,977
                                                         -----------   -----------
           Total                                             587,174       584,924
                                                         -----------   -----------
Current Liabilities:                                                     
  Currently maturing long-term debt                          364,885       349,085
  Notes payable                                              133,242       171,867
  Accounts payable                                           400,687       471,120
  Customer deposits                                          137,019       134,478
  Taxes accrued                                              155,608        92,578
  Accumulated deferred income taxes                           32,099        40,313
  Interest accrued                                           182,393       195,639
  Dividends declared                                         115,438        13,599
  Deferred fuel cost                                          20,158        27,066
  Obligations under capital leases                           151,479       151,904
  Reserve for rate refund                                     67,532        56,972
  Other                                                      293,229       327,330
                                                         -----------   -----------
           Total                                           2,053,769     2,031,951
                                                         -----------   -----------
Deferred Credits:                                                        
  Accumulated deferred income taxes                        3,893,009     3,915,138
  Accumulated deferred investment tax credits                644,466       649,898
  Other                                                      987,190       986,411
                                                         -----------   -----------
           Total                                           5,524,665     5,551,447
                                                         -----------   -----------
Commitments and Contingencies (Notes 1 and 2)                          
                                                                              
           TOTAL                                         $22,388,915   $22,613,491
                                                         ===========   ===========
See Notes to Consolidated Financial Statements.                      
</TABLE>                                                                      
<PAGE>        
        
                  ARKANSAS POWER & LIGHT COMPANY
                      STATEMENTS OF INCOME
        For the Three Months Ended March 31, 1995 and 1994
                           (Unaudited)
                                                                       
                                                                       
                                                       1995           1994
                                                          (In Thousands)
                                                                            
Operating Revenues                                    $339,596      $371,091
                                                      --------      --------
Operating Expenses:                                                         
  Operation and maintenance:                                                
   Fuel and fuel-related expenses                       41,167        63,474
   Purchased power                                      81,747        91,182
   Nuclear refueling outage expenses                     6,967         8,634
   Other operation and maintenance                      93,658        80,526
  Depreciation, amortization, and decommissioning       39,352        35,718
  Taxes other than income taxes                         10,111         9,115
  Income taxes                                          (2,469)       (2,405)
  Amortization of rate deferrals                        38,033        40,173
                                                      --------      --------
        Total                                          308,566       326,417
                                                      --------      --------   
Operating Income                                        31,030        44,674
                                                      --------      --------   
Other Income (Deductions):                                                  
  Allowance for equity funds used                                           
   during construction                                     915         1,154
  Miscellaneous - net                                   15,532        14,659
  Income taxes                                          (6,097)       (5,771)
                                                      --------      --------
        Total                                           10,350        10,042
                                                      --------      --------   
Interest Charges:                                                           
  Interest on long-term debt                            26,933        26,344
  Other interest - net                                   3,116         2,804
  Allowance for borrowed funds used                                         
   during construction                                    (731)         (820)
                                                      --------      --------
        Total                                           29,318        28,328
                                                      --------      --------   
Net Income                                              12,062        26,388
                                                                            
Preferred Stock Dividend Requirements                                       
 and Other                                               4,561         4,883
                                                      --------      --------
Earnings Applicable to Common Stock                     $7,501       $21,505
                                                      ========      ========  
See Notes to Financial Statements.                                          
<PAGE>            
<TABLE>
<CAPTION>
                           ARKANSAS POWER & LIGHT COMPANY
                              STATEMENTS OF CASH FLOWS
                For the Three Months Ended March 31, 1995 and 1994
                                    (Unaudited)
                                                                             
                                                                  1995           1994
                                                                    (In Thousands)
<S>                                                             <C>           <C>
Operating Activities:                                                            
  Net income                                                     $12,062       $26,388
  Noncash items included in net income:                                               
    Change in rate deferrals/excess capacity-net                  30,665        26,257
    Depreciation, amortization, and decommissioning               39,352        35,718
    Deferred income taxes and investment tax credits              (1,201)      (11,751)
    Allowance for equity funds used during construction             (915)       (1,154)
  Changes in working capital:                                                         
    Receivables                                                   37,541        21,934
    Fuel inventory                                               (14,460)       12,695
    Accounts payable                                              32,917       (25,725)
    Taxes accrued                                                  8,488        20,167
    Interest accrued                                                 636          (334)
    Other working capital accounts                                (9,952)        1,391
  Decommissioning trust contributions                             (2,386)       (2,545)
  Provision for estimated losses and reserves                    (10,877)       (7,938)
  Other                                                            2,972        (6,919)
                                                                --------      --------
    Net cash flow provided by operating activities               124,842        88,184
                                                                --------      --------
Investing Activities:                                                                 
  Construction expenditures                                      (41,651)      (40,188)
  Allowance for equity funds used during construction                915         1,154
  Nuclear fuel purchases                                             (76)            -
  Proceeds from sale/leaseback of nuclear fuel                        76             -
                                                                --------      --------
    Net cash flow used in investing activities                   (40,736)      (39,034)
                                                                --------      --------
Financing Activities:                                                                 
  Retirement of first mortgage bonds                                (400)         (400)
  Redemption of preferred stock                                   (5,000)       (5,000)
  Changes in short-term borrowings                                     -        10,597
  Dividends paid:                                                                     
    Common stock                                                 (32,800)      (17,900)
    Preferred stock                                               (4,727)       (5,049)
                                                                --------      --------
    Net cash flow used in financing activities                   (42,927)      (17,752)
                                                                --------      --------
Net increase in cash and cash equivalents                         41,179        31,398
                                                                                      
Cash and cash equivalents at beginning of period                  80,756         1,825
                                                                --------      --------
Cash and cash equivalents at end of period                      $121,935       $33,223
                                                                ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                     
  Cash paid (received) during the period for:                                         
    Interest - net of amount capitalized                         $25,916       $24,655
    Income taxes                                                       -         ($242)
  Noncash investing and financing activities:                                         
    Capital lease obligations incurred                               $76       $14,313
    Change in unrealized appreciation/depreciation of                                 
     decommissioning trust assets                                 $6,234       $13,463
                                                                             
See Notes to Financial Statements.                                 
</TABLE>                                                                      
<PAGE>         
<TABLE>
                        ARKANSAS POWER & LIGHT COMPANY
                               BALANCE SHEETS
                     March 31, 1995 and December 31, 1994
                                 (Unaudited)
<CAPTION>                                                                     
                                                          1995           1994
                                                              (In Thousands)
                       ASSETS                                             
<S>                                                    <C>           <C>
Utility Plant:                                                                 
  Electric                                             $4,310,936    $4,293,097
  Property under capital leases                            55,554        56,135
  Construction work in progress                           153,728       136,701
  Nuclear fuel under capital lease                         87,963        94,628
                                                       ----------    ----------
           Total                                        4,608,181     4,580,561
                                                                               
  Less - accumulated depreciation and amortization      1,744,886     1,710,216
                                                       ----------    ----------
           Utility plant - net                          2,863,295     2,870,345
                                                       ----------    ----------
Other Property and Investments:                                                
  Investment in subsidiary companies - at equity           11,215        11,215
  Decommissioning trust fund                              138,846       127,136
  Other - at cost (less accumulated depreciation)           4,678         4,628
                                                       ----------    ----------
           Total                                          154,739       142,979
                                                       ----------    ----------
                  
Current Assets:                                                                
  Cash and cash equivalents:                                                   
    Cash                                                   15,116         3,737
    Temporary cash investments - at cost,                                      
      which approximates market:                                               
        Associated companies                               16,058         4,713
        Other                                              90,761        72,306
           
           Total cash and cash equivalents                121,935        80,756
  Accounts receivable:                                                         
    Customer (less allowance for doubtful accounts                             
     of $2.0 million in 1995 and 1994)                     36,892        53,781
    Associated companies                                   23,116        28,506
    Other                                                   4,911        11,181
    Accrued unbilled revenues                              74,871        83,863
  Fuel inventory - at average cost                         49,021        34,561
  Materials and supplies - at average cost                 74,834        79,886
  Rate deferrals                                          118,131       113,630
  Deferred excess capacity                                  8,426         8,414
  Prepayments and other                                    17,058        23,867
                                                       ----------    ----------
           Total                                          529,195       518,445
                                                       ----------    ----------
Deferred Debits and Other Assets:                                              
  Regulatory assets:                                                           
    Rate deferrals                                        327,555       360,496
    Deferred excess capacity                               17,823        20,060
    SFAS 109 regulatory asset - net                       221,691       227,068
    Unamortized loss on reacquired debt                    56,511        57,344
    Other regulatory assets                                69,625        68,813
  Other                                                    25,363        26,665
                                                       ----------    ----------
           Total                                          718,568       760,446
                                                       ----------    ----------
           TOTAL                                       $4,265,797    $4,292,215
                                                       ==========    ==========
                       
See Notes to Financial Statements.                                             
</TABLE>                                                                     
<PAGE>
<TABLE>
                                                                          
                        ARKANSAS POWER & LIGHT COMPANY
                               BALANCE SHEETS
                     March 31, 1995 and December 31, 1994
                                 (Unaudited)
<CAPTION>                                                                    
                                                     1995         1994
                                                      (In Thousands)
         CAPITALIZATION AND LIABILITIES                             
<S>                                                  <C>          <C>
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                                   466,499      491,799
                                                   ----------   ----------
           Total common shareholder's equity        1,057,813    1,083,113
  Preferred stock:                                                        
    Without sinking fund                              176,350      176,350
    With sinking fund                                  53,527       58,527
  Long-term debt                                    1,273,227    1,293,879
                                                   ----------   ----------
           Total                                    2,560,917    2,611,869
                                                   ----------   ----------  
Other Noncurrent Liabilities:                                             
  Obligations under capital leases                     87,304       94,534
  Other                                                71,203       68,235
                                                   ----------   ----------
           Total                                      158,507      162,769
                                                   ----------   ----------
Current Liabilities:                                                      
  Currently maturing long-term debt                    53,175       28,175
  Notes payable:                                                          
    Other                                              34,667       34,667
  Accounts payable:                                                       
    Associated companies                               44,272       17,345
    Other                                              95,319       89,329
  Customer deposits                                    17,582       17,113
  Taxes accrued                                        53,727       45,239
  Accumulated deferred income taxes                    36,936       25,043
  Interest accrued                                     31,700       31,064
  Dividends declared                                    4,561        4,727
  Co-owner advances                                    40,627       20,639
  Deferred fuel cost                                   10,298       20,254
  Nuclear refueling reserve                            22,107       37,954
  Obligations under capital leases                     56,213       56,154
  Other                                                29,165       45,632
                                                   ----------   ----------
           Total                                      530,349      473,335
                                                   ----------   ----------    
Deferred Credits:                                                         
  Accumulated deferred income taxes                   843,961      859,558
  Accumulated deferred investment tax credits         117,117      118,548
  Other                                                54,946       66,136
                                                   ----------   ----------
           Total                                    1,016,024    1,044,242
                                                   ----------   ----------    
Commitments and Contingencies (Notes 1 and 2)                             
                                                                          
           TOTAL                                   $4,265,797   $4,292,215
                                                   ==========   ==========    
See Notes to Financial Statements.                                        
</TABLE>                                                                    
<PAGE>                                                                  

                         GULF STATES UTILITIES COMPANY
                          STATEMENTS OF INCOME (LOSS)
               For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                       
                                                                       
                                                       1995           1994
                                                          (In Thousands)
                                                                            
Operating Revenues:                                                         
  Electric                                            $378,791      $402,104
  Natural gas                                            9,923        15,846
  Steam products                                        10,632        11,708
                                                      --------      --------
        Total                                          399,346       429,658
                                                      --------      --------
                  
Operating Expenses:                                                         
  Operation and maintenance:                                                
    Fuel, fuel-related expenses and                                         
     gas purchased for resale                          114,921       119,018
    Purchased power                                     39,537        60,220
    Nuclear refueling outage expenses                    3,031         2,520
    Other operation and maintenance                    102,424       102,050
  Depreciation, amortization, and decommissioning       50,339        47,867
  Taxes other than income taxes                         25,379        24,346
  Income taxes                                            (162)         (821)
  Amortization of rate deferrals                        16,506        15,897
                                                      --------      --------
        Total                                          351,975       371,097
                                                      --------      -------- 
Operating Income                                        47,371        58,561
                                                      --------      --------
                      
Other Income (Deductions):                                                  
  Allowance for equity funds used                                           
    during construction                                    251           260
  Miscellaneous - net                                    5,914         4,443
  Income taxes                                            (865)       (1,972)
                                                      --------      --------
        Total                                            5,300         2,731
                                                      --------      --------
Interest Charges:                                                           
  Interest on long-term debt                            48,270        48,980
  Other interest - net                                   1,010         1,475
  Allowance for borrowed funds used                                         
    during construction                                   (244)         (206)
                                                      --------      --------
        Total                                           49,036        50,249
                                                      --------      --------
Net Income                                               3,635        11,043
                                                                            
Preferred and Preference Stock                                              
  Dividend Requirements and Other                        7,590         7,407
                                                      --------      --------   
Earnings (Loss) Applicable to Common Stock             ($3,955)       $3,636
                                                      ========      ========
See Notes to Financial Statements.                                          
<PAGE>
<TABLE>
<CAPTION>
                                                                                
                           GULF STATES UTILITIES COMPANY
                             STATEMENTS OF CASH FLOWS
                 For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                              
                                                                  1995           1994
                                                                     (In Thousands)
<S>                                                              <C>           <C>
Operating Activities:                                                            
  Net income                                                      $3,635       $11,043
  Noncash items included in net income:                                               
    Change in rate deferrals                                      16,506        15,897
    Depreciation, amortization, and decommissioning               50,339        47,867
    Deferred income taxes and investment tax credits                 914         1,150
    Allowance for equity funds used during construction             (251)         (260)
  Changes in working capital:                                                         
    Receivables                                                   58,324        (6,088)
    Fuel inventory                                                   894         4,546
    Accounts payable                                             (10,624)      (30,618)
    Taxes accrued                                                 11,043         6,802
    Interest accrued                                               4,466         6,375
    Reserve for rate refund                                       10,560             -
    Other working capital accounts                                (4,667)       (8,093)
  Decommissioning trust contributions                               (739)         (493)
  Other                                                          (10,512)        5,648
                                                                --------      --------
    Net cash flow provided by operating activities               129,888        53,776
                                                                --------      --------
Investing Activities:                                                                 
  Construction expenditures                                      (19,136)      (20,824)
  Allowance for equity funds used during construction                251           260
  Nuclear fuel purchases                                               -        (3,538)
  Proceeds from sale/leaseback of nuclear fuel                         -         1,035
                                                                --------      --------
    Net cash flow used in investing activities                   (18,885)      (23,067)
                                                                --------      --------
Financing Activities:                                                                 
  Proceeds from the issuance of other long-term debt               2,277             -
  Redemption of preferred and preference stock                    (2,250)       (2,250)
  Dividends paid:                                                                     
    Common stock                                                       -      (100,000)
    Preferred and preference stock                                (7,514)       (7,413)
                                                                --------      --------
    Net cash flow used in financing activities                    (7,487)     (109,663)
                                                                --------      --------
Net increase (decrease) in cash and cash equivalents             103,516       (78,954)
                                                                                      
Cash and cash equivalents at beginning of period                 104,644       261,349
                                                                --------      --------
Cash and cash equivalents at end of period                      $208,160      $182,395
                                                                ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                     
  Cash paid during the period for                                                     
    interest - net of amount capitalized                         $41,860       $40,192
    Change in unrealized appreciation/depreciation of                                 
     decommissioning trust assets                                   $759          $390
                                                                             
See Notes to Financial Statements.                                            
</TABLE>                                                        
<PAGE>
<TABLE>

                    GULF STATES UTILITIES COMPANY
                           BALANCE SHEETS
                March 31, 1995 and December 31, 1994
                            (Unaudited)
<CAPTION>                                                                    
                                                          1995           1994
                                                             (In Thousands)
                       ASSETS                                             
<S>                                                    <C>           <C>
Utility Plant:                                                                 
  Electric                                             $6,845,340    $6,842,726
  Natural gas                                              44,505        44,505
  Steam products                                           77,307        77,307
  Property under capital leases                            81,894        82,914
  Construction work in progress                           114,584        96,176
  Nuclear fuel under capital leases                        69,625        80,042
                                                       ----------    ----------
           Total                                        7,233,255     7,223,670
  Less - accumulated depreciation and amortization      2,552,492     2,504,826
                                                       ----------    ----------
           Utility plant - net                          4,680,763     4,718,844
                                                       ----------    ----------
Other Property and Investments:                                                
  Decommissioning trust fund                               23,006        21,309
  Other - at cost (less accumulated depreciation)          36,930        29,315
                                                       ----------    ----------
           Total                                           59,936        50,624
                                                       ----------    ----------
Current Assets:                                                                
  Cash and cash equivalents:                                                   
    Cash                                                   27,792         8,063
    Temporary cash investments - at cost,                                      
      which approximates market:                                               
        Associated companies                               25,058         5,085
        Other                                             155,310        91,496
                                                       ----------    ----------
           Total cash and cash equivalents                208,160       104,644
  Accounts receivable:                                                         
    Customer (less allowance for doubtful accounts                             
      of $0.7 million in 1995 and 1994)                   143,826       167,745
    Associated companies                                    1,239        12,732
    Other                                                   2,467        20,706
    Accrued unbilled revenues                              34,797        39,470
  Deferred fuel costs                                       2,065         6,314
  Accumulated deferred income taxes                        54,427        49,457
  Fuel inventory                                           24,890        25,784
  Materials and supplies - at average cost                 99,246        90,054
  Rate deferrals                                           92,079       100,478
  Prepayments and other                                    10,238        13,754
                                                       ----------    ----------
           Total                                          673,434       631,138
                                                       ----------    ----------
Deferred Debits and Other Assets:                                              
  Regulatory assets:                                                           
    Rate deferrals                                        492,777       506,974
    SFAS 109 regulatory asset - net                       426,734       426,358
    Unamortized loss on reacquired debt                    67,325        63,994
    Other regulatory assets                                33,297        35,168
  Long-term receivables                                   281,207       264,752
  Other                                                   144,918       145,609
                                                       ----------    ----------
           Total                                        1,446,258     1,442,855
                                                       ----------    ----------
           TOTAL                                       $6,860,391    $6,843,461
                                                       ==========    ==========
See Notes to Financial Statements.                                             
</TABLE>                                                                    
<PAGE>
<TABLE>
                                                                          
                          GULF STATES UTILITIES COMPANY
                                 BALANCE SHEETS
                       March 31, 1995 and December 31, 1994
                                  (Unaudited)
<CAPTION>                                                                    
                                                      1995         1994
                                                         (In Thousands)
         CAPITALIZATION AND LIABILITIES                                   
<S>                                                  <C>          <C>
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                                   1,152,419    1,152,336
  Retained earnings                                   260,671      264,626
                                                   ----------   ----------
           Total common shareholder's equity        1,527,145    1,531,017
  Preference stock                                    150,000      150,000
  Preferred stock:                                                        
    Without sinking fund                              136,444      136,444
    With sinking fund                                  92,687       94,934
  Long-term debt                                    2,300,744    2,318,417
                                                   ----------   ----------
           Total                                    4,207,020    4,230,812
                                                   ----------   ----------
Other Noncurrent Liabilities:                                             
  Obligations under capital leases                    114,765      125,691
  Other                                                72,340       68,753
                                                   ----------   ----------
           Total                                      187,105      194,444
                                                   ----------   ----------    
Current Liabilities:                                                      
  Currently maturing long-term debt                    70,425       50,425
  Accounts payable:                                                       
    Associated companies                               43,786       31,722
    Other                                             118,287      140,975
  Customer deposits                                    22,685       22,216
  Taxes accrued                                        23,521       12,478
  Interest accrued                                     59,793       55,327
  Nuclear refueling reserve                            14,410       10,117
  Obligations under capital leases                     36,733       37,265
  Reserve for rate refund                              67,532       56,972
  Other                                               103,961      111,963
                                                   ----------   ----------
           Total                                      561,133      529,460
                                                   ----------   ---------- 
Deferred Credits:                                                         
  Accumulated deferred income taxes                 1,107,626    1,100,396
  Accumulated deferred investment tax credits         198,340      199,428
  Deferred River Bend finance charges                  76,316       82,406
  Other                                               522,851      506,515
                                                   ----------   ----------
           Total                                    1,905,133    1,888,745
                                                   ----------   ----------    
Commitments and Contingencies (Notes 1 and 2)                              
                                                                          
           TOTAL                                   $6,860,391   $6,843,461
                                                   ==========   ==========    
See Notes to Financial Statements.                                        
</TABLE>                                                  
<PAGE>                                                                        
                          LOUISIANA POWER & LIGHT COMPANY
                               STATEMENTS OF INCOME
                For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                       
                                                                       
                                                        1995           1994
                                                           (In Thousands)
                                                                            
Operating Revenues                                    $352,996      $383,826
                                                      --------      --------
Operating Expenses:                                                         
  Operation and maintenance:                                                
    Fuel and fuel-related expenses                      52,050        58,108
    Purchased power                                     74,995       103,496
    Nuclear refueling outage expenses                    4,517         4,591
    Other operation and maintenance                     72,538        73,631
  Depreciation, amortization, and decommissioning       38,507        37,392
  Taxes other than income taxes                         15,716        14,437
  Income taxes                                          18,696        16,843
  Amortization of rate deferrals                         6,660         6,660
                                                      --------      --------
        Total                                          283,679       315,158
                                                      --------      --------
Operating Income                                        69,317        68,668
                                                      --------      -------- 
Other Income (Deductions):                                                  
  Allowance for equity funds used                                           
   during construction                                     564         1,111
  Miscellaneous - net                                      372           607
  Income taxes                                             (25)          (10)
                                                      --------      --------
        Total                                              911         1,708
                                                      --------      --------
Interest Charges:                                                           
  Interest on long-term debt                            32,572        32,473
  Other interest - net                                   2,085         1,608
  Allowance for borrowed funds used                                         
   during construction                                    (491)         (801)
                                                      --------      --------
        Total                                           34,166        33,280
                                                      --------      --------
Net Income                                              36,062        37,096
                                                                            
Preferred Stock Dividend Requirements                                       
  and Other                                              5,591         6,119
                                                      --------      --------
Earnings Applicable to Common Stock                    $30,471       $30,977
                                                      ========      ========
See Notes to Financial Statements.                                          
<PAGE>
<TABLE>
<CAPTION>
                                                                             
                           LOUISIANA POWER & LIGHT COMPANY
                              STATEMENTS OF CASH FLOWS
                For the Three Months Ended March 31, 1995 and 1994
                                    (Unaudited)
                                                                              
                                                                  1995           1994
                                                                    (In Thousands)
<S>                                                              <C>           <C>
Operating Activities:                                                                 
  Net income                                                     $36,062       $37,096
  Noncash items included in net income:                                               
    Change in rate deferrals                                       6,660         6,660
    Depreciation, amortization, and decommissioning               38,507        37,392
    Deferred income taxes and investment tax credits              (9,077)       11,147
    Allowance for equity funds used during construction             (564)       (1,111)
    Amortization of deferred revenues                                  -       (10,283)
  Changes in working capital:                                                         
    Receivables                                                   26,639        23,376
    Accounts payable                                             (25,464)      (10,968)
    Taxes accrued                                                 37,282        13,395
    Interest accrued                                              (7,458)       (6,023)
    Other working capital accounts                                   633         2,796
  Decommissioning trust contributions                             (1,204)       (1,204)
  Other                                                            1,708        (2,756)
                                                                --------      --------
    Net cash flow provided by operating activities               103,724        99,517
                                                                --------      --------
Investing Activities:                                                                 
  Construction expenditures                                      (20,055)      (41,381)
  Allowance for equity funds used during construction                564         1,111
                                                                --------      --------
    Net cash flow used in investing activities                   (19,491)      (40,270)
                                                                --------      --------
Financing Activities:                                                                 
  Retirement of other long-term debt                                 (25)          (44)
  Redemption of preferred stock                                   (7,500)       (7,500)
  Changes in short-term borrowings                                (7,954)      (27,148)
  Dividends paid:                                                                     
    Common stock                                                 (55,700)      (17,900)
    Preferred stock                                               (5,491)       (5,938)
                                                                --------      --------
    Net cash flow used in financing activities                   (76,670)      (58,530)
                                                                --------      --------
Net increase in cash and cash equivalents                          7,563           717
                                                                                      
Cash and cash equivalents at beginning of period                  28,718        33,489
                                                                --------      --------
Cash and cash equivalents at end of period                       $36,281       $34,206
                                                                ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                     
  Cash paid during the period for                                                     
    interest - net of amount capitalized                         $40,325       $37,730
  Noncash investing and financing activities:                                         
    Capital lease obligations incurred                               $75        $9,677
    Change in unrealized appreciation/depreciation of                                 
     decommissioning trust assets                                 $1,294          $843
                                                                              
See Notes to Financial Statements.                                            
</TABLE>                                                                
<PAGE>
<TABLE>
                                                                          
                        LOUISIANA POWER & LIGHT COMPANY
                                BALANCE SHEETS
                      March 31, 1995 and December 31, 1994
                                 (Unaudited)
<CAPTION>                                                                     
                                                           1995           1994
                                                              (In Thousands)
                        ASSETS                                              
<S>                                                      <C>           <C>
Utility Plant:                                                                
  Electric                                               $4,786,450    $4,778,126
  Electric plant under lease                                229,468       229,468
  Construction work in progress                             102,454        94,791
  Nuclear fuel under capital lease                           36,316        44,238
  Nuclear fuel                                                6,346         6,420
                                                         ----------    ----------
           Total                                          5,161,034     5,153,043
  Less - accumulated depreciation and amortization        1,634,337     1,600,510
                                                         ----------    ----------
           Utility plant - net                            3,526,697     3,552,533
                                                         ----------    ----------
Other Property and Investments:                                                  
  Nonutility property                                        20,060        20,060
  Decommissioning trust fund                                 29,954        27,076
  Investment in subsidiary company - at equity               14,230        14,230
  Other                                                       1,093         1,078
                                                         ----------    ----------
           Total                                             65,337        62,444
                                                         ----------    ----------
Current Assets:                                                                  
  Cash and cash equivalents:                                                     
    Cash                                                      2,693             -
    Temporary cash investments - at cost,                                        
      which approximates market:                                                 
    Associated companies                                        670             -
    Other                                                    32,918        28,718
                                                         ----------    ----------
           Total cash and cash equivalents                   36,281        28,718
  Accounts receivable:                                                           
    Customer (less allowance for doubtful accounts of                            
      $1.2 million in 1995 and 1994)                         45,964        58,858
    Associated companies                                      1,248         9,827
    Other                                                    11,831        11,609
    Accrued unbilled revenues                                57,721        63,109
  Accumulated deferred income taxes                           5,309         3,702
  Materials and supplies - at average cost                   89,400        89,692
  Rate deferrals                                             28,422        28,422
  Prepayments and other                                      22,380        28,528
                                                         ----------    ----------
           Total                                            298,556       322,465
                                                         ----------    ----------
Deferred Debits and Other Assets:                                                
  Regulatory assets:                                                             
    Rate deferrals                                           18,949        25,609
    SFAS 109 regulatory asset - net                         374,901       379,263
    Unamortized loss on reacquired debt                      42,606        43,656
    Other regulatory assets                                  25,006        25,736
  Other                                                      24,622        23,733
                                                         ----------    ----------
           Total                                            486,084       497,997
                                                         ----------    ----------
           TOTAL                                         $4,376,674    $4,435,439
                                                         ==========    ==========
See Notes to Financial Statements.                                      
</TABLE>                                                                      
<PAGE>
<TABLE>
                                                                          
                     LOUISIANA POWER & LIGHT COMPANY
                              BALANCE SHEETS
                   March 31, 1995 and December 31, 1994
                               (Unaudited)
<CAPTION>                                                                     
                                                          1995           1994
                                                             (In Thousands)
           CAPITALIZATION AND LIABILITIES                                 
<S>                                                    <C>           <C>
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                          (5,029)       (5,367)
  Retained earnings                                        88,190       113,420
                                                       ----------    ----------
           Total common shareholder's equity            1,172,061     1,196,953
  Preferred stock:                                                             
    Without sinking fund                                  160,500       160,500
    With sinking fund                                     103,765       111,265
  Long-term debt                                        1,368,194     1,403,055
                                                       ----------    ----------
           Total                                        2,804,520     2,871,773
                                                       ----------    ----------
Other Noncurrent Liabilities:                                                  
  Obligations under capital leases                          8,316        16,238
  Other                                                    55,327        54,216
                                                       ----------    ----------
           Total                                           63,643        70,454
                                                       ----------    ----------
Current Liabilities:                                                           
  Currently maturing long-term debt                       110,320        75,320
  Notes payable:                                                               
    Associated companies                                        -         7,954
    Other                                                  19,200        19,200
  Accounts payable:                                                            
    Associated companies                                   22,865        20,793
    Other                                                  54,667        82,203
  Customer deposits                                        55,602        54,934
  Taxes accrued                                            35,422        (1,860)
  Interest accrued                                         35,529        42,987
  Dividends declared                                        5,251         5,489
  Deferred fuel cost                                       11,706        13,983
  Obligations under capital leases                         28,000        28,000
  Other                                                    16,628        20,156
                                                       ----------    ----------
           Total                                          395,190       369,159
                                                       ----------    ----------
Deferred Credits:                                                              
  Accumulated deferred income taxes                       873,843       883,945
  Accumulated deferred investment tax credits             149,832       151,259
  Deferred interest - Waterford 3 lease obligation         26,172        26,000
  Other                                                    63,474        62,849
                                                       ----------    ----------
           Total                                        1,113,321     1,124,053
                                                       ----------    ----------
                   
Commitments and Contingencies (Notes 1 and 2)                                  
                                                                               
           TOTAL                                       $4,376,674    $4,435,439
                                                       ==========    ==========
See Notes to Financial Statements.                                             
</TABLE>                                                              
<PAGE>                                                                        
                        MISSISSIPPI POWER & LIGHT COMPANY
                              STATEMENTS OF INCOME
                For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                  
                                                                  
                                                     1995        1994
                                                      (In Thousands)
                                                                        
Operating Revenues                                 $193,324     $187,417
                                                   --------     --------
                     
Operating Expenses:                                                     
  Operation and maintenance:                                            
    Fuel and fuel-related expenses                   30,133       22,795
    Purchased power                                  57,044       64,322
    Other operation and maintenance                  32,218       36,573
  Depreciation and amortization                       9,397        8,706
  Taxes other than income taxes                      10,589       10,276
  Income taxes                                        3,363        1,225
  Amortization of rate deferrals                     28,310       24,805
                                                   --------     --------
        Total                                       171,054      168,702
                                                   --------     --------       
Operating Income                                     22,270       18,715
                                                   --------     --------       
Other Income (Deductions):                                              
  Allowance for equity funds used                                       
   during construction                                  259          576
  Miscellaneous - net                                    61           94
  Income taxes                                          (23)         (36)
                                                   --------     --------
        Total                                           297          634
                                                   --------     --------       
Interest Charges:                                                       
  Interest on long-term debt                         11,092       12,503
  Other interest - net                                1,906          964
  Allowance for borrowed funds used                                     
   during construction                                 (205)        (367)
                                                   --------     --------
        Total                                        12,793       13,100
                                                   --------     --------      
                                                                        
Net Income                                            9,774        6,249
                                                                        
Preferred Stock Dividend Requirements                                   
 and Other                                            1,707        2,075
                                                   --------     --------     
Earnings Applicable to Common Stock                  $8,067       $4,174
                                                   ========     ========   
See Notes to Financial Statements.                                      
<PAGE>
<TABLE>
<CAPTION>
                                                                           
                         MISSISSIPPI POWER & LIGHT COMPANY
                             STATEMENTS OF CASH FLOWS
                For the Three Months Ended March 31, 1995 and 1994
                                  (Unaudited)
                                                                             
                                                                  1995           1994
                                                                    (In Thousands)
<S>                                                              <C>            <C>
Operating Activities:                                                                 
  Net income                                                      $9,774        $6,249
  Noncash items included in net income:                                               
    Change in rate deferrals                                      14,755        20,861
    Depreciation and amortization                                  9,397         8,706
    Deferred income taxes and investment tax credits              (3,740)          673
    Allowance for equity funds used during construction             (259)         (576)
  Changes in working capital:                                                         
    Receivables                                                   14,012        18,219
    Fuel inventory                                                (1,892)         (335)
    Accounts payable                                              10,730        17,789
    Taxes accrued                                                 (9,035)      (14,146)
    Interest accrued                                              (7,887)       (6,956)
    Other working capital accounts                                10,856         4,799
  Other                                                            5,129        (8,419)
                                                                --------      --------
    Net cash flow provided by operating activities                51,840        46,864
                                                                --------      --------
Investing Activities:                                                                 
  Construction expenditures                                      (12,275)      (58,989)
  Allowance for equity funds used during construction                259           576
                                                                --------      --------
    Net cash flow used in investing activities                   (12,016)      (58,413)
                                                                --------      --------
Financing Activities:                                                                 
  Retirement of general and refunding bonds                      (40,000)            -
  Redemption of preferred stock                                   (8,000)       (8,000)
  Changes in short-term borrowings                                12,319        60,021
  Dividends paid:                                                                     
    Common stock                                                  (8,300)       (4,600)
    Preferred stock                                               (1,790)       (1,995)
                                                                --------      --------
    Net cash flow provided by (used in) financing                (45,771)       45,426
       activities                                               --------      --------
                                                                                      
Net increase (decrease) in cash and cash equivalents              (5,947)       33,877
                                                                                      
Cash and cash equivalents at beginning of period                   9,598         7,999
                                                                --------      --------
Cash and cash equivalents at end of period                        $3,651       $41,876
                                                                ========      ========
                      
                                                                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                     
  Cash paid (received) during the period for:                                         
    Interest - net of amount capitalized                         $20,278       $19,590
    Income taxes                                                  $1,600       ($1,532)
                                                                             
See Notes to Financial Statements.                                     
</TABLE>                                                                      
<PAGE>
<TABLE>

                                                                          
                        MISSISSIPPI POWER & LIGHT COMPANY
                                BALANCE SHEETS
                      March 31, 1995 and December 31, 1994
                                 (Unaudited)
<CAPTION>                                                                     
                                                           1995           1994
                                                              (In Thousands)
                        ASSETS                                              
<S>                                                      <C>           <C>
Utility Plant:                                                                 
  Electric                                               $1,486,019    $1,475,322
  Construction work in progress                              68,430        67,119
                                                         ----------    ----------
           Total                                          1,554,449     1,542,441
  Less - accumulated depreciation and amortization          591,330       582,514
                                                         ----------    ----------
           Utility plant - net                              963,119       959,927
                                                         ----------    ----------
Other Property and Investments:                                                  
  Investment in subsidiary company - at equity                5,531         5,531
  Other                                                       5,621         5,624
                                                         ----------    ----------
           Total                                             11,152        11,155
                                                         ----------    ----------
Current Assets:                                                                  
  Cash and cash equivalents:                                                     
    Cash                                                      3,651         5,080
    Temporary cash investments - at cost,                                        
      which approximates market                                                  
     Associated companies                                         -           276
     Other                                                        -         4,242
                                                         ----------    ----------
           Total cash and cash equivalents                    3,651         9,598
  Notes receivable                                            4,377         4,937
  Accounts receivable:                                                           
    Customer (less allowance for doubtful accounts of                            
      $2.1 million in 1995 and 1994)                         28,076        32,564
    Associated companies                                        591         4,680
    Other                                                     1,936         2,789
    Accrued unbilled revenues                                35,291        39,873
  Fuel inventory - at average cost                            6,672         4,780
  Materials and supplies - at average cost                   21,245        20,642
  Rate deferrals                                            113,070       106,538
  Prepayments and other                                       4,777        10,672
                                                         ----------    ----------
            Total                                           219,686       237,073
                                                         ----------    ----------
Deferred Debits and Other Assets:                                                
  Regulatory assets:                                                             
    Rate deferrals                                          364,433       385,720
    Unamortized loss on reacquired debt                      10,178        10,488
    Other regulatory assets                                   9,633        10,168
  Long-term receivable                                        5,537         6,345
  Other                                                       7,691         8,569
                                                         ----------    ----------
            Total                                           397,472       421,290
                                                         ----------    ----------
            TOTAL                                        $1,591,429    $1,629,445
                                                         ==========    ==========
See Notes to Financial Statements.                                    
</TABLE>                                                                     
<PAGE>
<TABLE>
                                                                          
                        MISSISSIPPI POWER & LIGHT COMPANY
                                BALANCE SHEETS
                      March 31, 1995 and December 31, 1994
                                  (Unaudited)
<CAPTION>                                                                    
                                                     1995         1994
                                                       (In Thousands)
         CAPITALIZATION AND LIABILITIES                                   
<S>                                                  <C>          <C>
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                      (1,661)      (1,762)
  Retained earnings                                   231,778      232,011
                                                     --------     --------
            Total common shareholder's equity         429,443      429,575
  Preferred stock:                                                        
    Without sinking fund                               57,881       57,881
    With sinking fund                                  23,770       31,770
  Long-term debt                                      475,279      475,233
                                                     --------     --------
            Total                                     986,373      994,459
                                                     --------     -------- 
Other Noncurrent Liabilities:                                             
  Obligations under capital leases                        519          552
  Other                                                11,931        8,984
                                                     --------     --------
            Total                                      12,450        9,536
                                                     --------     --------     
Current Liabilities:                                                      
  Currently maturing long-term debt                    25,965       65,965
  Notes payable:                                                          
    Associated companies                               12,944            -
    Other                                              29,375       30,000
  Accounts payable:                                                       
    Associated companies                               23,491        2,350
    Other                                              19,794       30,205
  Customer deposits                                    23,209       22,793
  Taxes accrued                                        11,786       20,821
  Accumulated deferred income taxes                    50,266       47,515
  Interest accrued                                     12,490       20,377
  Other                                                34,722       30,318
                                                     --------     --------
            Total                                     244,042      270,344
                                                     --------     --------     
Deferred Credits:                                                         
  Accumulated deferred income taxes                   297,368      301,288
  Accumulated deferred investment tax credits          29,141       29,528
  SFAS 109 regulatory liability - net                  10,915       13,099
  Other                                                11,140       11,191
                                                     --------     --------
            Total                                     348,564      355,106
                                                     --------     --------     
Commitments and Contingencies (Notes 1 and 2)                             
                                                                          
            TOTAL                                  $1,591,429   $1,629,445
                                                   ==========   ==========     
See Notes to Financial Statements.                                        
</TABLE>                                                                      
<PAGE>                                                                        
                         NEW ORLEANS PUBLIC SERVICE INC.
                              STATEMENTS OF INCOME
                For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                  
                                                                  
                                                     1995        1994
                                                       (In Thousands)
                                                                        
Operating Revenues:                                                     
  Electric                                          $78,140      $78,855
  Natural gas                                        30,746       38,233
                                                   --------     --------
        Total                                       108,886      117,088
                                                   --------     --------       
Operating Expenses:                                                     
  Operation and maintenance:                                            
    Fuel, fuel-related expenses                                         
     and gas purchased for resale                    30,978       33,915
    Purchased power                                  29,682       37,732
    Other operation and maintenance                  16,753       19,671
  Depreciation and amortization                       4,828        4,710
  Taxes other than income taxes                       7,227        7,054
  Income taxes                                        3,275          619
  Amortization of rate deferrals                      5,280        6,928
                                                   --------     --------
        Total                                        98,023      110,629
                                                   --------     --------      
Operating Income                                     10,863        6,459
                                                   --------     --------       
Other Income (Deductions):                                              
  Allowance for equity funds used                                       
    during construction                                  26          113
  Miscellaneous - net                                   416          510
  Income taxes                                         (160)        (525)
                                                   --------     --------
        Total                                           282           98
                                                   --------     --------        
Interest Charges:                                                       
  Interest on long-term debt                          4,329        4,541
  Other interest - net                                  592          287
  Allowance for borrowed funds used                                     
    during construction                                 (21)         (84)
                                                   --------     --------
        Total                                         4,900        4,744
                                                   --------     --------       
Net Income                                            6,245        1,813
                                                                        
Preferred Stock Dividend Requirements                                   
  and Other                                             400          458
                                                   --------     --------       
Earnings Applicable to Common Stock                  $5,845       $1,355
                                                   ========     ======== 
See Notes to Financial Statements.                                      
<PAGE>
<TABLE>
<CAPTION>
                                                                              
                          NEW ORLEANS PUBLIC SERVICE INC.
                             STATEMENTS OF CASH FLOWS
                For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                              
                                                                  1995           1994
                                                                     (In Thousands)
<S>                                                              <C>           <C>
Operating Activities:                                                                 
  Net income                                                      $6,245        $1,813
  Noncash items included in net income:                                               
    Change in rate deferrals                                       6,382         5,003
    Depreciation and amortization                                  4,828         4,710
    Deferred income taxes and investment tax credits              (3,309)       (4,254)
    Allowance for equity funds used during construction              (26)         (113)
  Changes in working capital:                                                         
    Receivables                                                    3,091         9,063
    Accounts payable                                               3,676        (6,759)
    Taxes accrued                                                    (30)        5,857
    Interest accrued                                                (955)         (718)
    Income tax refund                                              6,531             -
    Other working capital accounts                                (4,680)        9,726
  Other                                                           (3,175)        2,180
                                                                --------      --------
    Net cash flow provided by operating activities                18,578        26,508
                                                                --------      --------
Investing Activities:                                                                 
  Construction expenditures                                       (5,028)       (5,634)
  Allowance for equity funds used during construction                 26           113
                                                                --------      --------
    Net cash flow used in investing activities                    (5,002)       (5,521)
                                                                --------      --------
Financing Activities:                                                                 
Retirement of general and refunding bonds                         (9,200)            -
Redemption of preferred stock                                     (1,500)       (1,500)
Dividends paid:                                                                       
    Common stock                                                       -             -
    Preferred stock                                                 (413)         (471)
                                                                --------      --------
   Net cash flow used in financing activities                    (11,113)       (1,971)
                                                                --------      --------
Net increase in cash and cash equivalents                          2,463        19,016
                                                                                      
Cash and cash equivalents at beginning of period                   8,031        43,317
                                                                --------      --------
Cash and cash equivalents at end of period                       $10,494       $62,333
                                                                ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                     
  Cash paid during the period for                                                     
    interest - net of amount capitalized                          $5,702        $5,244
                                                                             
See Notes to Financial Statements.                                           
</TABLE>                                                                
<PAGE>
<TABLE>
                                                                          
                        NEW ORLEANS PUBLIC SERVICE INC.
                                BALANCE SHEETS
                     March 31, 1995 and December 31, 1994
                                  (Unaudited)
<CAPTION>                                                                      
                                                           1995           1994
                                                               (In Thousands)
                        ASSETS                                              
<S>                                                        <C>           <C>
Utility Plant:                                                                 
  Electric                                                 $470,874      $470,560
  Natural gas                                               119,538       119,508
  Construction work in progress                              12,021         7,284
                                                           --------      --------
           Total                                            602,433       597,352
  Less - accumulated depreciation and amortization          324,210       319,576
                                                           --------      --------
           Utility plant - net                              278,223       277,776
                                                           --------      --------
Other Investments:                                                               
  Investment in subsidiary company - at equity                3,259         3,259
                                                           --------      --------
Current Assets:                                                                  
  Cash and cash equivalents:                                                     
    Cash                                                      1,231           849
    Temporary cash investments - at cost,                                        
      which approximates market:                                                 
        Associated companies                                  1,392         2,472
        Other                                                 7,871         4,710
                                                           --------      --------
           Total cash and cash equivalents                   10,494         8,031
  Accounts receivable:                                                           
    Customer (less allowance for doubtful accounts of                            
      $0.8 million in 1995 and 1994)                         24,806        23,938
    Associated companies                                         46         3,503
    Other                                                       370           600
    Accrued unbilled revenues                                14,023        14,295
  Deferred electric fuel and resale gas costs                     -           856
  Materials and supplies - at average cost                    9,159         9,676
  Rate deferrals                                             32,533        31,544
  Income tax receivable                                      13,641        20,172
  Prepayments and other                                      11,665         5,636
                                                           --------      --------
           Total                                            116,737       118,251
                                                           --------      --------
Deferred Debits and Other Assets:                                                
  Regulatory assets:                                                             
    Rate deferrals                                          165,756       173,127
    SFAS 109 regulatory asset - net                           9,034         8,792
    Unamortized loss on reacquired debt                       2,254         2,361
    Other regulatory assets                                   5,647         5,647
  Other                                                       3,599         3,681
                                                           --------      --------
           Total                                            186,290       193,608
                                                           --------      --------
           TOTAL                                           $584,509      $592,894
                                                           ========      ========
See Notes to Financial Statements.                                            
</TABLE>                                                                      
<PAGE>
<TABLE>
                                                                    
                        NEW ORLEANS PUBLIC SERVICE INC.
                                BALANCE SHEETS
                     March 31, 1995 and December 31, 1994
                                 (Unaudited)
<CAPTION>                                                                   
                                                           1995           1994
                                                             (In Thousands)
           CAPITALIZATION AND LIABILITIES                                 
<S>                                                       <C>           <C>
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           84,731        78,886
                                                         --------      --------
           Total common shareholder's equity              154,722       148,831
  Preferred stock:                                                             
    Without sinking fund                                   19,780        19,780
    With sinking fund                                       1,949         3,450
  Long-term debt                                          179,172       164,160
                                                         --------      --------
           Total                                          355,623       336,221
                                                         --------      --------
Other Noncurrent Liabilities:                                                  
  Accumulated provision for losses                         17,335        17,318
  Other                                                     1,082         1,745
                                                         --------      --------
           Total                                           18,417        19,063
                                                         --------      --------
Current Liabilities:                                                           
  Currently maturing long-term debt                             -        24,200
  Accounts payable:                                                            
    Associated companies                                   13,889         6,456
    Other                                                  15,746        19,503
  Customer deposits                                        17,941        17,422
  Accumulated deferred income taxes                         4,633         4,925
  Taxes accrued                                             2,299         2,329
  Interest accrued                                          4,287         5,242
  Other                                                    19,439        19,982
                                                         --------      --------
           Total                                           78,234       100,059
                                                         --------      --------
Deferred Credits:                                                              
  Accumulated deferred income taxes                        87,639        89,246
  Accumulated deferred investment tax credits               9,092         9,251
  Other                                                    35,504        39,054
                                                         --------      --------
           Total                                          132,235       137,551
                                                         --------      --------
Commitments and Contingencies (Notes 1 and 2)                                  
                                                                               
           TOTAL                                         $584,509      $592,894
                                                         ========      ========
See Notes to Financial Statements.                                             
</TABLE>                                                            
<PAGE>
                          SYSTEM ENERGY RESOURCES, INC.
                              STATEMENTS OF INCOME
                For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                       
                                                                       
                                                      1995           1994
                                                          (In Thousands)
                                                                            
Operating Revenues                                    $151,664      $147,847
                                                      --------      --------
Operating Expenses:                                                         
  Operation and maintenance:                                                
    Fuel and fuel-related expenses                      12,335        11,987
    Nuclear refueling outage expenses                    2,281             -
    Other operation and maintenance                     25,099        21,540
  Depreciation, amortization, and decommissioning       25,398        22,969
  Taxes other than income taxes                          7,174         6,873
  Income taxes                                          19,305        20,136
                                                      --------      --------
        Total                                           91,592        83,505
                                                      --------      -------- 
Operating Income                                        60,072        64,342
                                                      --------      -------- 
Other Income (Deductions):                                                  
  Allowance for equity funds used                                           
   during construction                                     480           322
  Miscellaneous - net                                      725         1,837
  Income taxes                                             551        (1,720)
                                                      --------      --------
        Total                                            1,756           439
                                                      --------      -------- 
Interest Charges:                                                           
  Interest on long-term debt                            37,434        42,862
  Other interest - net                                   2,333           750
  Allowance for borrowed funds used                                         
   during construction                                    (504)         (380)
                                                      --------      --------
        Total                                           39,263        43,232
                                                      --------      --------  
Net Income                                             $22,565       $21,549
                                                      ========      ======== 
See Notes to Financial Statements.                                          
<PAGE>
<TABLE>
<CAPTION>
                                                                                
                           SYSTEM ENERGY RESOURCES, INC.
                             STATEMENTS OF CASH FLOWS
                For the Three Months Ended March 31, 1995 and 1994
                                   (Unaudited)
                                                                              
                                                                       1995           1994
                                                                          (In Thousands)
<S>                                                                   <C>           <C>
Operating Activities:                                                                      
  Net income                                                          $22,565       $21,549
  Noncash items included in net income:                                                    
    Depreciation, amortization,  and decommissioning                   25,398        22,969
    Deferred income taxes and investment tax credits                   (5,501)        5,705
    Allowance for equity funds used during construction                  (480)         (322)
  Changes in working capital:                                                              
    Receivables                                                       (95,228)       (6,556)
    Accounts payable                                                   39,786         1,887
    Taxes accrued                                                      12,510       (13,678)
    Interest accrued                                                   (2,660)       (1,751)
    Other working capital accounts                                    (23,839)       (3,866)
  Recoverable income taxes                                                  -        18,733
  Decommissioning trust contributions                                  (1,304)       (1,241)
  Other                                                                 2,574         9,970
                                                                     --------      --------
    Net cash flow provided by (used in) operating activities          (26,179)       53,399
                                                                     --------      --------
Investing Activities:                                                                      
  Construction expenditures                                            (7,734)       (2,254)
  Allowance for equity funds used during construction                     480           322
                                                                     --------      --------
    Net cash flow used in investing activities                         (7,254)       (1,932)
                                                                     --------      --------
Financing Activities:                                                                      
  Premium and expenses paid on refinancing sale/leaseback bonds             -       (47,602)
  Common stock dividends paid                                               -       (57,800)
                                                                     --------      --------
    Net cash flow used in financing activities                              -      (105,402)
                                                                     --------      --------
Net decrease in cash and cash equivalents                             (33,433)      (53,935)
                                                                                           
Cash and cash equivalents at beginning of period                       89,703       196,132
                                                                     --------      --------
Cash and cash equivalents at end of period                            $56,270      $142,197
                                                                     ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                          
  Cash paid (received) during the period for:                                              
    Interest - net of amount capitalized                              $40,903       $42,561
    Income taxes                                                       $1,125       ($3,278)
  Noncash investing and financing activities:                                              
    Capital lease obligations incurred                                $27,653             -
    Change in unrealized appreciation/depreciation of                                      
     decommissioning trust assets                                      $1,685          $938
                                                                            
See Notes to Financial Statements.                                     
</TABLE>                                                                      
<PAGE>
<TABLE>
                                                                          
                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                    March 31, 1995 and December 31, 1994
                                (Unaudited)
<CAPTION>                                                                    
                                                     1995         1994
                                                      (In Thousands)
                     ASSETS                                         
<S>                                                <C>          <C>
Utility Plant:                                                            
  Electric                                         $2,939,364   $2,939,384
  Electric plant under lease                          439,375      439,378
  Construction work in progress                        54,278       46,547
  Nuclear fuel under capital lease                     66,000       46,688
  Nuclear fuel                                         24,535       26,360
                                                   ----------   ----------
           Total                                    3,523,552    3,498,357
  Less - accumulated depreciation                     776,304      751,717
                                                   ----------   ----------
           Utility plant - net                      2,747,248    2,746,640
                                                   ----------   ---------- 
Other Investments:                                                        
  Decommissioning trust fund                           33,810       30,359
                                                   ----------   ----------    
Current Assets:                                                           
  Cash and cash equivalents:                                              
    Cash                                                  422            -
    Temporary cash investments - at cost,                                 
      which approximates market:                                          
        Associated companies                            8,395        5,489
        Other                                          47,453       84,214
                                                   ----------   ----------
           Total cash and cash equivalents             56,270       89,703
  Accounts receivable:                                                    
    Associated companies                              103,964        7,450
    Other                                               2,126        3,412
  Materials and supplies - at average cost             73,469       71,991
  Prepayments and other                                 9,811        5,429
                                                   ----------   ----------
           Total                                      245,640      177,985
                                                   ----------   ----------    
Deferred Debits and Other Assets:                                         
  Regulatory assets:                                                      
    SFAS 109 regulatory asset - net                   388,484      389,264
    Unamortized loss on reacquired debt                53,507       54,577
    Other regulatory assets                           198,191      199,080
  Other                                                15,153       15,454
                                                   ----------   ----------
           Total                                      655,335      658,375
                                                   ----------   ----------    
           TOTAL                                   $3,682,033   $3,613,359
                                                   ==========   ==========   
See Notes to Financial Statements.                                        
</TABLE>                                                               
<PAGE>
<TABLE>
                                                                          
                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                    March 31, 1995 and December 31, 1994
                                (Unaudited)
<CAPTION>                                                                    
                                                      1995         1994
                                                        (In Thousands)
         CAPITALIZATION AND LIABILITIES                             
<S>                                                <C>          <C>
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                                   108,246       85,681
                                                   ----------   ----------
           Total common shareholder's equity          897,603      875,038
  Long-term debt                                    1,438,511    1,438,305
                                                   ----------   ----------
           Total                                    2,336,114    2,313,343
                                                   ----------   ---------- 
Other Noncurrent Liabilities:                                             
  Obligations under capital leases                     38,000       18,688
  Other                                                14,342       14,342
                                                   ----------   ----------
           Total                                       52,342       33,030
                                                   ----------   ----------     
Current Liabilities:                                                      
  Currently maturing long-term debt                   105,000      105,000
  Accounts payable:                                                       
    Associated companies                               22,066       32,272
    Other                                              73,196       23,204
  Taxes accrued                                        47,892       35,382
  Interest accrued                                     38,136       40,796
  Obligations under capital leases                     28,000       28,000
  Other                                                 1,815       19,794
                                                   ----------   ----------
          Total                                       316,105      284,448
                                                   ----------   ----------   
Deferred Credits:                                                         
  Accumulated deferred income taxes                   740,266      746,502
  Accumulated deferred investment tax credits         109,715      110,584
  FERC Settlement - refund obligation                  59,544       60,388
  Other                                                67,947       65,064
                                                   ----------   ----------
          Total                                       977,472      982,538
                                                   ----------   ----------    
Commitments and Contingencies (Notes 1 and 2)                             
                                                                          
          TOTAL                                    $3,682,033   $3,613,359
                                                   ==========   ==========     
See Notes to Financial Statements.                                        
                                                                          
</TABLE>                                                                     
<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
Electric   Power   Cooperative,  Inc.  (Cajun),  including   co-ownership
of  River  Bend  and  Big Cajun 2, Unit 3.  GSU and  Cajun  own  70%  and
30%  undivided  interests  in  River  Bend,  respectively,  and  42%  and
58% undivided interests in Big Cajun 2, Unit 3, respectively.

      In  June  1989,  Cajun  filed a civil action  against  GSU  in  the
United  States  District  Court  for the  Middle  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.

      A  trial  on  the  portion  of the suit by  Cajun  to  rescind  the
Operating  Agreement  which  began in  April  1994  has  been  completed,
and   a  ruling  from  the  District  Court  is  pending.   No  assurance
can  be  given  as  to  the  outcome  of  this  litigation.   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   would   probably  have   to   seek   relief   from   its
creditors   under   the   United  States  Bankruptcy   Code   (Bankruptcy
Code).

       Since   1992  Cajun  has  not  paid  its  full  share  of  capital
costs  and  operating  and  maintenance  expenses  and  other  costs  for
repairs   and   improvements  to  River  Bend.   In   addition,   certain
costs  and  expenses  paid  by  Cajun were  paid  under  protest.   These
actions  were  taken  by  Cajun  based  on  its  contention  that   River
Bend's   operating   and   maintenance  expenses   were   excessive   and
because   the  RUS  allegedly  would  not  permit  Cajun  to   pay   such
costs.    Cajun  has  continued  to  fund  its  share  of   the   nuclear
decommissioning   trust   payments   for   River   Bend,   as   well   as
insurance   and  safety-related  expenses.  Cajun's  unpaid  portion   of
River   Bend   operating   (including  nuclear  fuel)   and   maintenance
expenses  and  capital  costs for the first  three  months  of  1995  was
approximately  $17.4  million.   Cajun's  total  share  of   River   Bend
annual    operating    (including   nuclear   fuel)    and    maintenance
expenses   and   capital  costs  was  approximately  $76.1   million   in
1994.

      In  view  of  Cajun's  failure to fund its  share  of  River  Bend-
related   operating,  maintenance  and  capital  costs,   GSU   has   (i)
credited  GSU's  share  of  expenses for Big  Cajun  2,  Unit  3  against
amounts  due  from  Cajun  to  GSU  and (ii)  sought  to  market  Cajun's
share  of  the  power  from  River Bend and apply  the  proceeds  to  the
amounts  due  from  Cajun  to GSU.  As a result,  on  November  2,  1994,
Cajun   discontinued  supplying  GSU  with  its  share  of  energy   from
Big  Cajun  2,  Unit  3.   GSU  requested  an  order  from  the  District
Court   requiring   Cajun   to  supply  GSU   with   this   energy,   and
allowing  GSU  to  credit amounts due to Cajun  for  Big  Cajun  2,  Unit
3   energy  against  amounts  Cajun  owed  to  GSU  for  River  Bend.  In
December   1994,  the  District  Court  ordered  Cajun  to   supply   GSU
with  its  share  of  energy from Big Cajun 2, Unit  3  and  ordered  GSU
to  make  payments  for  its share of Big Cajun 2,  Unit  3  expenses  to
the registry of the District Court.

      On  December  14,  1994, the LPSC ordered  Cajun  to  decrease  the
rates    charged    to   its   member   distribution   cooperatives    by
approximately   $30   million   per   year.    The   rate   decrease   is
associated  with  the  LPSC's  prior finding  of  imprudence  in  Cajun's
participation in River Bend.

      On  December  21,  1994,  Cajun filed  a  petition  in  the  United
States   Bankruptcy   Court  for  the  Middle   District   of   Louisiana
seeking   bankruptcy   relief  under  Chapter  11   of   the   Bankruptcy
Code.  Cajun's  bankruptcy  could  have  a  material  adverse  effect  on
GSU,  including  the  possibility  of  an  NRC  action  with  respect  to
the  operation  of  River  Bend.  GSU is  taking  steps  to  protect  its
interests   and   its  claims  against  Cajun  arising   from   the   co-
ownership  in  River  Bend  and Big Cajun 2, Unit  3.   On  December  31,
1994,   the   District  Court  issued  an  order  lifting  an   automatic
stay  as  to  certain  proceedings, with the  result  that  the  December
1994  order  of  the  District  Court  referred  to  above,  remains   in
effect.   Cajun  filed  a  Notice  of Appeal  on  January  18,  1995,  to
the  United  States  Court  of  Appeals for  the  Fifth  Circuit  seeking
a   reversal  of  the  District  Court's  order.   No  hearing  date  has
been set on Cajun's appeal.

       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  filed  with  the  District  Court.    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.

      During  the  period  in  which Cajun is not  paying  its  share  of
River  Bend-related  costs,  GSU intends  to  fund  all  costs  necessary
for    the    safe,    continuing   operation   of   the    unit.     The
responsibilities   of  Entergy  Operations,  as  the  licensed   operator
of  River  Bend,  for  safely  operating and maintaining  the  unit,  are
not affected by Cajun's actions.

      The  net  amount    resulting   from  Cajun's    failure   to   pay
its   full   share   of   River  Bend-related  costs   reduced   by   the
proceeds  from  the  sale  of  Cajun's share  of  River  Bend  power  was
$55.7  million  as  of  March  31,  1995,  compared  with  $50.8  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.

Cajun - Transmission Service

Entergy Corporation and GSU

       GSU  and  Cajun  are  parties  to  FERC  proceedings  relating  to
transmission  service  charge  disputes.   In  April  1992,  FERC  issued
an   order.    In   May   1992,   GSU  and  Cajun   filed   motions   for
rehearings  which  are  pending at FERC.   In  June  1992,  GSU  filed  a
petition  for  review  in  the  United  States  Fifth  Circuit  Court  of
Appeals   (Court   of   Appeals)  regarding   certain   of   the   issues
decided  by  FERC.   In  August  1993,  the  Court  of  Appeals  rendered
an  opinion  reversing  the  FERC order regarding  the  portion  of  such
disputes   relating   to  the  calculations  of   certain   credits   and
equalization   charges   under  GSU's  service  schedules   with   Cajun.
The  opinion  remanded  these  issues to  FERC  for  further  proceedings
consistent  with  its  opinion.  In February  1995,  FERC  clarified  its
order,   eliminating   an   issue  that  GSU  believes   the   Court   of
Appeals   directed  FERC  to  reconsider.   In  April   1995,   the   ALJ
issued  a  ruling  in  the  remanded  portion  of  the  proceeding,   and
the FERC is expected to issue a order in July 1995.

      GSU  interprets  the  1992 FERC order and  the  Court  of  Appeals'
decision   to   mean  that  Cajun  would  owe  GSU  approximately   $95.2
million  as  of  March  31, 1995.  However, due  to  the  elimination  of
an  issue  by  FERC  in  its  February 1995  order,  approximately  $26.7
million  of  this  amount  may  not be  pursued  by  GSU  in  the  remand
proceedings,  and  the  ALJ's  April  ruling,  while  awarding  principle
amounts   to   GSU,  denied  recovery  of  a  portion  of   interest   of
approximately  $8.5  million.  GSU further  estimates  that  if  it  were
to  prevail  in  its  May  1992  motion for rehearing,  and  it  prevails
in   its   positions  on  remand,  Cajun  would  owe  GSU   approximately
$132.1  million  as  of  March 31, 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  FERC
does  not  implement  the  Court  of  Appeals'  remand  as  GSU  contends
is  required,  GSU  estimates  it  would owe  Cajun  approximately  $86.2
million  as  of  March  31,  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.    GSU  and  Cajun  further  agreed  that  their  positions   at
FERC   would   remain   unaffected   by   the   $7.3   million   payment.
Pending  FERC's  ruling  on  the  May 1992  motions  for  rehearing,  GSU
has   continued   to   bill  Cajun  utilizing  the   historical   billing
methodology    and    has   booked   underpaid   transmission    charges,
including  interest,  in  the  amount  of  $167.3  million  as  of  March
31,  1995.   This  amount  is  reflected in  long-term  receivables  with
an offsetting reserve in other deferred credits.

Financial Condition

GSU

      Although  GSU  received  partial  rate  relief  relating  to  River
Bend,  GSU's  financial  position  was severely  strained  from  1986  to
1990  by  its  inability  to  earn a return  on  and  fully  recover  its
investment  and  other  costs  associated with  River  Bend.   Issues  to
be  finally  resolved  in  PUCT  rate proceedings  and  appeals  thereof,
as   discussed   in   Note   2,   combined  with   the   application   of
accounting   standards,   may  result  in  substantial   write-offs   and
charges   that   could   result   in   substantial   net   losses   being
reported    in    1995,   and   subsequent   periods,   with    resulting
substantial   adverse   adjustments  to  common   shareholder's   equity.
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.

Nonregulated Investments

Entergy Corporation

       As   discussed  on  pages 3  and  4  of  the  Form  10-K,  Entergy
Corporation   continues   to  consider  opportunities   to   expand   its
business,   including  opportunities  in  overseas   power   development.
On   March   31,  1995,  Entergy  Corporation,  through  its  subsidiary,
Entergy    Power   Development   Company   (EPDC),   entered   into    an
agreement   with  Enron  Power  Development  Corporation,  a   subsidiary
of   Enron  Corporation,  to  acquire  a  20%  interest  in  the   Dabhol
Power   Project   (Project)  located  in  the   State   of   Maharashtra,
India.   The   Project  is  a  695  megawatt  combined   cycle   facility
which  will  burn  distillate  as  its fuel.   Entergy  Corporation  made
an   initial   investment   in  the  Project   of   approximately   $20.5
million.    The   total  Project  is  estimated  to  cost   approximately
$920    million.    The   Project   is   fully   financed    and    under
construction   with  commercial  operation  expected  by   the   end   of
1997.    At   the   time  of  commercial  operation    EPDC   will   have
invested   approximately  $90  million  in  the  Project.   In   addition
to  its  investment  EPDC  has committed to cover  its   pro  rata  share
of   cost  overruns  up  to  approximately  $30  million,  if  they   are
incurred.

Capital Requirements and Financing

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

      See  pages  109,  146-148,  189-191, 194,  228-230,  266-268,  299-
301,   and   332  of  the  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 1995-1997.

Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs

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

      See  pages  110,  149-150, 194-195, 231-232,  and  334-335  of  the
Form   10-K   for   information  on  nuclear  liability,   property   and
replacement power insurance, and related NRC regulations.

      See  pages  110-112,  150-151, 195-196,  232-233,  and  335-336  of
the   Form  10-K  for  information  on  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  Financial  Accounting   Standards  Board  is   currently
reviewing the  accounting  for  decommissioning.   If  current   electric
utility   industry   accounting  practices   for   such   decommissioning
are    changed,    among    other   things,   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  the  external
decommissioning   trusts   could  be  reported   as   investment   income
rather than as a reduction to decommissioning expense.

ANO Matters

Entergy Corporation and AP&L

       See   pages   31,  83,  112,  and  138  of  the  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  in  September   1992,   May   1993,
April    1994,   and   January   1995.    AP&L's   budgeted   maintenance
expenditures   were  adequate  to  cover  the  cost  of   such   repairs.
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.    Entergy   Operations   is
taking  steps  at  ANO  2  to reduce the number and  severity  of  future
tube   cracks.   In  addition,  Entergy  Operations  periodically   meets
with  the  NRC  to  discuss  such steps and  results  of  inspections  of
the  generator  tubes,  as  well  as the timing  of  future  inspections.
Additional   inspections   are   planned   for   the   normal   refueling
outage scheduled for October 1995.

Environmental Issues

GSU

     GSU  has  been  notified  by  the  U.  S.  Environmental  Protection
Agency   (EPA)   that   it   has  been  designated   as   a   potentially
responsible   party   for   the  cleanup  of  certain   hazardous   waste
disposal  sites.   GSU  is  currently  negotiating  with  the   EPA   and
state   authorities  regarding  the  cleanup  of  some  of  these  sites.
Several  class  action  and other suits have  been  filed  in  state  and
federal   courts  seeking  relief  from  GSU  and  others   for   damages
caused   by   the   disposal  of  hazardous  waste  and   for   asbestos-
related    disease   allegedly   resulting   from   exposure    on    GSU
premises.   While  the  amounts  at issue  in  the  cleanup  efforts  and
suits   may   be   substantial,  GSU  believes  that   its   results   of
operations    and   financial   condition   will   not   be    materially
affected by the outcome of the suits.

     Through   March   31,   1995,   GSU  has   expended   $7.5   million
cumulatively  on  the  cleanup.  As  of  March  31,  1995,  GSU   has   a
remaining   recorded   liability  of  $20.7  million   related   to   the
cleanup   of   six   sites   at  which  GSU   has   been   designated   a
potentially  responsible  party.    See  pages  35-36, 39-40, and 196-197
of  the  Form  10-K  for  additional discussion of  the sites  in   which
GSU  has  been  designated as a potentially responsible party by the EPA.

LP&L

       During   1993,   the   Louisiana   Department   of   Environmental
Quality   issued   new  rules  for  solid  waste  regulation,   including
waste   water  impoundments.   LP&L  has  determined  that   certain   of
its   power  plant  waste  water  impoundments  are  affected  by   these
regulations  and  has  chosen to either  upgrade  or  close  them.     As
a  result,  LP&L  had  a  remaining  recorded  liability  in  the  amount
of  $14.2  million  at  March  31, 1995, for  waste  water  upgrades  and
closures    to   be   completed   by   1996.    Cumulative   expenditures
relating  to  the  upgrades  and closures  of  waste  water  impoundments
are  $1.3  million  as  of  March 31, 1995.  See  pages  37  and  233  of
the   Form  10-K  for  additional  discussions  of  LP&L's  waste   water
impoundment upgrades and closures.

Waterford 3 Lease Obligations

LP&L

       In   September   1989,  LP&L  entered  into  three   substantially
identical   but  entirely  separate  transactions  for   the   sale   and
leaseback   of   three  undivided  portions  (aggregating   approximately
9.3%)  of  its  100%  ownership  interest  in  Waterford  3.   See  pages
234-235 of the Form 10-K for further information.

      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.   These  events  would  include  a  failure,  at  specified
dates,   to  maintain  equity  capital  of  at  least  30%  of   adjusted
capitalization  and  a  fixed charge coverage  ratio  of  at  least  1.50
times   earnings.    As   of  March  31,  1995,   LP&L's   total   equity
capital   was   48.67%  of  adjusted  capitalization,   and   its   fixed
charge coverage ratio was 3.01.

Reimbursement Agreement

System Energy

       Under   the   provisions  of  the  Reimbursement   Agreement,   as
amended,   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  (as   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 of March  31,  1995,  System  Energy's
equity   approximated   36.38%  of  its  adjusted   capitalization,   and
its fixed charge coverage ratio was 1.23.

       As  a  result  of  charges  recorded  in  the  fourth  quarter  of
1994   related  to  an  agreement  with  FERC  settling  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  and
Reimbursement  Agreement,  until  November  30,  1995.  (See  pages   92-
93   and   327   of   the  Form  10-K  for  information   on   the   FERC
Settlement.)   System  Energy  expects  that  upon  expiration   of   the
waiver   period,  it  will  be  in  compliance  with  the  fixed   charge
coverage   covenant.   Absent  a  waiver,  System  Energy's  failure   to
perform   this   covenant  could  cause  a  draw   under   and/or   early
termination  of  the  letters  of  credit.   If  the  letters  of  credit
were   not   replaced   in  a  timely  manner,   a   default   or   early
termination  of  System  Energy's  leases  could  result.   Draws   under
the  letters  of  credit  must  be  repaid  by  System  Energy  within  5
days   (or   in  some  cases,  90  days)  following  the  date   of   the
drawing.   See  page  334  of  the  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.   The  PUCT  affirmed  that
the  ultimate  rate  treatment of such amounts  would  be  subject  to  a
future   demonstration  of  the  prudence  of  such   costs.    GSU   and
intervening   parties  appealed  this  order  (Rate   Appeal)   and   GSU
filed   a   separate  rate  case  asking  that  the  abeyed  River   Bend
plant   costs   be  found  prudent  (Separate  Rate  Case).   Intervening
parties   filed  suit  in  a  Texas  district  court  to   prohibit   the
Separate  Rate  Case.   The  district  court's  decision  was  ultimately
appealed  to  the  Texas  Supreme Court, which ruled  in  1990  that  the
prudence   of  the  purported  abeyed  costs  could  not  be  relitigated
in   a   separate   rate   proceeding.    The   Texas   Supreme   Court's
decision  stated  that  all  issues  relating  to  the  merits   of   the
original   PUCT  order,  including  the  prudence  of  all  River   Bend-
related costs, should be addressed in the Rate Appeal.

      In  October  1991,  the Texas district court  in  the  Rate  Appeal
issued  an  order  holding  that  the  PUCT  had  erred  in  assuming  it
could  set  aside  $1.4  billion of the total costs  of  River  Bend  and
consider   them   in  a  later  proceeding,  and  that   the   PUCT   had
effectively   found   that  GSU  had  not  met  its   burden   of   proof
related  to  the  amounts  placed  in abeyance.   The  court  ruled  that
the   Allowed  Deferrals  should  not  be  included  in  rate  base,  and
further  held  that  the  PUCT  had  erred  in  reducing  GSU's  deferred
costs   by   $1.50  for  each  $1.00  of  revenue  collected  under   the
interim   rate  increases  authorized  in  1987  and  1988.   The   court
remanded  the  case  to  the  PUCT with instructions  as  to  the  proper
handling   of   the  Allowed  Deferrals.   GSU's  motion  for   rehearing
was   denied  and,  in  December  1991,  GSU  filed  an  appeal  of   the
October   1991  district  court  order.   The  PUCT  also  appealed   the
October  1991  district  court  order,  which  served  to  supersede  the
district  court's  judgment,  rendering  it  unenforceable  under   Texas
law.

       In  August  1994,  the  Texas  Third  District  Court  of  Appeals
(the  Appellate  Court)  affirmed  the  district  court's  decision  that
there   was   substantial   evidence   to   support   the   PUCT's   1988
decision   not  to  include  the  abeyed  construction  costs  in   GSU's
rate   base.   While  acknowledging  that  the  PUCT  had  exceeded   its
authority  when  it  deferred  a  decision  on  the  inclusion  of  those
costs  in  rate  base  in  order to allow GSU a  further  opportunity  to
demonstrate    the   prudence   of   those   costs   in   a    subsequent
proceeding,   the  Appellate  Court  found  that  GSU  had  suffered   no
harm   or  lack  of  due  process  as  a  result  of  the  PUCT's  error.
Accordingly,  the  Appellate  Court  held  that  the  PUCT's  action  had
the  effect  of  disallowing  the  company-wide  $1.4  billion  of  River
Bend   construction  costs  for  ratemaking  purposes.   In  its   August
1994   opinion,  the  Appellate  Court  also  held  that  GSU's  deferred
operating   and   maintenance   costs   associated   with   the   allowed
portion  of  River  Bend  should  be  included  in  rate  base  and  that
GSU's  deferred  River  Bend  carrying  costs  included  in  the  Allowed
Deferrals   should  also  be  included  in  rate  base.   The   Appellate
Court's  August  1994  opinion  affirmed the  PUCT's  original  order  in
this case.

      The  Appellate  Court's  August 1994 opinion  was  entered  by  two
judges,   with   a  third  judge  dissenting.   The  dissenting   opinion
stated  that  the  result  of  the  majority  opinion  was,  among  other
things,  to  deprive  GSU  of  due  process  at  the  PUCT  because   the
PUCT  had  never  made  a  finding on the $1.4  billion  of  construction
costs.

      In  October  1994,  the  Appellate Court denied  GSU's  motion  for
rehearing  on  the  August  1994  opinion  as  to  the  $1.4  billion  in
River   Bend   construction  costs  and  other  matters.   GSU   appealed
the   Appellate  Court's  decision  to  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  March  31,  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,
$284   million   (both   net   of  depreciation),   and   $170   million,
respectively.    Allowed  Deferrals  were  approximately   $87   million,
net   of   taxes   and  amortization,  as  of  March   31,   1995.    GSU
estimates  it  has  recorded  approximately  $156  million  of   revenues
as  of  March  31,  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  also be  lost,  and  no  assurance  can
be  given  as  to  whether  or  not refunds  of  revenue  received  based
upon such deferred costs previously recorded will be required.

      No  assurance  can  be given as to the timing  or  outcome  of  the
remands  or  appeals  described above. 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  the  PUCT  will be allowed to rule on  the  prudence  of  the
abeyed  River  Bend  plant  costs.   Rate  Caps  imposed  by  the  PUCT's
regulatory  approval  of  the  Merger could  result  in  GSU's  inability
to   use   the  full  amount  of  a  favorable  decision  to  immediately
increase   rates;  however,  a  favorable  decision  could  permit   some
increases  and/or  limit  or  prevent decreases  during  the  period  the
Rate  Caps  are  in  effect.   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 March 31, 1995,  a  net  of  tax  write-
off  of  up  to  $297  million could be required  based  on  an  ultimate
adverse ruling by the PUCT on the abeyed and disallowed costs.

       In  prior  proceedings,  the  PUCT  has  held  that  the  original
cost  of  nuclear  power  plants  will  be  included  in  rates  to   the
extent   those   costs  were  prudently  incurred.   Based   upon   these
decisions,   management  believes  that  its  River   Bend   construction
costs  were  prudently  incurred  and  that  it  is  reasonably  possible
that   it  will  recover  in  rate  base,  or  otherwise  through   means
such  as  a  deregulated  asset plan, all or  substantially  all  of  the
abeyed    River    Bend   plant   costs.    However,   management    also
recognizes  that  it  is  reasonably  possible  that  not  all   of   the
abeyed River Bend plant costs may ultimately be recovered.

      As  part  of  its  direct  case  in the  Separate  Rate  Case,  GSU
filed  a  cost  reconciliation  study  prepared  by  Sandlin  Associates,
management   consultants  with  expertise  in  the   cost   analysis   of
nuclear   power  plants,  which  supports  the  reasonableness   of   the
River   Bend   costs   held  in  abeyance  by  the  PUCT.    This   study
determined  that  approximately  82% of  the  River  Bend  cost  increase
above  the  amount  included  by the PUCT  in  rate  base  was  a  result
of   changes   in  federal  nuclear  safety  requirements  and   provided
other support for the remainder of the abeyed amounts.

       There   have   been   four  other  rate   proceedings   in   Texas
involving   nuclear   power  plants.   Disallowed   investment   in   the
plants   ranged  from  0%  to  15%.   Each  case  was  unique,  and   the
disallowances   in   each   were  made  on  a  case-by-case   basis   for
different   reasons.   Appeals  of  two  of  these  PUCT  decisions   are
currently pending.

       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. Sandlin   Associates'  analysis  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  internal  legal  staff,   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.   Management  also  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   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  $170  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  No.121,  "Accounting  for  the  Impairment
of   Long-Lived  Assets  and  for  Long-Lived  Assets  to   be   Disposed
Of,"  (SFAS  121)  which  will become effective  January  1,  1996,  will
require   the   write-off  of  the  $170  million   of   rate   deferrals
discussed  above,  unless  there  are  favorable  regulatory   or   court
actions   related  to  these  costs  prior  to  adoption.   The  standard
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

       In  March  1994,  the  Texas  Office  of  Public  Utility  Counsel
and  certain  cities  served  by  GSU  instituted  an  investigation   of
the   reasonableness  of  GSU's  rates.   In  June  1994,  GSU   provided
the   cities   with   information  that  supported   the   current   rate
level.   In   September   1994,   various   cities   adopted   ordinances
directing  GSU  to  reduce  its  Texas retail  rates  by  $45.9  million.
GSU    appealed   the   cities'   ordinances   to   the   PUCT   for    a
determination of reasonableness of GSU's rates.

      Hearings  were  held  in  December  1994  and  on  March  20,  1995
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.    As   a
result,   in   1994  GSU  recorded  a  $57  million  reserve   for   rate
refund   and  a  $12.8  million  reserve  for  franchise  taxes   to   be
refunded.    In   the   first   quarter  of   1995,   GSU   recorded   an
additional  reserve  for  rate  refund  of  approximately  $9.8  million.
The   rate  reduction  is  being  appealed  and  no  assurance   can   be
given as to the timing or outcome of the appeal.

LPSC Rate Review

Entergy Corporation, GSU, and LP&L

       In   May   1994,   GSU   made  the  first   required   post-Merger
earnings   analysis  filing  with  the  LPSC.   On  December  14,   1994,
the   LPSC  ordered  a  $12.7  million  annual  rate  reduction  for  GSU
effective   January   1995.   The  rate  order  included,   among   other
things,   a   reduction  in  GSU's  Louisiana  jurisdictional  authorized
return  on  equity  from  12.75%  to  10.95%  and  the  amortization  for
the   benefit   of   the  customers   of  $8.3  million   of   previously
deferred   unbilled   revenue,  representing  one-half   of   the   total
resulting  from  a  change  in  accounting  for  unbilled  revenue.    In
December   1994,   GSU  received  a  preliminary  injunction   from   the
19th   Judicial   District   Court  regarding   $8.3   million   of   the
reduction.    On   January   1,  1995,  GSU   reduced   rates   by   $4.4
million.    The   entire  $12.7  million  reduction  is  being   appealed
and  no  assurance  can  be  given as to the timing  or  outcome  of  the
appeal.

      In  August  1994,  LP&L  filed  a  performance-based  formula  rate
plan   with   the   LPSC.    The  proposed  formula   rate   plan   would
continue   existing  LP&L  rates  at  current  levels,  while   providing
financial  incentive  to  reduce  costs  and  maintain  high  levels   of
customer   satisfaction   and  system  reliability.    The   plan   would
allow  LP&L  the  opportunity  to earn a higher  rate  of  return  if  it
improves    performance   over   time.    Conversely,   if    performance
declines,  the  rate  of  return  LP&L  could  earn  would  be   lowered.
This    provides   a   financial   incentive   for   LP&L   to   maintain
continuous    improvement    in   all   three   performance    categories
(customer     price,     customer     satisfaction,     and      customer
reliability).    Under  the  proposed  plan,  if  LP&L's  earnings   fall
within  a  bandwidth  around  a benchmark rate  of  return,  there  would
be   no   adjustment  in  rates.   If  LP&L's  earnings  are  above   the
bandwidth,   the   proposed  plan  would  automatically   reduce   LP&L's
base   rates.    Alternatively,  if  LP&L's  earnings   are   below   the
bandwidth,   the  proposed  plan  would  automatically  increase   LP&L's
base  rates.   The  reduction  or increase in  base  rates  would  be  an
amount  representing  50%  of  the difference  between  the  earned  rate
of  return  and  the  nearest  limit  of  the  bandwidth.   In  no  event
would  the  annual  adjustment  in  rates  exceed  2%  of  LP&L's  retail
revenues.

       Hearings   were   held  on  the  LP&L  proposed  performance-based
formula   rate  plan  in  March  1995.   On  April  20,  1995  the   LPSC
Staff  recommended  a  $49.4  million  reduction  in  base  rates.   This
recommended   rate   reduction   included   $8.5   million    of    rates
previously  reduced  through  fuel  clause  reductions;  therefore,   the
net   effect  of  recommended  reduction  is  $40.9  million.  The   LPSC
Staff   recommended  the  approval  of  LP&L's  proposed   formula   rate
plan  with  the  following  modifications.  An  earnings  band  would  be
established  from  a  10.4%  to  a 12%  return  on  equity.    If  LP&L's
earnings   fall   within   the  bandwidth,   no   adjustment   in   rates
occurs.   If   LP&L's  earnings  are above  the  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   the
10.4%   return   on  equity,  customers   pay  60%  of   the   difference
between   the   realized  return  on  equity  and   the   10.4%   through
prospective   rate  increases.  The  LPSC  Staff's  recommendation   also
included   a   reduction  in  LP&L's  authorized  rate  of  return   from
12.76%  to  11.2%.   The  LPSC is expected to  issue  a  final  order  in
late May 1995.

Formula Rate Plan

Entergy Corporation and MP&L

       Under  a  formulary  incentive  rate  plan  (Formula  Rate   Plan)
effective   March   25,   1994,  MP&L's  earned   rate   of   return   is
calculated   automatically  every  12  months   and   compared   to   and
adjusted  against  a  benchmark  rate  of  return  (calculated  under   a
separate  formula  within  the  Formula Rate  Plan).   The  Formula  Rate
Plan  allows  for  periodic  small  adjustments  in  rates  based  on   a
comparison   of   earned   to   benchmark  returns   and   upon   certain
performance  factors.   Pursuant  to  a  stipulation  with   the   MPSC's
Public   Utilities  Staff,  MP&L  did  not  request  an   adjustment   in
rates   based  on  its  earned rate of return  for  the  12-months  ended
December 31, 1994.

February 1994 Ice Storm/Rate Rider

Entergy Corporation and MP&L

      In  early  February  1994,  an ice storm  left  more  than  221,000
Entergy  customers  without  electric power  across  the  System's  four-
state   service   area.   Repair  costs  totaled   approximately   $116.2
million,  $30.8  million,  and  $77.2  million  for  the  System,   AP&L,
and   MP&L,   respectively,  with  $85  million,   $18.7   million,   and
$64.6   million   of   these   amounts   capitalized   as   plant-related
costs.   In   September   1994,  MPSC  approved   a   stipulation    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,   1995.    This
stipulation  also  states  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.

     On  April  28,  1995, MP&L   filed  for  a  rate  increase  of  $2.9
million   to   be   in   effect   for   a   four-year   period  beginning
September   28,   1995,   to   recover  costs  related  to  the ice storm
that were  recorded  after  April  30, 1994.   At  the end  of  the four-
year   period,   undepreciated   ice   storm capital costs recorded after
April  30, 1994,   will   be   treated   as   described   above.   MP&L's
filing   requested   recovery  of  capital  costs  and deferred operating
and  maintenance   expenses  of approximately  $14.2   million   and   $1
million,   respectively.    No   assurance   can   be   given   as to the
outcome of the filing.

LPSC Fuel Cost Review

GSU

      In  November  1993,  the  LPSC  ordered  a  review  of  GSU's  fuel
costs   for  the  period  October  1988  through  September  1991  (Phase
1)  based  on  the  number  of outages at River  Bend  and  the  findings
in   the  June  1993  PUCT  fuel  reconciliation  case.   In  July  1994,
the   LPSC   ruled   in  the  Phase  1  case  that  GSU   should   refund
approximately  $27  million  to  its  customers.   Under  the  order,   a
refund   of   $13.1  million  was  made  through  a  billing  credit   on
August   1994  bills.   In  August  1994,  GSU  appealed  the   remaining
portion   of  the  LPSC-ordered  refund  to  the  district  court.    GSU
has   made   no   reserve   for  the  remaining  portion,   pending   the
outcome  of  the  district  court  appeal,  and  no  assurance   can   be
given as to the timing or outcome of the appeal.

      On  January  18,  1995,  GSU met with the special  counsel  of  the
LPSC  to  discuss  the  procedural schedule  for  the  next  fuel  review
(Phase  II).   The  period  under  investigation  was  determined  to  be
from  October  1991  to  March 1995.  Hearings  are  scheduled  to  begin
in August 1995.

PUCT Fuel Cost Review

GSU

     For  information  on  the  PUCT  Fuel  Cost  Review  of  the  period
December  1,  1986  through  September 30, 1991,  see  pages  183-184  of
the Form 10-K.

       On   January  9,  1995,  GSU  and  various  parties   reached   an
agreement   for  the  reconciliation  of  over-  and  under-recovery   of
fuel  and  purchased  power  expenses for the  period  October  1,  1991,
through   December  31,  1993.  In  the  fourth  quarter  of  1994,   GSU
recorded   a   reserve   of   $7.6  million   as   a   result   of   this
settlement.   On  April  17,  1995,  the  PUCT  issued  a   final   order
approving the settlement.


NOTE 3.  PREFERRED AND COMMON STOCK

Entergy Corporation

       Entergy  Corporation  periodically  repurchases  shares   of   its
outstanding   common  stock  either  on  the  open  market   or   through
negotiated   purchases   or  tender  offers.    Stock   repurchases   are
made   from   time   to  time  depending  upon  market   conditions   and
authorization   of   the   Entergy  Corporation   Board   of   Directors.
During  the  first  quarter  of  1995, no shares  of  common  stock  were
repurchased.

       During  the  first  three  months  of  1995,  Entergy  Corporation
issued  337,873  shares  of  its  previously  repurchased  common  stock,
reducing  the  amount  held  as treasury  stock by  $10 million.  Entergy
Corporation  issued   these  shares  to  meet  the  requirements  of  its
various    stock   plans.    For   further   information    on    Entergy
Corporation's stock plans see pages 103-104 of the Form 10-K.

AP&L

      On  January  1,  1995,  AP&L redeemed,  pursuant  to  sinking  fund
requirements,   200,000   shares   of   its   13.28%   Series   Preferred
Stock, $25 par value.

GSU

       On  March  15,  1995,  GSU  redeemed,  pursuant  to  sinking  fund
requirements,   22,500   shares  of  its   Adjustable   Rate   Series   B
Preferred Stock, $100 par value.

LP&L

      On  February  1,  1995,  LP&L redeemed, pursuant  to  sinking  fund
requirements,   300,000   shares   of   its   12.64%   Series   Preferred
Stock, $25 par value.

MP&L

      On  January  1,  1995, MP&L redeemed 70,000  shares  of  its  9.76%
Series  Preferred  Stock,  $100  par  value.   On  March  1,  1995,  MP&L
redeemed  10,000  shares  of  its 12.00%  Series  Preferred  Stock,  $100
par value.

NOPSI

      On  March  1,  1995,  NOPSI redeemed 15,000 shares  of  its  15.44%
Series Preferred Stock, $100 par value.


NOTE 4.  LONG-TERM DEBT

AP&L

       On   February   1,  1995,  AP&L  redeemed,  pursuant  to   sinking
fund   requirements,   $0.4   million   of   its   8.75%   Series   First
Mortgage Bonds due 1998.

MP&L

      On  February  1,  1995,  MP&L retired $20  million  of  its  14.95%
Series  Bonds  upon  maturity.   On  March  1,  1995,  MP&L  retired  $20
million  of  its  4.625%  Series  First  Mortgage  Bonds  upon  maturity.
On  April  12,  1995,  MP&L  issued $80  million  of   8.80%  Series  G&R
Bonds due 2005.

NOPSI

       On   February  1,  1995  NOPSI  redeemed  $9.2  million   of   its
13.90%  Series  G&R  Bonds  upon maturity.   On  April  27,  1995,  NOPSI
issued  $30  million  of 8.67% Series G&R Bonds  due  2005.   On  May  1,
1995,  NOPSI  redeemed,  pursuant  to  sinking  fund  requirements,   $15
million of its 10.95% Series G&R Bonds due 1997.


NOTE 5.  RETAINED EARNINGS

        On   January   27,   1995,   Entergy   Corporation's   Board   of
Directors  (Board)  declared  a  common  stock  dividend   of  45   cents
per  share  which  was  paid on March 1, 1995.   In  addition,  on  March
25,  1995,  the  Board  declared a common  stock  dividend  of  45  cents
per share payable on June 1, 1995.


NOTE 6.  RESTRUCTURING COSTS

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

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

           Restructuring                             Restructuring
             Liability      Additional                 Liability
 Company   December 31,      Accruals      Payments    March 31,
               1994                                       1995
                           (In Millions)                           
                                                                   
 AP&L         $12.2           $ 0.6         $(2.6)       $10.2
 GSU            6.5             1.2          (1.4)         6.3
 LP&L           6.8             1.0          (1.7)         6.1
 MP&L           6.2             0.3          (0.7)         5.8
 NOPSI          3.4             0.5          (0.5)         3.4
              -----           -----         -----        -----  
 Total        $35.1           $ 3.6         $(6.9)       $31.8
              =====           =====         =====        =====
              
     The  restructuring  charges shown  above  primarily  included
employee  severance costs related to the expected termination  of
approximately  2,150  employees.  As of  March  31,  1995,  1,649
employees  have  either  been terminated  or  accepted  voluntary
separation under the restructuring plan.

   Additionally, GSU recorded $23.8 million in 1994 for remaining
severance  and  augmented  retirement  benefits  related  to  the
Merger.   Actual  termination benefits  paid  under  the  program
amounted to $4.8 million through March 31, 1995.


NOTE 7.  ACCOUNTING ISSUES

    New  Accounting  Standard  - In  March  1995,  the  Financial
Accounting  Standards  Board  (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 pages 87-88 of the Form 10-K)  being
impaired and provides criteria for  recognition  and  measurement
of asset impairment.   Note 2 describes regulatory assets of $170
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   $1.8   billion   (pre-tax)  are  most potentially 
affected  by the requirements of SFAS 121.  Those assets  include
AP&L's and LP&L's retained share of Grand Gulf 1, Entergy Power's
investment 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 of the FERC jurisdiction and steam department.

   Entergy will continually 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.
Based on current estimates, Entergy anticipates that the net cash
flows will recover the carrying value of the potentially affected
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

      Liquidity  is  important  to Entergy  due  to  the  capital
intensive   nature   of  its  business,  which   requires   large
investments   in   long-lived  assets.    While   large   capital
expenditures for the construction of new generating capacity  are
not  currently  planned,  the  System  does  require  significant
capital resources for the periodic maturity of certain series  of
debt  and  preferred stock and ongoing construction expenditures.
Net cash flow from operations for Entergy Corporation, the System
operating companies, and System Energy for the three months ended
March 31, 1995 and 1994, was as follows (in millions):

                       Three Months     Three Months
 Company               Ended 3/31/95    Ended 3/31/94
                                        
 Entergy Corporation      $275.6           $322.4
 AP&L                     $124.8           $ 88.2
 GSU                      $129.9           $ 53.8
 LP&L                     $103.7           $ 99.5
 MP&L                     $ 51.8           $ 46.9
 NOPSI                    $ 18.6           $ 26.5
 System Energy            $(26.2)          $ 53.4


      For  the three months ended March 31, 1995, AP&L's net cash
flow  from operations increased due primarily to reduced billings
from  System  Energy  resulting from a FERC audit  settlement  in
1994.   GSU's  net  cash flow from operations increased  for  the
three months ended March 31, 1995, due primarily to reductions in
working capital.  NOPSI's net cash flow from operations decreased
for  the  three  months ended March 31, 1995,  due  primarily  to
refunds  associated  with  the  1994 NOPSI Settlement.  Refund by 
NOPSI of a $25  million reserve established in December 1994 will
be  made over a 21-month period ending in September 1996.  System 
Energy's net cash  flow  from operations decreased for the  three
months  ended   March  31,  1995,  due  primarily  to refunds  to
associated companies resulting  from  a  FERC audit settlement in
1994.

      In the first three 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 reduce costs, as  well  as
collections  under the rate phase-in plans, which 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.

      Productive  investment  of excess  funds  is  necessary  to
enhance  the  long-term  value  of Entergy  Corporation's  common
stock.  Entergy  Corporation  will  consider  investing   up   to
approximately $150 million per year for the next several years in
nonregulated business opportunities.  On March 31, 1995,  Entergy
Corporation,  through its subsidiary, Entergy  Power  Development
Company  (EPDC),  entered  into an  agreement  with  Enron  Power
Development  Corporation,  a  subsidiary of Enron Corporation, to
acquire  a  20%  interest  in the  Dabhol Power Project (Project)
located  in the  State  of Maharashtra, India.  The Project is  a
695 megawatt  combined  cycle facility which will burn distillate 
as its fuel.  Entergy Corporation made  an initial investment  in
the Project of approximately $20.5 million.  The total Project is
estimated  to  cost  approximately  $920 million.  The Project is 
fully  financed and  under construction with commercial operation
expected by the end of 1997.  At the time of commercial operation
EPDC will have invested approximately $90 million in the Project.
In addition to its investment EPDC  has  committed  to  cover its
pro rata share of cost overruns up to approximately $30  million,
if they are incurred.  See Note  1  and "Significant  Factors and
Known   Trends   -   Nonregulated   Investments"  for  additional
information.

      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 March 31, 1995,  and  an
assumed annual interest or dividend rate of 9.25%,  each  of  the
System  operating companies and System Energy could  have  issued
bonds or preferred stock in the following amounts (in millions):

        Company          Bonds    Preferred Stock
                                  
        AP&L             $274        $388
        GSU              $  -        $  -
        LP&L             $117        $786
        MP&L             $165        $ 83
        NOPSI            $ 46        $ 39
        System Energy    $246           *

*    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.  As a result of the charges recorded  in
1994,  GSU  is  currently precluded from issuing  first  mortgage
bonds  under  its earnings coverage test.  However, 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.   For
information  on  the  System  operating  companies'  and   System
Energy's   regulatory  authorizations  to   issue   and   acquire
securities,  see Notes 3 and 4, and pages 102-105, 146-148,  189-
191, 228-230, 266-268, 299-301, and 332 of the Form 10-K.

      The  System operating companies and System Energy have  SEC
authorization to effect short-term borrowings.  As of  March  31,
1995,  GSU  has unused lines of credit for short-term  borrowings
totaling  $5.0 million.  See pages 101, 145, 188, 227, 265,  299,
and  331 of the 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 March  31,
1995,  the  System  operating companies,  Entergy  Services,  and
System Fuels had outstanding short-term borrowings from the Money
Pool and/or from banks as follows (in millions):

        Company             Money Pool       Banks
                                             
        AP&L                 $   -           $34.0
        GSU                  $   -           $   -
        LP&L                 $   -           $19.2
        MP&L                 $12.9           $29.4
        Entergy Services     $39.8           $35.0
        System Fuels         $12.0           $15.0


      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 also pays dividends  on  its
common  stock, which aggregated $102 million in the  first  three
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.   During  the first three  months  of  1995,  these
common  stock dividend payments totaled $96.8  million.   Certain
restrictions  may  limit the amount of these distributions.   See
page  106 of the Form 10-K for additional information.   GSU  did
not make common stock dividend payments to Entergy Corporation in
the  first  three  months  of 1995 in anticipation of a potential 
rate  refund.  NOPSI and System Energy did not make common  stock
dividend  payments to Entergy  Corporation  in  the  first  three
months of 1995 due  to  refunds made to customers pursuant to the
1994  NOPSI Settlement and a FERC audit settlement, respectively.

      Entergy  Corporation has a program to repurchase shares  of
its  outstanding  common stock.  The timing and  amount  of  such
repurchases   depend   upon   market   conditions    and    Board
authorization.  See Note 3 for additional information.

     Entergy Corporation has requested, but not yet received, SEC
authorization  for  a  $300  million bank  line  of  credit,  the
proceeds  of  which  are  expected to be used  for  common  stock
repurchases,   investments   in   nonregulated   and   nonutility
businesses,   and   other  activities.   Certain   parties   have
intervened in this proceeding, and the application is pending.

      Increasing  competition in the utility industry  brings  an
increased  need to stabilize costs and reduce retail rates.   See
"Significant   Factors  and  Known  Trends  -  Competition"   for
additional information on rate issues affecting the System.

     On March 20, 1995, the PUCT ordered GSU to implement 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.  See  Note  2
for additional information.

      In  December 1994, NOPSI agreed to reduce electric and  gas
rates and issue credits and refunds to customers pursuant to  the
1994 NOPSI Settlement.  Under the terms of the settlement,  NOPSI
implemented  rate  reductions totaling  $44.9  million  effective
January 1, 1995.  NOPSI will implement an additional $4.4 million
rate  reduction on October 31, 1995.  In addition, the 1994 NOPSI
Settlement  required  NOPSI to credit its customers  $25  million
over  a  21-month period beginning January 1, 1995, in  order  to
resolve disputes with the Council regarding the interpretation of
the 1991 NOPSI Settlement.

Entergy Corporation and GSU

      See Notes 1 and 2 regarding litigation with Cajun and River
Bend rate appeals.  Write-offs or  charges resulting from adverse
rulings  in  these matters  could result in additional 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 continue
to pay dividends and obtain financing, which could in turn affect
GSU's liquidity.

Entergy Corporation and System Energy

      Under  a  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), and
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 thereto, subject to the receipt  of
consents of certain creditors.

<PAGE>

                      RESULTS OF OPERATIONS

ENTERGY

Net Income

      Consolidated net income decreased in the first  quarter  of
1995   due  primarily  to  decreased  revenues  related  to  rate
reserves/reductions at GSU, MP&L, and NOPSI,  certain restructing
costs, and decreased miscellaneous income - net.

      Significant factors affecting the results of operations and
causing variances between the first quarter of 1995 and 1994  are
discussed  under  "Revenues and Sales," "Expenses,"  and  "Other"
below.

Revenues and Sales

      Detailed  below are Entergy's operating revenues by  source
and KWH sales.

                              Three Months Ended    Increase/    
Description                     1995       1994    (Decrease)      %
                                          (In Millions)
Electric Operating Revenues:                                     
  Residential                  $  441.5   $  476.0    $(34.5)     (7)
  Commercial                      324.7      339.1     (14.4)     (4)
  Industrial                      414.1      436.1     (22.0)     (5)
  Governmental                     35.1       38.9      (3.8)    (10)
                               --------   --------    ------    
    Total retail                1,215.4    1,290.1     (74.7)     (6)
  Sales for resale                 74.5       69.4       5.1       7
  Other                             4.9      (19.3)     24.2     125
                               --------   --------    ------    
    Total                      $1,294.8   $1,340.2    $(45.4)     (3)
                               ========   ========    ======    
                                                                 
Billed Electric Energy                                           
 Sales (Millions of KWH):                                        
  Residential                     5,860      6,062       (202)     (3)
  Commercial                      4,473      4,406         67       2
  Industrial                     10,035      9,728        307       3
  Governmental                      539        525         14       3
                                 ------     ------       ----      
    Total retail                 20,907     20,721        186       1
  Sales for resale                2,400      1,736        664      38
                                 ------     ------       ----      
    Total                        23,307     22,457        850       4
                                 ======     ======       ====      

      Electric operating revenues decreased $45.4 million in  the
first  quarter of 1995 due primarily to milder than normal winter
weather  as compared to 1994, decreased fuel adjustment revenues,
and rate reserves/reductions  at GSU, MP&L,  and NOPSI, partially
offset by increased sales for resale to nonassociated utilities.

      The  changes  in electric operating revenue for  the  three
months ended March 31, 1995 are as follows:

                                                   Increase/
                    Description                   (Decrease)
                                                 (In Millions)
       Change in base rates                         $(28.6)
       Rate riders                                    (7.4)
       Fuel cost recovery                            (46.0)
       Sales volume/weather                            0.7
       Other revenue (including unbilled)             16.5
       1994 Provision for revenue reduction (NOPSI)   14.3
       Sales for resale                                5.1
                                                    ------
       Total                                        $(47.8)
                                                    ======

      Gas operating revenues decreased $13.4 million in the first
quarter  of  1995  due  primarily to milder  than  normal  winter
weather, decreased fuel adjustment revenues as compared  to  1994
and gas rate reductions agreed to in the 1994 NOPSI Settlement.

Expenses

      Fuel  for  electric  generation and  fuel-related  expenses
decreased  $26.0  million  in  the  first  quarter  of  1995  due
primarily to lower fuel costs.

     Purchased power decreased $43.3 million in the first quarter
of   1995  due  primarily  to  decreased  power  purchases   from
nonassociated utilities due to changes in generation requirements
for the System operating companies.

     Income taxes decreased $4.6 million in the first quarter of
1995 due primarily to lower pretax income.

Other

      Miscellaneous  income - net decreased $7.2 million  in  the
first  quarter  of  1995  due primarily to  increased  losses  by
Entergy  Corporation's  nonregulated business  investments.   The
increased  loss stems from expansion of domestic energy  services
operations and international power development activities.


AP&L

Net Income

      Net  income  decreased in the first  quarter  of  1995  due
primarily  to  decreased sales for resale revenues and  increased
other operations and maintenance expenses.

      Significant factors affecting the results of operations and
causing variances between the first quarter of 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.

                                Three Months Ended  Increase/    
Description                       1995      1994    (Decrease)      %
                                            (In Millions)
Electric Operating Revenues:                                     
  Residential                   $ 124.2    $ 123.3      $ 0.9       1
  Commercial                       68.3       66.3        2.0       3
  Industrial                       77.6       72.8        4.8       7
  Governmental                      4.0        4.1       (0.1)     (2)
                                -------    -------     ------
    Total retail                  274.1      266.5        7.6       3
  Sales for resale:                                                    
    Associated companies           29.1       66.6      (37.5)    (56)
    Non-associated companies       38.6       44.3       (5.7)    (13)
  Other                            (2.2)      (6.3)       4.1      65
                                -------    -------     ------
    Total                       $ 339.6    $ 371.1     $(31.5)     (8)
                                =======    =======     ======
                                                                 
Billed Electric Energy                                           
 Sales (Millions of KWH):                                        
  Residential                     1,427      1,438        (11)     (1)
  Commercial                        947        931         16       2
  Industrial                      1,439      1,364         75       5
  Governmental                       53         58         (5)     (8)
                                  -----      -----     ------   
    Total retail                  3,866      3,791         75       2
  Sales for resale:                                                    
    Associated companies          1,359      3,250     (1,891)    (58)
    Non-associated companies        873      1,204       (331)    (27)
                                  -----      -----     ------
    Total                         6,098      8,245     (2,147)    (26)
                                  =====      =====     ======      

     Electric operating revenues decreased in the first quarter
of 1995 primarily due  to  lower sales for resale to associated
companies  caused  by changes  in  generation  availability and
requirements among the System operating companies.

      The  changes  in electric operating revenue for  the  three
months ended March 31, 1995 are as follows:

                                           Increase/
              Description                  (Decrease)
                                         (In Millions)
Change in base rates                         $  1.0
Rate riders                                     0.3
Fuel cost recovery                              4.2
Sales volume/weather                            2.1
Other revenue (including unbilled)              4.1
Sales for resale                              (43.2)
                                             ------
Total                                        $(31.5)
                                             ======

Expenses

      Operating expenses decreased in the first quarter  of  1995
primarily  due  to  lower  fuel  and  fuel-related  expenses  and
purchased power expenses partially offset by an increase in other
operation  and  maintenance expenses.  Fuel and  purchased  power
expenses  decreased  due  to  the  lower  sales  for  resale   to
associated companies as noted in "Revenues and Sales" above.  The
increase in other operation and maintenance expenses is primarily
the  result  of  additional  work  being  performed  and  use  of
materials  during  ANO 1's refueling outage which began  in  mid-
February  1995  and lasted through the end of  the  quarter.   In
addition  ANO 2 experienced a 30 day mid-cycle outage during  the
first  quarter  of 1995 which also required additional  work  and
materials.   See Note 1 for an additional discussion of  ANO  2's
mid-cycle outage.

GSU

Net Income

      Net  income  decreased in the first  quarter  of  1995  due
primarily to reduced base revenues resulting from rate reductions
ordered  by the PUCT in September 1994 and March 1995,  partially
offset by increased energy sales.

      Significant factors affecting the results of operations and
causing variances between the first quarter of 1995 and 1994  are
discussed under "Revenues and Sales" and "Expenses" below.

Revenue and Sales

      See table below for information on GSU's operating revenues
by source and KWH sales.

                                Three Months Ended  Increase/    
Description                       1995      1994    (Decrease)    %
                                            (In Millions)
Electric Department                                              
Operating revenues:                                              
  Residential                   $ 116.5    $ 123.8    $ (7.3)    (6)
  Commercial                       92.3       94.7      (2.4)    (3)
  Industrial                      142.3      153.0     (10.7)    (7)
  Governmental                      6.2        6.3      (0.1)    (2)
                                -------    -------    ------   
    Total retail                  357.3      377.8     (20.5)    (5)
  Sales for resale:                                                    
    Associated companies           10.2        9.3       0.9     10
    Non-associated companies       14.8        9.1       5.7     63
  Other                            (3.5)       5.9      (9.4)  (159)
                                -------    -------    ------
    Total Electric Department   $ 378.8    $ 402.1    $(23.3)    (6)
                                =======    =======    ======
                                                                 
Billed Electric Energy                                           
 Sales (Millions of KWH):                                        
  Residential                     1,561      1,601        (40)    (2)
  Commercial                      1,342      1,307         35      3
  Industrial                      3,670      3,575         95      3
  Governmental                       88         74         14     19
                                  -----      -----        ---    
    Total retail                  6,661      6,557        104      2
  Sales for resale:                                                 
    Associated companies            501        398        103     26
    Non-associated companies        473        143        330    231
                                  -----      -----        --- 
    Total Electric Department     7,635      7,098        537      8
  Steam Department                  397        410        (13)    (3)
                                  -----      -----        ---   
    Total                         8,032      7,508        524      7
                                  =====      =====        ===

     Operating revenues decreased in the first quarter of 1995
due primarily to reduced base revenues resulting from rate
reductions ordered by the PUCT in  September 1994 and March 1995
(see Note 2 for further discussion) in addition to reduced fuel
revenue.   These decreases were partially offset by increased
energy sales.  Energy sales increased primarily due to increased
sales for resale as a result of GSU's participation in the System
power pool and non-weather related growth in the non-residential
markets.

     The changes in electric operating revenue for the three months
ended March 31, 1995 are as follows:

                                                    Increase/
                      Description                  (Decrease)
                                                  (In Millions)
       Change in base rates                          $(18.7)
       Fuel cost recovery                             (14.1)
       Sales volume/weather                             2.6
       Other revenue (including unbilled)               0.3
       Sales for resale                                 6.6
                                                     ------
       Total                                         $(23.3)
                                                     ======
Expenses

       Operating  expenses  decreased  primarily  due  to   lower
purchased power expenses.  Purchased power decreased in the first
quarter   of   1995  due  primarily  to  changes  in   generation
availability   and   requirements  among  the  System   operating
companies.

LP&L

Net Income

      Net  income  remained  relatively unchanged  in  the  first
quarter  of  1995. This is due primarily to the completion in the
second quarter of  1994  of  the  amortization  of  the  proceeds 
resulting from litigation with  a gas supplier,  partially offset
by increased sales for resale to non-associated utilities.  

      Significant factors affecting the results of operations and
causing variances between the first quarter of 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.

                                Three Months Ended  Increase/    
Description                       1995      1994    (Decrease)     %
                                            (In Millions)
Electric Operating Revenues:                                     
  Residential                    $ 111.9    $124.9   $(13.0)     (10)
  Commercial                        76.0      80.8     (4.8)      (6)
  Industrial                       148.9     159.9    (11.0)      (7)
  Governmental                       7.7       7.9     (0.2)      (3)
                                 -------    ------   ------  
    Total retail                   344.5     373.5    (29.0)      (8)
  Sales for resale:                                                    
    Associated companies             0.2       0.1       0.1     100
    Non-associated companies        10.0       6.8       3.2      47
  Other                             (1.7)      3.4      (5.1)   (150)
                                 -------    ------    ------ 
    Total                        $ 353.0    $383.8    $(30.8)     (8)
                                 =======    ======    ======
                                                                 
Billed Electric Energy                                           
 Sales (Millions of KWH):                                        
  Residential                      1,587     1,680       (93)     (6)
  Commercial                       1,019     1,028        (9)     (1)
  Industrial                       4,079     3,977       102       3
  Governmental                       110       107         3       3
                                   -----     -----       ---
    Total retail                   6,795     6,792         3       -
                                  
  Sales for resale:                                                    
    Associated companies              10         3         7     233
    Non-associated companies         214       125        89      71
                                   -----     -----       ---
    Total                          7,019     6,920        99       1
                                   =====     =====       ===    


        Electric  operating  revenues were  lower  in  the  first
quarter  of 1995 primarily due to lower fuel adjustment revenues,
which  do not affect net income. In addition, completion  of  the
amortization of the proceeds resulting from litigation with a gas
supplier  in  the  second quarter of 1994 resulted  in  decreased
other operating revenues for the first quarter of 1995, partially
offset by higher sales to non-associated utilities.   

      The  changes  in electric operating revenue for  the  three
months ended March 31, 1995 are as follows:

                                                   Increase/
                      Description                  (Decrease)
                                                 (In Millions)
       Change in base rates                          $  0.8
       Fuel cost recovery                             (26.3)
       Sales volume/weather                            (3.4)
       Other revenue (including unbilled)              (5.2)
       Sales for resale                                 3.3
                                                     ------
       Total                                         $(30.8)
                                                     ======

Expenses

      Operating expenses decreased for the first quarter of  1995
primarily  due  to lower fuel and purchased power expenses.  Fuel
for  electric  generation  and  fuel-related  expenses  decreased
primarily  due  to a lower per unit cost for gas  fuel  partially
offset  by  an increase in gas fired generation. The decrease  in
purchased   power  expenses  is  primarily  due  to  changes   in
generation   availability  and  requirements  among  the   System
operating companies.


MP&L

Net Income

      Net  income  increased in the first  quarter  of  1995  due
primarily  to  a  decrease  in other  operation  and  maintenance
expenses  and  an increase in sales for resale.  These  increases
were partially offset by lower retail revenues due to the effects
of the March 1994 rate reduction.

      Significant factors affecting the results of operations and
causing variances between the first quarter of 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.

                                Three Months Ended  Increase/    
Description                       1995      1994    (Decrease)   %
                                            (In Millions)
Electric Operating Revenues:                                     
  Residential                     $ 67.1    $ 76.1   $ (9.0)    (12)
  Commercial                        55.6      58.4     (2.8)     (5)
  Industrial                        40.2      44.1     (3.9)     (9)
  Governmental                       6.5       6.6     (0.1)     (2)
                                  ------    ------    -----
    Total retail                   169.4     185.2    (15.8)     (9)
  Sales for resale:                                                    
    Associated companies             6.6       5.1      1.5      29
    Non-associated companies         4.2       3.0      1.2      40
  Other                             13.1      (5.9)    19.0     322
                                  ------    ------    -----
    Total                         $193.3    $187.4    $ 5.9       3
                                  ======    ======    =====
                                                                 
Billed Electric Energy                                           
 Sales (Millions of KWH):                                        
  Residential                        933       976      (43)     (4)
  Commercial                         724       683        41       6
  Industrial                         723       692        31       4
  Governmental                        78        77         1       1
                                   -----     -----       ---
    Total retail                   2,458     2,428        30       1
  Sales for resale:                                                 
    Associated companies             159        56       103     184
    Non-associated companies         140        76        64      84
                                   -----     -----       ---
    Total                          2,757     2,560       197       8
                                   =====     =====       ===

      Electric operating revenues increased in the first  quarter
of  1995  due  to increased sales for resale and other  revenues,
partially  offset  by lower retail revenues.   Sales  for  resale
increased primarily due to changes in generation availability and
requirements   among  the  System  operating  companies.    Other
revenues   increased  primarily  due  to  Grand  Gulf  over/under
recovery, which does not affect net income. Retail  revenues 
decreased primarily due to the  effects  of  the March 1994 rate 
reduction.

     The changes in electric operating revenue for the three
months ended March 31, 1995 are as follows:

                                                    Increase/
                      Description                  (Decrease)
                                                 (In Millions)
       Change in base rates                         $ (4.9)
       Grand Gulf rate rider                          (7.7)
       Fuel cost recovery                             (4.1)
       Sales volume/weather                            0.9
       Other revenue (including unbilled)             19.0
       Sales for resale                                2.7 
                                                    ------
       Total                                        $  5.9
                                                    ======
Expenses

      Operating  expenses increased primarily  due  to  increased
amortization  of  rate  deferrals  and  increased  income  taxes,
partially   offset  by  lower  other  operation  and  maintenance
expenses.

     Other operation and maintenance expenses decreased primarily
due  to  increased  maintenance incurred at various  plant  sites
during the first quarter of 1994.

     Income taxes increased in the first quarter of 1995 due to a
higher pre-tax income.

      The  amortization of rate deferrals increased in the  first
quarter  of  1995  reflecting the fact that MP&L,  based  on  the
Revised Plan, collected more Grand Gulf 1-related costs from  its
customers in the first quarter of 1995 than it recovered  in  the
same period in 1994.


NOPSI

Net Income

      Net  income  increased in the first  quarter  of  1995  due
primarily to a provision for rate reduction that was recorded  in
the  first quarter of 1994, partially offset by a permanent  rate
reduction that took effect on January 1, 1995.

      Significant factors affecting the results of operations and
causing variances between the first quarter of 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.

                                Three Months Ended  Increase/    
Description                       1995      1994    (Decrease)   %
                                            (In Millions)
Electric Operating Revenues:                                        
  Residential                    $ 21.8     $ 28.0   $ (6.2)    (22)
  Commercial                       32.5       39.0     (6.5)    (17)
  Industrial                        5.1        6.3     (1.2)    (19)
  Governmental                     10.7       13.9     (3.2)    (23)
                                 ------     ------   ------
    Total retail                   70.1       87.2    (17.1)    (20)
  Sales for resale:                                                    
    Associated ompanies             1.3        0.1      1.2       *
    Non-associated companies        1.9        1.3      0.6      46
  Other                             4.8       (9.7)    14.5     149
                                 ------     ------   ------
    Total                        $ 78.1     $ 78.9   $ (0.8)     (1)
                                 ======     ======   ======
                                                                    
Billed Electric Energy                                              
 Sales (Millions of KWH):                                           
  Residential                       352        367       (15)     (4)
  Commercial                        440        457       (17)     (4)
  Industrial                        123        119         4       3
  Governmental                      210        210         -       -
                                  -----      -----       ---
    Total retail                  1,125      1,153       (28)     (2)
  Sales for resale:                                                    
    Associated companies             66          2        64       *
    Non-associated companies         60         27        33     122
                                  -----      -----       ---
    Total                         1,251      1,182        69       6
                                  =====      =====       ===

   *  Increase greater than 200 percent.

      Electric operating revenues decreased in the first  quarter
due  primarily  to a decrease in retail base revenues  and  lower
fuel  adjustment revenues.  Retail base revenues decreased  as  a
result  of  the rate reduction in accordance with the 1994  NOPSI
Settlement  as well as lower sales of energy due to  warmer  than
normal winter weather. These decreases were partially offset by a
reserve  for revenue reduction recorded in the first  quarter  of
1994 and increased sales for resale to associated companies.

      The  changes  in electric operating revenue for  the  three
months ended March 31, 1995 are as follows:

                                                    Increase/
                      Description                  (Decrease)
                                                  (In Millions)
      Change in base rates                           $ (6.8)
      Fuel cost recovery                               (5.7)
      Sales volume/weather                             (1.5)
      Other revenue (including unbilled)               (2.9)
      1994 Provision for revenue reduction             14.3
      Sales for resale                                  1.8
                                                     ------
      Total                                          $ (0.8)
                                                     ======

For  the  first quarter of 1995, gas operating revenues decreased
due  primarily to decreased gas sales in the first quarter  as  a
result of a warmer winter than the prior year, the rate reduction
agreed to in the 1994 NOPSI  Settlement, and a lower unit puchase  
price  for  gas purchased for resale.

Expenses

      Fuel  for  electric  generation and  fuel-related  expenses
decreased  in  the  first  quarter of 1995  due  primarily  to  a
decrease  in gas purchased for resale. Gas purchased  for  resale
decreased  for  the  first  quarter  of  1995  due  primarily  to
decreased gas sales and a lower unit purchase price.

      Purchased power expenses decreased in the first quarter  of
1995  due  primarily to changes in generation requirements  among
the System operating companies and lower costs.

      Income  taxes  increased in the first quarter of  1995  due
primarily to higher pre-tax income.

      The  decrease in the amortization of rate deferrals in  the
first  quarter  of  1995 is primarily a result of  reduced  over-
recovery of Grand Gulf-1 related costs in 1995 compared to 1994.

SYSTEM ENERGY

Net Income

      Net  income  increased in the first  quarter  of  1995  due
primarily  to  increased  revenues and a  reduction  in  interest
expense,  partially  offset  by  an  increase  in  operation  and
maintenance expenses, depreciation, amortization and decommissioning
expense.

      Significant factors affecting the results of operations and
causing variances between the first quarter 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.   The  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 increased in the first quarter  of  1995
due  primarily to increased expenses in connection with  a  Grand
Gulf  1  refueling outage and higher depreciation,  amortization,
and  decommissioning expense offset by a lower return  on  System
Energy's  decreasing  investment  in  Grand  Gulf  1  (caused  by
depreciation of the unit).

Expenses
     
     Operation and maintenance expenses increased  in  the  first
quarter  of  1995 principally as a result of a  refueling  outage 
which began April 15, 1995.

      Depreciation,  amortization,  and  decommissioning  expense
increased  in  the  first quarter of 1995  due  primarily  to  an
increase of $2 million in amortization expense as a result of the
reclassification  of  $81  million of Grand  Gulf  costs  in  the
November 1994 FERC Settlement.

      Interest expense decreased in the first quarter of 1995 due
primarily  to  the retirement and refinancing of high-cost  long-
term debt.


<PAGE>
              SIGNIFICANT FACTORS AND KNOWN TRENDS
                                

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

Competition

       The  electric  utility  industry,  including  Entergy,  is
experiencing increased competitive pressures.  Entergy is seeking
to  become  a leading competitor in the changing electric  energy
business.   Competition  presents Entergy with  many  challenges.
The  following  have  been identified by  Entergy  as  its  major
competitive challenges.

Retail and Wholesale Rate Issues
     
      Increasing  competition in the utility industry  brings  an
increased  need to stabilize or reduce retail rates.  The  retail
regulatory  philosophy  is shifting in  some  jurisdictions  from
traditional    cost-of-service   regulation   to   incentive-rate
regulation.  Incentive and performance-based rate plans encourage
efficiencies  and  productivity while  permitting  utilities  and
their  customers  to share in the results.  MP&L  implemented  an
incentive-rate  plan  in 1994 and LP&L filed a  performance-based
formula  rate plan with the LPSC in August 1994 which is  pending
final approval from the LPSC.  GSU agreed to shared-savings plans
as   part  of  the  Merger.   Recognizing  that  many  industrial
customers  have  energy alternatives, Entergy continues  to  work
with  these customers to address their needs.  In certain  cases,
competitive prices are negotiated, using variable-rate designs.

      In  a  settlement  with the Council that  was  approved  on
December 29, 1994, NOPSI agreed to reduce electric and gas  rates
and issue credits and refunds to customers.  Effective January 1,
1995,  NOPSI  implemented a $31.8 million permanent reduction  in
electric base rates and a $3.1 million permanent reduction in gas
base  rates.  On  January 1, 1995, NOPSI also implemented  a  $10
million permanent reduction in electric base rates to reflect the
reduced  costs  related to Grand Gulf 1, to  be  followed  by  an
additional  $4.4  million rate reduction  on  October  31,  1995.
These  Grand  Gulf 1 rate reductions, which are  expected  to  be
largely offset by lower operating costs, may reduce NOPSI's after-
tax  net  income by approximately $1.4 million per year beginning
November 1, 1995.  For additional information, see pages 73,  79,
97, 285, 290, and 295 of the Form 10-K.

      LP&L's  five-year rate freeze expired in  March  1994.   In
August  1994,  LP&L filed a performance-based formula  rate  plan
with  the  LPSC.   The proposed formula rate plan would  continue
existing  LP&L rates at current levels, while providing financial
incentive  to reduce costs and maintain high levels  of  customer
satisfaction and system reliability.  Hearings were held  on  the
LP&L  proposed performance-based formula rate plan in March 1995.
On  April  20,  1995 the LPSC Staff recommended a  $49.4  million
reduction   in  base  rates.   This  recommended  rate  reduction
included  $8.5 million of rates previously reduced  through  fuel
clause  reductions; therefore, the net effect of the  recommended
reduction  is  $40.9  million.  The LPSC  Staff  recommended  the
approval  of LP&L's proposed formula rate plan with the following
modifications. An earnings band would be established from a 10.4%
to  a 12% return on equity.   If LP&L's earnings fall within  the
bandwidth,  no  adjustment in rates occurs.  If  LP&L's  earnings
are  above  the  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 the 10.4%  return  on
equity, customers  pay 60% of the difference between the realized
return   on  equity  and  the  10.4%  through  prospective   rate
increases.  The  LPSC  Staff's  recommendation  also  included  a
reduction  in  LP&L's authorized rate of return  from  12.76%  to
11.2%.   The LPSC is expected to issue a final order in late  May
1995.

      In  connection with the Merger, AP&L and MP&L  agreed  with
their  respective  retail regulators not to request  any  general
retail  rate  increases  that would take effect  before  November
1998, with certain exceptions.  MP&L also agreed that during this
period retail base rates under its formula rate plan would not be
increased above the level of rates in effect on November 1, 1993.
GSU  agreed  with  the  LPSC and PUCT to  a  five-year  Rate  Cap
(beginning January 1, 1994) on retail electric rates, and to pass
through  to  retail  customers the fuel  savings  and  a  certain
percentage  of the nonfuel savings created by the Merger.   Under
the  terms  of their respective Merger agreements, the  LPSC  and
PUCT  have reviewed GSU's base rates during the first post-Merger
earnings analysis.  The LPSC ordered a $12.7 million annual  rate
reduction  effective January 1, 1995.  GSU received an injunction
delaying implementation of $8.3 million of the reduction  and  on
January 1, 1995, reduced rates by $4.4 million.  The entire $12.7
million is being appealed.  On March 20, 1995, 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  is
applied  retroactively to March 31, 1994.  The rate reduction  is
being appealed, and no assurance can be given as to the timing or
outcome of the appeal.  See Note 2 for further information.

      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, is also evolving.  Over a dozen states
have  been  or  are  studying the concept of retail  competition.

      In  April 1994, the state of Michigan initiated a five-year
experiment  that  would  allow limited competition  among  public
utilities.  The experiment is currently being challenged  in  the
courts.    In  April  1994,  the  California   Public   Utilities
Commission  (CPUC) proposed to deregulate that  state's  electric
power industry, starting on January 1, 1996, to allow the largest
industrial  customers  to  select the lowest  cost  supplier  for
electricity  service.   Under the proposal,  by  the  year  2002,
smaller  companies and residential customers in California  would
also  be  able  to  buy power from any suppliers.   The  CPUC  is
currently  reviewing   its  proposal.    The  retail  market  for  
electricity is expected to  become  more  competitive  with  such
moves  toward  deregulation and with greater  focus  on  customer
choice.

    On April 21, 1995, a  newly incorporated entity, Crescent City
Utilities, Inc., submitted 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.  On April
27, 1995, the Council issued a  statement  noting that the Council
had played no role in the  development  of the resolution, that it
had not received the document formally  and  that  no hearings are 
scheduled to  address  its  merits.   However, the  Council  later 
stated its intention  to schedule  public  hearings  to   consider 
competition in the  electric utility service industries and retail
electric industry.

      In some areas of the country, municipalities (or comparable
entities)  whose residents are served at retail by  an  investor-
owned   utility  pursuant  to  a  franchise  are  exploring   the
possibility  of establishing new distribution systems in order to
serve  retail  customers, especially large industrial  customers,
that  currently  receive service from an investor-owned  utility.
These  options  depend on the terms of a utility's  franchise  as
well  as  on  state  law  and regulation.   In  addition,  FERC's
authority  to order utilities to transmit for a new or  expanding
municipal   system  is  limited  in  certain   respects.    Where
successful, however, the establishment of a municipal  system  or
the  acquisition  by a municipal system of a utility's  customers
could  result in the inability to recover costs that the  utility
has incurred in serving those customers.

      In  mid-1994,  FERC issued a notice of proposed  rulemaking
concerning  a regulatory framework for dealing with  recovery  of
stranded costs, such as high-cost nuclear generating units, which
may  be  incurred by electric utilities as a result of  increased
competition.   In  addition to addressing  recovery  of  stranded
costs  related  to  wholesale  service,  the  proposal  requested
comment  as  to recovery of retail stranded costs in transmission
rates  where  state regulatory authorities failed to address  the
issue  or  were  in conflict. On March 29, 1995,  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 which would also provide guidance on the  recovery
of wholesale and retail  stranded  costs.   Under  the  proposal,
public  utilities would be required to file transmission  tariffs
for both point-to-point and network services.  Model transmission
tariffs  were included in the proposal.  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 will  be
filed  in  August 1995, with reply comments in October 1995.  The
risk  of  exposure  to  stranded  costs  which  may  result  from
competition in the industry will depend on the extent and  timing
of  retail  competition, the resolution of jurisdictional  issues
concerning  stranded cost recovery, and the extent to which  such
costs  are recovered from departing or remaining customers, among
other matters.

      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 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.
Substantially all of such pricing agreements expire no later than
1997.   In  the  first  quarter  of  1995,  KWH  sales  to  GSU's
industrial  customers  at non-full cost of service  rates,  which
make  up  approximately  25%  of GSU's  total  industrial  class,
decreased  2%.   Sales to the remaining GSU industrial  customers
increased 4%.

      In March 1995, LP&L received notice from a large industrial
customer  that  the  customer has decided  to  proceed  with  its
proposed  cogeneration project for the purpose of fulfilling  its
future  electric  energy needs.  The customer  will  continue  to
purchase   its   energy  requirements  until   its   cogeneration
facilities are completed, which is expected to be sometime  after
1999.  During 1994, this customer represented approximately 8% of
total  LP&L  industrial sales, and provided $19 million  of  base
revenue.

      In  the  wholesale rate area, FERC approved in  1992,  with
certain  modifications, the proposal of AP&L, LP&L, MP&L,  NOPSI,
and  Entergy Power to sell wholesale power at market-based  rates
and  to  provide  to  electric utilities  "open  access"  to  the
System's  transmission system (subject to certain  requirements).
GSU  was  later added to this filing.  On October  31,  1994,  as
amended  on  January 25, 1995, Entergy Services filed  with  FERC
revised  transmission  tariffs  intended  to  provide  access  to
transmission service on the same or comparable bases, terms,  and
conditions as the System operating companies, and the  matter  is
pending.  Open access and market pricing, once they take  effect,
will  increase marketing opportunities for the System,  but  will
also  expose  the System to the risk of loss of load  or  reduced
revenues due to competition with alternative suppliers.

      In  light  of the rate issues discussed above,  Entergy  is
aggressively reducing costs to avoid potential earnings  erosions
that  might result as well as to compete successfully by becoming
a  low-cost producer.  In 1994, Entergy announced a restructuring
program  related to certain of its operating units.  This program
is  designed to reduce costs and  improve operating efficiencies.
See pages 117, 155, 201, 238, and 306 of the Form 10-K and Note 7
for  further  information.  Also, in response to an  increasingly
competitive  environment,  AP&L,  LP&L,  MP&L,  and  NOPSI   have
announced intentions to revise their initial least-cost  planning
activities,  and GSU is continuing to work with the  Council  and
PUCT regarding integrated resource planning.
                  
                  The Energy Policy Act of 1992
                                
      The  Energy  Policy Act of 1992 (EP Act) addresses  a  wide
range  of energy issues and is altering the way Entergy  and  the
rest  of  the  electric utility industry  operate.   The  EP  Act
encourages  competition and affords utilities  the  opportunities
and the risks associated with an open and more competitive market
environment.  The EP Act creates exemptions from regulation under
the  Public Utility Holding Company Act of 1935 (Holding  Company
Act)   and   creates  a  class  of  exempt  wholesale  generators
consisting of utility affiliates and nonutilities that are owners
and  operators of facilities for the generation and  transmission
of  power for sales at wholesale.  The EP Act also gives FERC the
authority to order investor-owned utilities, including the System
operating  companies,  to transmit power and  energy  to  or  for
wholesale purchasers and sellers.   The law creates the potential
for   electric  utilities  and  other  power  producers  to  gain
increased access to the transmission systems of other entities to
facilitate wholesale sales.  Both the System operating  companies
and Entergy Power expect to compete in this market.  In addition,
the   EP   Act  allows  utilities  to  own  and  operate  foreign
generation,  transmission,  and  distribution  facilities.    See
"Nonregulated Investments" below for further information.

           Public Utility Holding Company Act of 1935

      Entergy  Corporation, along with 10 other electric  utility
holding  companies, recently asked Congress to repeal the Holding
Company Act.  The Holding Company Act requires oversight  by  the
SEC  of many business practices and activities of utility holding
companies  and their subsidiaries including, among other  things,
nonutility  activities.  Entergy Corporation  believes  that  the
Holding  Company  Act  inhibits its ability  to  compete  in  the
evolving electric energy marketplace, and largely duplicates  the
oversight  activities already performed by  FERC  and  state  and
local public service commissions.

Litigation and Regulatory Proceedings

      See Note 1 for information on the bankruptcy proceedings of
Cajun  and  litigation  with Cajun concerning  Cajun's  ownership
interest in River Bend and the related possible material  adverse
effects on GSU's financial condition.

      See Note 2 for information on the possible material adverse
effects  on  GSU's financial condition and results of  operations
due  to $467 million of potential net of tax write-offs, and $156
million  in  refunds  of  previously  collected  revenue.   These
possible   write-offs  and  refunds  are   in   connection   with
outstanding  appeals and remands regarding the River  Bend  plant
and rate deferrals.

Entergy Corporation and GSU

      The  acquisition  of  GSU by Entergy  Corporation  was  the
largest electric utility merger in United States history. Entergy
expects  to  achieve $850 million in fuel cost savings  and  $670
million  in  operation and maintenance expense  savings  over  10
years  as  a  result of the Merger.  Although common shareholders
experienced some dilution in earnings as a result of the  Merger,
Entergy believes that the Merger will ultimately be beneficial to
common  shareholders in terms of strategic benefits  as  well  as
economies  and  efficiencies produced.  For further  information,
see pages 117-118 and 201 of the Form 10-K.

Nonregulated Investments

      As discussed on pages 3 and 4 of  the  Form  10-K,  Entergy 
Corporation  continues  to consider opportunities  to expand  its 
utility and  utility-related  businesses that  are  not regulated 
by  state   and   local   regulatory   authorities  (nonregulated 
businesses).   Entergy Corporation's investment  strategy  is  to
invest  in  nonregulated  business opportunities  that  have  the
potential  to  earn a greater rate of return than  its  regulated
utility  operations, and  Entergy Corporation may  invest  up  to
approximately $150 million per year for the next several years in
nonregulated businesses.  On March 31, 1995, Entergy Corporation,
through its subsidiary, Entergy Power Development Company (EPDC),
entered   into   an   agreement  with  Enron  Power   Development
Corporation, a subsidiary of Enron Corporation, to acquire a  20%
interest  in  the Dabhol Power Project (Project) located  in  the
State  of  Maharashtra, India.  The Project  is  a  695  megawatt
combined  cycle facility which will burn distillate as its  fuel.
Entergy   made   an  initial  investment  in   the   Project   of
approximately $20.5 million.  The total Project is  estimated  to
cost  approximately $920 million.  The Project is fully  financed
and  under construction with commercial operation expected by the
end of 1997.  At the time of commercial operations EPDC will have
invested  approximately $90 million in the Project.  In  addition
to its investment EPDC has committed to cover its  pro rata share
of  cost  overruns up to approximately $30 million, if  they  are
incurred. 

     As discussed on page 3 of the Form 10-K, Entergy Corporation
requested  authorization  from  the  SEC  to  convert  the   debt
obligation  of  Entergy Power into equity.   On April  18,  1995,
Entergy  Corporation  received  authorization  from  the  SEC  to
consummate this transaction.

      In  the  first  three months of 1995, Entergy Corporation's
nonregulated  investments  reduced  consolidated  net  income  by
approximately  $11.4  million.  As of  March  31,  1995,  Entergy
Corporation's  investment  in  nonregulated  businesses   totaled
$446.6 million.  In the near term, these investments are unlikely
to  have  a positive effect on earnings; but management  believes
that these investments will contribute to future earnings growth.

ANO Matters

      ANO  2  experienced a forced outage for repair  of  certain
steam  generator  tubes in March 1992.  Further  inspections  and
repairs  were  conducted  at subsequent refueling  and  mid-cycle
outages  in  September 1992, May 1993,  April 1994,  and  January
1995.  AP&L's budgeted maintenance expenditures were adequate  to
cover  the cost of such repairs.  Beginning in January 1995,  ANO
2's output has been reduced 15 megawatts or 1.6% due to secondary
side   fouling,   tube   plugging,  and  reduction   of   primary
temperature.  Entergy Operations continues to take steps at ANO 2
to  reduce  the  number and severity of future tube  cracks.   In
addition,  Entergy Operations continues to meet with the  NRC  to
discuss  such  steps and results of inspections of the  generator
tubes,  as  well as the timing of future inspections.  Additional
inspections are planned for the normal refueling outage scheduled
for October 1995.

Deregulated Portion of River Bend

      As  of  March 31, 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  three months ended March 31, 1995,  GSU  recorded
revenues  resulting  from  the  sale  of  electricity  from   the
deregulated  asset  plan  of approximately  $7.9  million  which,
absent  the deregulated asset plan, would not have been realized.
Operation   and  maintenance  expenses,  including   fuel,   were
approximately  $8.3 million, and depreciation expense  associated
with the deregulated asset plan investment was approximately $4.6
million for the three months ended March 31, 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.  Based on current estimates of  the  factors
discussed  above, GSU anticipates that future revenues  from  the
deregulated asset plan will fully recover all related costs.

Property Tax Exemptions

      Exemptions  from  the payment of Louisiana  local  property
taxes  on  Waterford 3 and River Bend, which have been in  effect
for 10 years for each of the plants, will expire in December 1995
and  December 1996, respectively.  LP&L and GSU are working  with
taxing  authorities to determine the method for  calculating  the
amount  of  the  property taxes to be paid  when  the  exemptions
expire.   LP&L  believes  that assessed property  taxes  will  be
recovered  from its customers through rates.  GSU  believes  that
assessed  property  taxes allocated to its  retail  jurisdictions
will be recovered from those customers through rates.

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 cleanup of certain  hazardous  waste
disposal  sites.  GSU is currently negotiating with the  EPA  and
state  authorities regarding the cleanup of some of these  sites.
Several class action and other suits have been filed in state and
federal  courts  seeking relief from GSU and others  for  damages
caused  by  the  disposal of hazardous waste  and  for  asbestos-
related  disease  allegedly  resulting  from  exposure   on   GSU
premises.  While the amounts at issue in the cleanup efforts  and
suits  may  be  substantial, GSU believes  that  its  results  of
operations   and  financial  condition  will  not  be  materially
affected by the outcome of the suits. Through March 31, 1995, GSU
has  expended  $7.5 million cumulatively on the  cleanup.  As  of
March  31, 1995, GSU has a remaining recorded liability of  $20.7
million related to the cleanup of six sites at which GSU has been
designated a potentially responsible party.   See pages 35-36, 39-
40, and 196-197 of the Form 10-K for additional discussion of the
sites  in  which  GSU  has  been  designated  as  a   potentially 
responsible party by the EPA.

      During  1993,  the  Louisiana Department  of  Environmental
Quality  issued  new rules for solid waste regulation,  including
waste  water impoundments.   LP&L has determined that certain  of
its  power plant waste water impoundments are affected  by  these
regulations and has chosen to either upgrade or close them.  As a
result,  LP&L had a remaining recorded liability in the amount of
$14.2  million  at March 31, 1995, for waste water  upgrades  and
closures  to  be  completed  by  1996.   Cumulative  expenditures
relating to the upgrades and closures of waste water impoundments
are  $1.3 million as of March 31, 1995.  See pages 37 and 233  of
the  Form  10-K for additional discussions of LP&L's waste  water
impoundment upgrades and closures.

Accounting Issues

      New  Accounting  Standard - In March  1995,  the  Financial
Accounting   Standards  Board  (FASB)  issued   SFAS   No.   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
EP  Act  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 either 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 March 31, 1995, and for the foreseeable future,  the
System's financial statements continue to follow SFAS 71,  except
for  certain portions of GSU's business (see page 88 of the  Form
10-K for additional information).

   Accounting for Decommissioning Costs -    The staff of the SEC
has   questioned   certain   of  the  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
currently  reviewing  the  accounting  for  decommissioning.   If
current  electric utility industry accounting practices for  such
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 the external
decommissioning  trusts could be reported  as  investment  income
rather than as a reduction to decommissioning expense.


<PAGE>              

              ENTERGY CORPORATION AND SUBSIDIARIES
                   PART II. OTHER INFORMATION
                                
                                
                                
Item 1.  Legal Proceedings

System Agreement

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

      See  page  16 of the Form 10-K for a discussion related  to
FERC's  proceeding  to  consider  whether  the  System  Agreement
permits certain out-of-service generating units to be included in
reserve equalization calculations under Service Schedule MSS-1 of
that  agreement.  On March 3, 1995, a FERC ALJ issued an  opinion
holding  that the practice whereby the System operating companies
included  the  out-of-service units in the  reserve  equalization
calculations  during  the  period  1987  through  1993  was   not
permitted by Service Schedule MSS-1 and, therefore, constituted a
violation  of the System Agreement.  However, the ALJ found  that
the  violation was in good faith and had benefited the  customers
of the  System  as  a  whole.   Accordingly,  the  ALJ determined  
that  no retroactive refunds by  any  of  the   System  operating  
companies should be ordered.  The ALJ also held  that the  System  
Agreement  should be amended to allow  out-of-service units to be 
included  in  reserve  equalization, as proposed by  the Offer of 
Settlement filed on February 16, 1994.

      The  ALJ's order is subject to review by the FERC.  If  the
FERC  concurs  with  the finding that the  System  Agreement  was
violated, it would have the discretion, notwithstanding the ALJ's
recommendation, to order that refunds be made.  If that  were  to
occur,  certain System operating companies might be  required  to
refund  some  or all of the amount by which they were underbilled
pursuant to the System Agreement as a result of the inclusion  of
the  out-of-service  units in the reserve  equalization  formula.
The  System  operating companies cannot determine  at  this  time
whether they would be authorized to recover through retail  rates
any  amounts associated with refunds that might be ordered by the
FERC  in  this  proceeding.  Briefs on exceptions  to  the  ALJ's
initial decision were filed on April 3, 1995 by Entergy Services,
the LPSC, the MPSC,  the Mississippi Attorney General, FERC staff
and  other  parties.  Briefs opposing exceptions were   filed  on
April 24, 1995.

      See  page  16-17 of the Form 10-K for a discussion  of  the
LPSC's  complaint  filed  with  FERC  alleging  that  the  System
Agreement results in unjust and unreasonable rates. On April  24,
1995, Entergy filed a response to the LPSC's complaint.

Open Access Transmission

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

      See  page  17 of the Form 10-K for a discussion of  various
petitions  filed with D.C. Circuit related to FERC's 1992  orders
regarding  open  access transmission and the  sale  of  wholesale
power  at  market-based rates.  On March 29, 1995, FERC issued  a
supplemental  notice of proposed rulemaking which  would  require
public   utilities  to  provide  non-discriminatory  open  access
transmission service to wholesale customers, and which would also
provide guidance on the recovery of wholesale and retail stranded
costs.    Under   the   proposal,   public   utilities  would  be
required to file transmission tariffs for both point-to-point and
network  services.  Model transmission tariffs were  included  in
the  proposal.   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 will be filed in  August  1995,
with reply comments in October 1995.


Merger-Related Proceedings

Entergy Corporation and GSU

     See page 31 of the Form 10-K 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 NRC issued license amendments for River  Bend.   A
hearing in the proceeding before the ASLB was scheduled to  begin
May 9, 1995.  On April 11, 1995, on motion of all the parties  to
the  proceeding,  the ASLB issued an Order revising  the  hearing
schedule.  Pursuant to this new Order, the hearing will begin  no
earlier than 81 days after the ASLB's ruling on GSU's Motion  for
Summary Disposition, which is still pending.  See pages 38-39  of  
the  Form 10-K  for  information  regarding  other merger-related 
suits.

Cajun-Transmission Service

Entergy Corporation and GSU

      See  Note 1 and also pages 108 and 193-194 of the Form 10-K
for  a  discussion of FERC proceedings relating to GSU and  Cajun
transmission  service charge disputes.  In April  1995,  the  ALJ
issued  a  ruling in the remanded portion of the proceeding,  and
the FERC is expected to issue an order in July 1995.

Flowage Easements Suits

AP&L and Entergy Services

      See  page 39 of the Form 10-K for a discussion of  lawsuits
filed against AP&L and Entergy Services by numerous plaintiffs in
connection  with  the operation of two dams during  a  period  of
heavy  rainfall and flooding in May 1990.  On March 9, 1995,  the
Arkansas  District Court granted a petition to reopen proceedings
relating to plaintiff claims for which the flowage easements  did
not  apply.   Such  claims  had been  stayed  previously  by  the
Arkansas District Court.  This matter is pending.

Panda Energy Corporation Complaint

    Entergy has received notification of the filing of an amended
complaint  by  Panda  Energy  Corporation (Panda) against Entergy 
Enterprises, Inc., Entergy Power, Inc., Entergy Power Asia, Ltd., 
and Entergy Power Development  Corporation in the Dallas District
Court.  The amended complaint  alleges tortious interference with 
contractual relations, conspiracy,  misappropriation of corporate
opportunity, unfair competition and fraud, and constructive trust
issues.  Panda seeks damages of  approximately  $4.8  billion, of
which $3.6 billion  is  claimed  in  punitive  damages.   Entergy 
believes  that  this  lawsuit  is   without   merit;  however, no
assurance can be given as to the timing or outcome of this matter.


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

Amendment of Company Bylaws

MP&L

      On  April  5, 1995, Entergy Corporation, the owner  of  all
issued  and  outstanding  shares of the  common  stock  of  MP&L,
adopted  a resolution to amend the second sentence of Section  11
of  the bylaws of MP&L as follows:  "The Vice Chairman and  Chief
Operating  Officer of the Company shall also be a member  of  the
Executive   Committee."   In  addition  the  adopted   resolution
resolved  that  Edwin Lupberger, Jerry L. Maulden  and  Jerry  D.
Jackson  shall continue as the members of the Executive Committee
of MP&L until the next Annual Meeting of Shareholders of MP&L.


Item 5.  Other Information


PUCT Fuel Cost Review

GSU

      See  Note 2 and also pages 22, 96 and 184 of the Form  10-K
for  a  discussion  of  the PUCT's approval of  GSU's  settlement
agreement of over- and under-recovery of fuel and purchased power
expenses  for  the  period October 1, 1991 through  December  31,
1993.  On April 17, 1995, the PUCT issued a final order approving
the settlement.

Performance-Based Formula Rate Plan

Entergy Corporation and LP&L

     See Note 2 and pages 24-25, 95 and 224 of the Form 10-K, for
a discussion of LP&L's performance-based formula rate plan filing
with   the   LPSC.  Hearings  were  held  on  the  LP&L  proposed
performance-based formula rate plan in March 1995.  On April  20,
1995 the LPSC Staff recommended a $49.4 million reduction in base
rates.  This recommended rate reduction included $8.5 million  of
rates   previously   reduced  through  fuel  clause   reductions;
therefore, the net effect of the recommended reduction   is $40.9
million.   The  LPSC  Staff recommended the  approval  of  LP&L's
proposed  formula rate plan with the following modifications.  An
earnings  band would be established from a 10.4% to a 12%  return
on  equity.    If  LP&L's earnings fall within the bandwidth,  no
adjustment  in rates occurs.  If  LP&L's earnings are  above  the
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 the 10.4% return on equity, customers  pay 60% of  the
difference  between the realized return on equity and  the  10.4%
through    prospective   rate   increases.   The   LPSC   Staff's
recommendation  also  included a reduction in  LP&L's  authorized
rate  of  return from 12.76% to 11.2%.  The LPSC is  expected  to
issue a final order in late May 1995.

February 1994 Ice Storm/Rate Rider

Entergy Corporation and MP&L

     See Note 2 and also pages 26, 95, 262 of the Form 10-K for a
discussion of MP&L's rate recovery of the February 1994 ice storm
damages.   On  April 28, 1995, MP&L filed for a rate increase  of
$2.9  million  to  be in effect for a four-year period  beginning
September  28,  1995, to recover costs related to the  ice  storm
that were recorded after April 30, 1994.  At the end of the four-
year period, undepreciated ice storm capital costs recorded after
April  30,  1994, will be treated consistently with undepreciated
ice  storm  costs included under the September 1994  stipulation.
MP&L's  filing requested recovery of capital costs  and  deferred
operating   and  maintenance  expenses  of  approximately   $14.2
million and $1 million, respectively.  No assurance can be  given
as to the outcome of the filing.

Nonregulated Investments

Entergy Corporation

      As  discussed  on  page 3 and 4 of the Form  10-K,  Entergy
Corporation  continues to consider opportunities  to  expand  its
business,  including opportunities in overseas power development.
On  March  31, 1995, Entergy Corporation, through its subsidiary,
Entergy  Power  Development  Company  (EPDC),  entered  into   an
agreement   with  Enron  Power  Development  Corp.   (Enron),   a
subsidiary of Enron Corporation, to acquire a 20% interest in the
Dabhol   Power  Project  (Project)  located  in  the   State   of
Maharashtra, India. The Project is a 695 megawatt combined  cycle
facility  which  will  burn  distillate  as  its  fuel.   Entergy
Corporation  made  an  initial  investment  in  the  Project   of
approximately $20.5 million.  The total Project is  estimated  to
cost  approximately $920 million.  The Project is fully  financed
and  under construction with commercial operation expected by the
end of 1997.  At the time of commercial operations EPDC will have
invested  approximately $90 million in the Project.  In  addition
to its investment EPDC has committed to cover its  pro rata share
of  cost  overruns up to approximately $30 million, if  they  are
incurred.   See Note 1 for a discussion of EPDC's agreement  with
Enron to acquire a 20% interest in the Project.

     As discussed on page 3 of the Form 10-K, Entergy Corporation
requested  authorization  from  the  SEC  to  convert  the   debt
obligation  of  Entergy Power into equity.   On April  18,  1995,
Entergy  Corporation  received  authorization  from  the  SEC  to
consummate this transaction.

Labor Contract Negotiations

AP&L, GSU, and MP&L

      On  June  24,  1995,  GSU's labor union  contract  expires.
Negotiations for a new  GSU labor union contract began  on  April
24,  1995.  The River Bend  labor union employees' contract  will
be  renegotiated separately in the near future.   AP&L and MP&L's
labor union contracts expire on October 1, 1995, and October  15,
1995,  respectively.   Although no contract negotiations  are  in
process at present for AP&L and MP&L, renegotiations are expected
in the near future.

Common Stock Price Range and Dividends

Entergy Corporation

      The shares of Entergy Corporation's common stock are listed
on  the New York, Chicago, and Pacific Stock Exchanges.  The high
and  low  sales prices of Entergy Corporation's common stock  for
the first quarter of 1995, as reported by The Wall Street Journal
as  composite transactions, were $24.75 and $20.00, respectively,
per share.

      For  the  twelve  months  ended  March  31,  1995,  Entergy
Corporation paid common stock dividends in an aggregate amount of
$1.80  per  share.   As of March 31, 1995, the consolidated  book
value of a share of Entergy Corporation's common stock was $27.27
and  the last reported sale price of Entergy Corporation's common
stock on March 31, 1995, was $20 7/8 per share.

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:

                                 Twelve Months Ended                
                                     December 31,                  March 31,
                     1990      1991      1992   1993      1994       1995
 Ratios of                                                          
 Earnings to Fixed
 Charges (a)
                                                                    
 AP&L                2.16      2.25      2.28   3.11(f)   2.32      2.18
 GSU                  .80(g)   1.56      1.72   1.54       .36(g)    .32(g)
                                                          
 LP&L                2.32      2.40      2.79   3.06      2.91      2.89
 MP&L                2.42      2.36      2.37   3.79(f)   2.12      2.22
 NOPSI               2.73      5.66(e)   2.66   4.68(f)   1.91      2.23
 System Energy       2.10      1.74      2.04   1.87      1.23      1.47


                                 Twelve Months Ended                
                                     December 31,                  March 31,
                       1990    1991      1992     1993     1994      1995
 Ratios of Earnings                                                
 to Combined Fixed
 Charges and
 Preferred Dividends
 (a)(b)(c)
                                                                   
 AP&L                 1.81     1.87      1.86    2.54(f)   1.97      1.86
                                               
 GSU (d)               .59(g)  1.19      1.37    1.21       .29(g)    .26(g)
                                                   
 LP&L                 1.87     1.95      2.18    2.39      2.43      2.42
 MP&L                 1.93     1.94      1.97    3.08(f)   1.81      1.91
                                               
 NOPSI                2.36     4.97(e)   2.36    4.12(f)   1.73      2.02
                                            
(a)  "Earnings," as defined by SEC Regulation S-K, represent  the
     aggregate of (1) net income, (2) taxes based on income,  (3)
     investment  tax  credit adjustments -  net,  and  (4)  fixed
     charges.    "Fixed   Charges"  include   interest   (whether
     expensed   or   capitalized),  related   amortization,   and
     interest   applicable  to  rentals  charged   to   operating
     expenses.
     
(b)  "Preferred  Dividends," as defined by  SEC  Regulation  S-K,
     are  computed by dividing the preferred dividend requirement
     by  one  hundred  percent (100%) minus the effective  income
     tax rate.
     
(c)  System   Energy's   Amended   and   Restated   Articles   of
     Incorporation do not currently provide for the  issuance  of
     preferred stock.
     
(d)  "Preferred  Dividends"  in  the case  of  GSU  also  include
     dividends on preference stock.
  
(e)  Earnings  for the year ended December 31, 1991  include  the
     $90 million effect of the 1991 NOPSI Settlement.
     
(f)  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.
     
(g)  Earnings  for  the years 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  combined fixed  charges  and  preferred
     dividends   by   $197.1   million   and   $165.1    million,
     respectively.   Earnings for the twelve months  ended  March
     31,  1995  for GSU were not adequate to cover fixed  charges
     by  $151.5  million.  Earnings for the twelve  months  ended
     March  31, 1995 for GSU were not adequate to cover  combined
     fixed charges and preferred dividends by $201.8 million.


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

**  4(a) -    Tenth Supplemental Indenture, dated as of April  1,
              1995,  to MP&L's Mortgage and Deed of Trust  (filed
              as  Exhibit  A-2(l)  to Rule 24  Certificate  dated
              April 21, 1995 in File No. 70-7914).
              
**  4(b) -    Fifth Supplemental Indenture, dated as of April  1,
              1995,  to NOPSI's Mortgage and Deed of Trust (filed
              as  Exhibit 4(a) to Form 8-K dated April  26,  1995
              in File No. 0-5807).
              
    23(a) -   Consent of Friday, Eldredge & Clark.
              
    23(b) -   Consent   of   Monroe  &  Lemann  (A   Professional
              Corporation).
              
    23(c) -   Consent   of   Wise   Carter   Child   &   Caraway,
              Professional Association.
              
    23(d) -   Consent  of Clark, Thomas & Winters (A Professional
              Corporation).
              
    23(e) -   Consent of Sandlin Associates.
              
    27(a) -   Financial  Data  Schedule for  Entergy  Corporation
              and Subsidiaries as of March 31, 1995.
              
    27(b) -   Financial  Data Schedule for AP&L as of  March  31,
              1995.
              
    27(c) -   Financial  Data Schedule for GSU as  of  March  31,
              1995.
              
    27(d) -   Financial  Data Schedule for LP&L as of  March  31,
              1995.
              
    27(e) -   Financial  Data Schedule for MP&L as of  March  31,
              1995.
              
    27(f) -   Financial  Data Schedule for NOPSI as of March  31,
              1995.
              
    27(g) -   Financial  Data Schedule for System  Energy  as  of
              March 31, 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) -   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(i) -   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(j) -   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  March
     31,  1995, which list, prepared in accordance with Item 102
     of  Regulation  S-T  of the SEC, immediately  precedes  the
     exhibits  being filed with Form 10-Q for the quarter  ended
     March 31, 1995.
           
**   Incorporated herein by reference as indicated.
           
     (b)   Reports on Form 8-K
           
     NOPSI
          
           A  current report on Form 8-K, dated April 20,  1995,
           was  filed  with the SEC on April 26, 1995, reporting
           information under Item 5. "Other Events."


<PAGE>

                             EXPERTS


      All  statements in Part II of this Quarterly Report on Form
10-Q  as  to matters of law and legal conclusions, based  on  the
belief  or opinion of AP&L, LP&L, MP&L, NOPSI, and System  Energy
or  otherwise, pertaining to the titles to properties, franchises
and  other operating rights of certain of the registrants  filing
this  Quarterly Report on Form 10-Q, and their subsidiaries,  the
regulations  to which they are subject and any legal  proceedings
to  which  they are parties are made on the authority of  Friday,
Eldredge  &  Clark,  2000  First Commercial  Building,  400  West
Capitol,  Little Rock, Arkansas, as to AP&L; Monroe &  Lemann  (A
Professional  Corporation), 201 St. Charles Avenue,  Suite  3300,
New  Orleans,  Louisiana, as to LP&L and NOPSI; and  Wise  Carter
Child  &  Caraway,  Professional Association, Heritage  Building,
Jackson, Mississippi, as to MP&L and System Energy.

      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/ Lee W. Randall
                                  Lee W. Randall
                               Vice President and
                           Chief Accounting Officer
                     (For each Registrant and for each as
                           Principal Accounting Officer)



Date:  May 11, 1995




                                             Exhibit 23(a)


            [Letterhead of Friday, Eldredge & Clark]
                                
                                
                           May 9, 1995


Entergy Corporation
225 Baronne Street
New Orleans, Louisiana 70112

Gentlemen:

      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 ("AP&L"), Gulf States Utilities Company, 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 AP&L's Registration Statements (Form S-
3,  File  Nos.  33-36149,  33-48356 and  33-50289),  and  related
Prospectuses  pertaining to AP&L's First  Mortgage  Bonds  and/or
Preferred Stock and First Mortgage Bonds, respectively.


                                        Very truly yours,

                                        /s/ Friday, Eldredge & Clark

                                        FRIDAY, ELDREDGE & CLARK



                                             Exhibit 23(b)


                 [Letterhead of Monroe & Lemann]
                                
                                
                           May 9, 1995
                                

Entergy Corporation
225 Baronne Street
New Orleans, Louisiana 70112

Gentlemen:

      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, Louisiana Power  &
Light  Company ("LP&L"), Mississippi Power & Light  Company,  New
Orleans   Public  Service  Inc.  ("NOPSI")  and   System   Energy
Resources,  Inc.   We  further consent to  the  incorporation  by
reference  of such reference to our firm into LP&L's Registration
Statements  on Form S-3, and the related prospectuses (File  Nos.
33-50937,  33-46085  and  33-39221) pertaining  to  LP&L's  First
Mortgage Bonds and Preferred Stock, and into NOPSI's Registration
Statement on Form S-3, and the related prospectus (File  No.  33-
57926)  pertaining  to  NOPSI's General  and  Refunding  Mortgage
Bonds.


                                        Very truly yours,

                                        /s/ Monroe & Lemann

                                        MONROE & LEMANN



                                                    Exhibit 23(c)


           [Letterhead of Wise Carter Child & Caraway]


                           May 9, 1995
                                
                                
                                
                                
                                                                 
                                                                 
                                                                 
Entergy Corporation
225 Baronne Street
New Orleans, Louisiana  70112

Gentlemen:

      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, Louisiana Power  &
Light  Company, Mississippi Power & Light Company  ("MP&L"),  New
Orleans  Public  Service Inc., and System Energy Resources,  Inc.
("System  Energy").  We further consent to the  incorporation  by
reference  of  such  reference to our firm into  System  Energy's
Registration  Statement on Form S-3, and the  related  prospectus
(File  No. 33-47662) pertaining to System Energy's First Mortgage
Bonds,  and into MP&L's Registration Statements on Form S-3,  and
the  related prospectuses (File Nos. 33-53004, 33-55826  and  33-
50507) pertaining to MP&L's General and Refunding Mortgage  Bonds
and MP&L's Preferred Stock.

                         Very truly yours,
                         
                         WISE CARTER CHILD & CARAWAY,
                         Professional Association
                         
                         
                         
                         By:   /s/ Robert B. McGehee
                              Robert B. McGehee
                              


                                             Exhibit 23(d)




             [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
May 9, 1995



                                             Exhibit 23(e)


                             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
May 8, 1995




<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Corporation and Subsidiaries financial statements for the quarter ended
March 31, 1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000065984
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   15,838,326
<OTHER-PROPERTY-AND-INVEST>                    516,477
<TOTAL-CURRENT-ASSETS>                       2,088,488
<TOTAL-DEFERRED-CHARGES>                     3,945,624
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                              22,388,915
<COMMON>                                         2,300
<CAPITAL-SURPLUS-PAID-IN>                    4,199,780
<RETAINED-EARNINGS>                          2,076,824
<TOTAL-COMMON-STOCKHOLDERS-EQ>               6,211,526
                          283,198
                                    543,455
<LONG-TERM-DEBT-NET>                         7,035,128
<SHORT-TERM-NOTES>                             133,242
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  364,885
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    265,889
<LEASES-CURRENT>                               151,479
<OTHER-ITEMS-CAPITAL-AND-LIAB>               7,332,735
<TOT-CAPITALIZATION-AND-LIAB>               22,388,915
<GROSS-OPERATING-REVENUE>                    1,346,068
<INCOME-TAX-EXPENSE>                            35,137
<OTHER-OPERATING-EXPENSES>                   1,075,023
<TOTAL-OPERATING-EXPENSES>                   1,110,160
<OPERATING-INCOME-LOSS>                        235,908
<OTHER-INCOME-NET>                               7,691
<INCOME-BEFORE-INTEREST-EXPEN>                 243,599
<TOTAL-INTEREST-EXPENSE>                       187,274
<NET-INCOME>                                    76,175
                     19,850
<EARNINGS-AVAILABLE-FOR-COMM>                   56,325
<COMMON-STOCK-DIVIDENDS>                       101,969
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         275,581
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from AP&L's
financial statements for the quarter ended March 31, 1995 and is qualified 
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000007323
<NAME> ARKANSAS POWER & LIGHT COMPANY 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,863,295
<OTHER-PROPERTY-AND-INVEST>                    154,739
<TOTAL-CURRENT-ASSETS>                         529,195
<TOTAL-DEFERRED-CHARGES>                       718,568
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,265,797
<COMMON>                                           470
<CAPITAL-SURPLUS-PAID-IN>                      590,844
<RETAINED-EARNINGS>                            466,499
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,057,813
                           53,527
                                    176,350
<LONG-TERM-DEBT-NET>                         1,273,227
<SHORT-TERM-NOTES>                              34,667
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   53,175
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     87,304
<LEASES-CURRENT>                                56,213
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,473,521
<TOT-CAPITALIZATION-AND-LIAB>                4,265,797
<GROSS-OPERATING-REVENUE>                      339,596
<INCOME-TAX-EXPENSE>                            (2,469)
<OTHER-OPERATING-EXPENSES>                     311,035
<TOTAL-OPERATING-EXPENSES>                     308,566
<OPERATING-INCOME-LOSS>                         31,030
<OTHER-INCOME-NET>                              10,350
<INCOME-BEFORE-INTEREST-EXPEN>                  41,380
<TOTAL-INTEREST-EXPENSE>                        29,318
<NET-INCOME>                                    12,062
                      4,561
<EARNINGS-AVAILABLE-FOR-COMM>                    7,501
<COMMON-STOCK-DIVIDENDS>                        32,800
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         124,842
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from GSU's
financial statements for the quarter ended March 31, 1995 and is qualified 
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000044570
<NAME> GULF STATES UTILITIES COMPANY 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    4,680,763
<OTHER-PROPERTY-AND-INVEST>                     59,936
<TOTAL-CURRENT-ASSETS>                         673,434
<TOTAL-DEFERRED-CHARGES>                     1,446,258
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               6,860,391
<COMMON>                                       114,055
<CAPITAL-SURPLUS-PAID-IN>                    1,152,419
<RETAINED-EARNINGS>                            260,671
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,527,145
                           92,687
                                    136,444
<LONG-TERM-DEBT-NET>                         2,300,744
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   70,425
                            0
<CAPITAL-LEASE-OBLIGATIONS>                    114,765
<LEASES-CURRENT>                                36,733
<OTHER-ITEMS-CAPITAL-AND-LIAB>               2,581,448
<TOT-CAPITALIZATION-AND-LIAB>                6,860,391
<GROSS-OPERATING-REVENUE>                      399,346
<INCOME-TAX-EXPENSE>                              (162)
<OTHER-OPERATING-EXPENSES>                     352,137
<TOTAL-OPERATING-EXPENSES>                     351,975
<OPERATING-INCOME-LOSS>                         47,371
<OTHER-INCOME-NET>                               5,300
<INCOME-BEFORE-INTEREST-EXPEN>                  52,671
<TOTAL-INTEREST-EXPENSE>                        49,036
<NET-INCOME>                                     3,635
                      7,590
<EARNINGS-AVAILABLE-FOR-COMM>                   (3,955)
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         129,888
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from LP&L's
financial statements for the quarter ended March 31, 1995 and is qualified 
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000060527
<NAME> LOUISIANA POWER & LIGHT COMPANY  
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    3,526,697
<OTHER-PROPERTY-AND-INVEST>                     65,337
<TOTAL-CURRENT-ASSETS>                         298,556
<TOTAL-DEFERRED-CHARGES>                       486,084
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,376,674
<COMMON>                                     1,088,900
<CAPITAL-SURPLUS-PAID-IN>                       (5,029)
<RETAINED-EARNINGS>                             88,190
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,172,061
                          103,765
                                    160,500
<LONG-TERM-DEBT-NET>                         1,368,194
<SHORT-TERM-NOTES>                              19,200
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  110,320
                            0
<CAPITAL-LEASE-OBLIGATIONS>                      8,316
<LEASES-CURRENT>                                28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,406,318
<TOT-CAPITALIZATION-AND-LIAB>                4,376,674
<GROSS-OPERATING-REVENUE>                      352,996
<INCOME-TAX-EXPENSE>                            18,696 
<OTHER-OPERATING-EXPENSES>                     264,983
<TOTAL-OPERATING-EXPENSES>                     283,679
<OPERATING-INCOME-LOSS>                         69,317
<OTHER-INCOME-NET>                                 911
<INCOME-BEFORE-INTEREST-EXPEN>                  70,228
<TOTAL-INTEREST-EXPENSE>                        34,166
<NET-INCOME>                                    36,062
                      5,591
<EARNINGS-AVAILABLE-FOR-COMM>                   30,471 
<COMMON-STOCK-DIVIDENDS>                        55,700
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         103,724
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from MP&L's
financial statements for the quarter ended March 31, 1995 and is qualified 
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000066901
<NAME> MISSISSIPPI POWER & LIGHT COMPANY  
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      963,119
<OTHER-PROPERTY-AND-INVEST>                     11,152
<TOTAL-CURRENT-ASSETS>                         219,686
<TOTAL-DEFERRED-CHARGES>                       397,472
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               1,591,429
<COMMON>                                       199,326
<CAPITAL-SURPLUS-PAID-IN>                       (1,661)
<RETAINED-EARNINGS>                            231,778
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 429,443
                           23,770
                                     57,881
<LONG-TERM-DEBT-NET>                           475,279
<SHORT-TERM-NOTES>                              42,319
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   25,965
                            0
<CAPITAL-LEASE-OBLIGATIONS>                        519
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 536,253
<TOT-CAPITALIZATION-AND-LIAB>                1,591,429
<GROSS-OPERATING-REVENUE>                      193,324
<INCOME-TAX-EXPENSE>                             3,363 
<OTHER-OPERATING-EXPENSES>                     167,691
<TOTAL-OPERATING-EXPENSES>                     171,054
<OPERATING-INCOME-LOSS>                         22,270
<OTHER-INCOME-NET>                                 297
<INCOME-BEFORE-INTEREST-EXPEN>                  22,567
<TOTAL-INTEREST-EXPENSE>                        12,793
<NET-INCOME>                                     9,774
                      1,707
<EARNINGS-AVAILABLE-FOR-COMM>                    8,067 
<COMMON-STOCK-DIVIDENDS>                         8,300
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          51,840
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from NOPSI'S
financial statements for the quarter ended March 31, 1995 and is qualified 
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000071508
<NAME> NEW ORLEANS PUBLIC SERVICE INC.  
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      278,223
<OTHER-PROPERTY-AND-INVEST>                      3,259
<TOTAL-CURRENT-ASSETS>                         116,737
<TOTAL-DEFERRED-CHARGES>                       186,290
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 584,509
<COMMON>                                        33,744
<CAPITAL-SURPLUS-PAID-IN>                       36,247 
<RETAINED-EARNINGS>                             84,731
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 154,722
                            1,949
                                     19,780
<LONG-TERM-DEBT-NET>                           179,172
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 228,886
<TOT-CAPITALIZATION-AND-LIAB>                  584,509
<GROSS-OPERATING-REVENUE>                      108,886
<INCOME-TAX-EXPENSE>                             3,275 
<OTHER-OPERATING-EXPENSES>                      94,748
<TOTAL-OPERATING-EXPENSES>                      98,023
<OPERATING-INCOME-LOSS>                         10,863
<OTHER-INCOME-NET>                                 282
<INCOME-BEFORE-INTEREST-EXPEN>                  11,145
<TOTAL-INTEREST-EXPENSE>                         4,900 
<NET-INCOME>                                     6,245
                        400
<EARNINGS-AVAILABLE-FOR-COMM>                    5,845 
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          18,578
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from System
Energy's financial statements for the quarter ended March 31, 1995 and is 
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000202584
<NAME> SYSTEM ENERGY RESOURCES, INC  
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,747,248
<OTHER-PROPERTY-AND-INVEST>                     33,810
<TOTAL-CURRENT-ASSETS>                         245,640
<TOTAL-DEFERRED-CHARGES>                       655,335
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               3,682,033
<COMMON>                                       789,350
<CAPITAL-SURPLUS-PAID-IN>                            7 
<RETAINED-EARNINGS>                            108,246
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 897,603
                                0
                                          0
<LONG-TERM-DEBT-NET>                         1,438,511
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                  105,000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     38,000
<LEASES-CURRENT>                                28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,174,919
<TOT-CAPITALIZATION-AND-LIAB>                3,682,033
<GROSS-OPERATING-REVENUE>                      151,664
<INCOME-TAX-EXPENSE>                            19,305 
<OTHER-OPERATING-EXPENSES>                      72,287
<TOTAL-OPERATING-EXPENSES>                      91,592
<OPERATING-INCOME-LOSS>                         60,072
<OTHER-INCOME-NET>                               1,756
<INCOME-BEFORE-INTEREST-EXPEN>                  61,828
<TOTAL-INTEREST-EXPENSE>                        39,263 
<NET-INCOME>                                    22,565
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   22,565 
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         (26,179)
<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,                   March 31,
                                                              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  $102,017
  Interest on notes payable                                     1,027        --       117       349     1,311     1,086
  Amortization of expense and premium on debt-net(cr)           1,792     1,112     1,359     2,702     4,563     4,574
  Other interest                                                1,567     1,303     2,308     8,769     3,501     6,133
  Interest applicable to rentals                               24,233    21,969    17,657    16,860    19,140    19,282
                                                             ----------------------------------------------------------
Total fixed charges, as defined                               161,226   158,238   141,758   136,451   129,954   133,092
                                                                                                                       
Preferred dividends, as defined (a)                            30,851    31,458    32,195    30,334    23,234    23,321
                                                             ----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined   $192,077  $189,696  $173,953  $166,785  $153,188  $156,413
                                                             ==========================================================
Earnings as defined:                                                                                                   
                                                                                                                       
  Net Income                                                 $129,765  $143,451  $130,529  $205,297  $142,263  $127,936
  Add:                                                                                                                 
    Provision for income taxes:                                                                                        
      Federal & State                                          50,921    44,418    57,089    58,162    83,300    71,813
    Deferred - net                                             17,943    11,048     3,490    34,748   (17,939)   (7,643)
    Investment tax credit adjustment - net                    (12,022)   (1,600)   (9,989)  (10,573)  (36,141)  (34,687)
    Fixed charges as above                                    161,226   158,238   141,758   136,451   129,954   133,092
                                                             ----------------------------------------------------------
                                        
Total earnings, as defined                                   $347,833  $355,555  $322,877  $424,085  $301,437  $290,511
                                                             ==========================================================
                                                      
Ratio of earnings to fixed charges, as defined                   2.16      2.25      2.28      3.11      2.32      2.18
                                                             ==========================================================
                                                          
Ratio of earnings to combined fixed charges and                                                                        
 preferred dividends, as defined                                 1.81      1.87      1.86      2.54      1.97      1.86
                                                             ==========================================================
                                                          
                                                                              
- ------------------------                                                      
  (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,                   March 31, 
                                                                    1990      1991      1992      1993      1994      1995
<S>                                                                <C>       <C>       <C>       <C>       <C>       <C>
Fixed charges, as defined:                                                                                                   
  Interest on mortgage bonds                                       $218,462  $201,335  $197,218  $172,494  $167,082  $166,683
  Interest on notes payable                                          24,295     8,446         -         -       763       824
  Interest on long-term debt - other                                 12,668    19,507    21,155    19,440    19,440    19,440
  Other interest                                                     18,380    29,169    26,564    10,561     7,957     7,725
  Amortization of expense and premium on debt-net(cr)                 2,192     1,999     3,479     8,104     8,892     8,580
  Interest applicable to rentals                                     23,761    24,049    23,759    23,455    21,539    19,021
                                                                   ----------------------------------------------------------
                                                       
Total fixed charges, as defined                                     299,758   284,505   272,175   234,054   225,673   222,273
                                                                                                                             
Preferred dividends, as defined (a)                                 104,484    90,146    69,617    65,299    52,210    50,271
                                                                   ----------------------------------------------------------
                                                          
Combined fixed charges and preferred dividends, as defined         $404,242  $374,651  $341,792  $299,353  $277,883  $272,544
                                                                   ==========================================================
                                                          
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) ($90,229)
  Add:                                                                                                                        
    Income Taxes                                                    (24,216)   48,250    55,860    58,016   (62,086)  (61,281)
    Fixed charges as above                                          299,758   284,505   272,175   234,054   225,673   222,273
                                                                   ----------------------------------------------------------
                                                          
Total earnings, as defined                                         $239,143  $445,146  $467,448  $361,532   $80,832   $70,763
                                                                   ==========================================================
                                                          
Ratio of earnings to fixed charges, as defined                         0.80      1.56      1.72      1.54      0.36      0.32
                                                                   ==========================================================
                                                          
Ratio of earnings to combined fixed charges and                                                                              
 preferred dividends, as defined                                       0.59      1.19      1.37      1.21      0.29      0.26
                                                                   ==========================================================
                        
</TABLE> 
 
(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 March 31, 1995 for GSU were not adequate to cover 
     fixed charges by $151.5 million.  Earnings for the twelve months ended
     March 31, 1995 for GSU were not adequate to cover fixed charges and 
     preferred dividends by $201.8 million.



<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,                      March 31,
                                                               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   $124,897
  Interest on notes payable                                         87         --        150        898      1,948      2,037
  Other interest charges                                         6,378      5,924      5,591      5,706      4,546      5,231
  Amortization of expense and premium on debt - net(cr)          3,397      3,282      7,100      5,720      5,130      5,153
  Interest applicable to rentals                                12,906     11,381      9,363      8,519      8,332     10,363
                                                              ---------------------------------------------------------------
                                                               
Total fixed charges, as defined                                177,125    179,403    150,876    145,476    144,776    147,681
                                                                                                                             
Preferred dividends, as defined (a)                             42,365     41,212     42,026     40,779     29,171     28,650
                                                              ---------------------------------------------------------------
                                                               
Combined fixed charges and preferred dividends, as defined    $219,490   $220,615   $192,902   $186,255   $173,947   $176,331
                                                              ===============================================================
                                                               
Earnings as defined:                                                        
                                                                            
  Net Income                                                  $155,049   $166,572   $182,989   $188,808   $213,839   $213,806
  Add:                                                                                                                       
    Provision for income taxes:                                                                                              
      Federal and State                                         62,236      8,684     36,465     70,552     79,260    101,351
    Deferred Federal and State - net                            (9,655)    67,792     51,889     43,017     21,580      1,708
    Investment tax credit adjustment - net                      26,646      8,244     (1,317)    (2,756)   (37,552)   (37,305)
    Fixed charges as above                                     177,125    179,403    150,876    145,476    144,776    147,681
                                                              ---------------------------------------------------------------
                                                              
Total earnings, as defined                                    $411,401   $430,695   $420,902   $445,097   $421,903   $427,241
                                                              ===============================================================
                                                               
Ratio of earnings to fixed charges, as defined                    2.32       2.40       2.79       3.06       2.91       2.89
                                                              ===============================================================
                                                               
Ratio of earnings to combined fixed charges and                                                                              
 preferred dividends, as defined                                  1.87       1.95       2.18       2.39       2.43       2.42
                                                              ===============================================================
                                                               

</TABLE>                                                                     
- ------------------------                                                     
 (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>                                                             
<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,                   March 31,
                                                             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    $44,733
  Interest on notes payable                                   1,512       953        36         7     1,348      1,315
  Other interest charges                                      1,494     1,444     1,636     1,795     3,581      4,556
  Amortization of expense and premium on debt-net(cr)         1,737     1,617     1,685     1,458     1,754      1,691
  Interest applicable to rentals                                596       574       521     1,264     1,716      2,354
                                                            ----------------------------------------------------------
                                                          
Total fixed charges, as defined                              69,314    68,216    64,587    56,623    54,480     54,649
                                                                                                                      
Preferred dividends, as defined (a)                          17,584    14,962    12,823    12,990     9,447      9,013
                                                            ----------------------------------------------------------
                                                          
Combined fixed charges and preferred dividends, as defined  $86,898   $83,178   $77,410   $69,613   $63,927    $63,662
                                                            ==========================================================
                                                          
Earnings as defined:                                                     
                                                                            
  Net Income                                                $60,830   $63,088   $65,036  $101,743   $48,779    $52,303
  Add:                                                                                                                
    Provision for income taxes:                                                                                       
      Federal and State                                       4,027    (1,001)    4,463    54,418    46,884     53,422
    Deferred Federal and State - net                         35,721    32,491    20,430       539   (26,763)   (31,226)
    Investment tax credit adjustment - net                   (1,835)   (1,634)   (1,746)    1,036    (7,645)    (7,596)
    Fixed charges as above                                   69,314    68,216    64,587    56,623    54,480     54,649
                                                           -----------------------------------------------------------
                                                           
Total earnings, as defined                                 $168,057  $161,160  $152,770  $214,359  $115,735   $121,552
                                                           ===========================================================
                                                           
Ratio of earnings to fixed charges, as defined                 2.42      2.36      2.37      3.79      2.12       2.22
                                                           ===========================================================
                                                           
Ratio of earnings to combined fixed charges and                                                                       
 preferred dividends, as defined                               1.93      1.94      1.97      3.08      1.81       1.91
                                                           ===========================================================
                                                           
</TABLE>                                                               
- ------------------------                                               
(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>                                                                
<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,                    March 31,
                                                              1990      1991      1992      1993      1994       1995
<S>                                                           <C>       <C>       <C>       <C>       <C>        <C>
Fixed charges, as defined:                                                                                              
  Interest on mortgage bonds                                  $24,472   $23,865   $22,934   $19,478   $16,382    $16,168
  Interest on notes payable                                        --        --        --        --       153        138
  Other interest charges                                          831       793     1,714     1,016     1,027      1,346
  Amortization of expense and premium on debt-net(cr)             579       565       576       598       710        710
  Interest applicable to rentals                                  160       517       444       544     1,245      1,544
                                                              ----------------------------------------------------------
                                                          
Total fixed charges, as defined                                26,042    25,740    25,668    21,636    19,517     19,906
                                                                                                                        
Preferred dividends, as defined (a)                             4,020     3,582     3,214     2,952     2,055      2,055
                                                              ----------------------------------------------------------
                                                          
Combined fixed charges and preferred dividends, as defined    $30,062   $29,322   $28,882   $24,588   $21,572    $21,961
                                                              ==========================================================
                                                          
Earnings as defined:                                                     
                                                                           
  Net Income                                                  $27,542   $74,699   $26,424   $47,709   $13,211    $17,644
  Add:                                                                                                                  
    Provision for income taxes:                                                                                         
      Federal and State                                           134     8,885    16,575    27,479    22,606     17,453
    Deferred Federal and State - net                           17,370    36,947      (340)    5,203   (15,674)    (8,246)
    Investment tax credit adjustment - net                        (75)     (591)     (170)     (744)   (2,332)    (2,316)
    Fixed charges as above                                     26,042    25,740    25,668    21,636    19,517     19,906
                                                              ----------------------------------------------------------
                                                          
Total earnings, as defined                                    $71,013  $145,680   $68,157  $101,283   $37,328    $44,441
                                                              ==========================================================
                                                          
Ratio of earnings to fixed charges, as defined                   2.73      5.66      2.66      4.68      1.91       2.23
                                                              ==========================================================
                                                          
Ratio of earnings to combined fixed charges and                         
 preferred dividends, as defined                                 2.36      4.97      2.36      4.12      1.73       2.02
                                                              ==========================================================
                                                          
</TABLE>                                                         
- ------------------------                                                     
(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>                                                                 
<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,                   March 31,
                                                        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  $157,249
  Interest on notes payable                                   0         0         0         0        88       111
  Amortization of expense and premium on debt-net        10,532     7,495     6,417     4,520     6,731     6,571
  Interest applicable to rentals                         13,830    10,007     6,265     6,790     7,546     7,000
  Other interest charges                                  1,460     3,617     1,506     1,600     7,168     9,466
                                                       ----------------------------------------------------------
                                                          
Total fixed charges, as defined                        $256,466  $239,657  $210,806  $197,728  $184,050  $180,397
                                                       ==========================================================
                                                          
Earnings as defined:                                               
  Net Income                                           $168,677  $104,622  $130,141   $93,927    $5,407    $6,422
  Add:                                                                                                           
    Provision for income taxes:                                                                                  
      Federal and State                                   4,620   (26,848)   35,082    48,314    67,477    75,581
      Deferred Federal and State - net                   52,962    37,168    23,648    60,690   (27,374)    5,833
    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   180,397
                                                       ----------------------------------------------------------
                                                          
Total earnings, as defined                             $539,045  $417,855  $429,800  $370,207  $226,295  $264,968
                                                       ==========================================================
                                                          
Ratio of earnings to fixed charges, as defined             2.10      1.74      2.04      1.87      1.23      1.47
                                                       ==========================================================
                                                          
                                                     
</TABLE>                                                 


                                                Exhibit 99(j)
             [LETTERHEAD OF CLARK, THOMAS & WINTERS]
                                
                                
                                
                           May 9, 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 March 31, 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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